Sullivan & Cromwell’s Tax Group has earned a global reputation for innovative tax planning and the successful resolution of important tax controversies. About 50 S&C tax lawyers provide advice to sophisticated corporations and individuals on critical and sensitive tax issues in the United States, France and the United Kingdom.
 
The Firm prides itself on developing solutions to tax problems that are both tax-efficient and practical, meeting the real constraints under which its clients operate. Colleagues in other practice areas work seamlessly with the Tax Group to advise on tax issues related to all manner of transactions, and the Firm deftly handles follow-on matters even after the deal has closed.
 
Group lawyers work closely with S&C’s Litigation Group on tax controversies. Clients receive the benefit of experienced tax lawyers and innovative litigators, and their colleagues who focus on executive compensation and benefits or matters involving personal, charitable or family tax planning.
 

SELECTED REPRESENTATIONS

Recent Sullivan & Cromwell Tax Group mergers and acquisitions matters include representations of:
 
  • AIG and ALICO Holdings in the sale of American Life Insurance and Delaware American Life Insurance (U.S.) to MetLife (U.S.) for approximately $16.2 billion, including $7.2 billion in cash and the remainder in equity securities of MetLife.
     
  • Ally Financial (U.S.), in its $4.2 billion sale of its operations in Europe and Latin America, as well as its share in a joint venture in China, to General Motors Financial (U.S.).
     
  • Ally Financial (U.S.), in the $865 million sale of its Mexican insurance business, ABA Seguros, to ACE (Switzerland/Bermuda) and the $4.1 billion sale of its Canadian auto finance business, consisting of Ally Credit Canada and ResMor Trust, to Royal Bank of Canada (RBC).
  • Anheuser-Busch InBev, in its $20.1 billion acquisition of the remaining stake it did not already own in Grupo Modelo.
     
  • Anheuser-Busch InBev, in its $2.9 billion sale of Compañía Cervecera de Coahuila to Constellation Brands.
     
  • Anheuser-Busch InBev, in its $1.85 billion sale of a 50 percent interest in Crown Imports (U.S.) to Constellation Brands.
     
  • BHP Billiton (Australia, United Kingdom), in its $15.1 billion acquisition of Petrohawk Energy (U.S.).
     
  • Fiat, in connection with its strategic alliance with and investment in Chrysler Group. S&C also advised Chrysler Group (New Chrysler) in connection with its purchase of substantially all the assets of Chrysler (Old Chrysler) in connection with various financing and refinancing arrangements, and in connection with Fiat’s pending acquisition of the Canadian and U.S. governments’ interests in New Chrysler Group and other ongoing structuring arrangements.
     
  • Justice Holdings (U.K.) and Pershing Square Capital Management, co-founder of Justice, in connection with Justice’s $1.4 billion business combination with Burger King Worldwide Holdings.
     
  • LAN Airlines (Chile), in its business combination with TAM (Brazil). The business combination was effected through a series of transactions and corporate restructurings, including a delisting exchange offer in the United States and Brazil.
     
  • Medco Health Solutions (U.S.), in its $29.1 billion merger with Express Scripts (U.S.).

    This was the largest healthcare deal in 2011, creating one of the largest pharmacy benefits managers in the United States.
     
  • Perrigo (U.S.), in its $8.6 billion acquisition of Elan Pharmaceuticals (Ireland).
     
  • Rio Tinto (U.K.), in the $2.03 billion sale of its Global Pharmaceuticals, Global Tobacco, Food Europe and Food Asia businesses to Amcor (Australia).
     
  • Rio Tinto (U.K.), in the $1.2 billion sale of the Food Americas packaging business to Bemis.
     
  • Rio Tinto (U.K.), in the sale of Alcan Beauty Packaging to Sun Capital Partners (U.K.). 
     
  • Sempra Energy (U.S.), in its approximately $1.6 billion sale to J.P. Morgan Ventures Energy of the global metals, global emissions (other than North America), global coal, global plastics, global agricultural, global concentrates and global oil, as well as the European power and gas, businesses of its RBS-Sempra global commodities joint venture. 
     
Recent S&C Tax Group capital markets matters include representations of:
 
  • American International Group, in its $2 billion Securities and Exchange Commission-registered public offering consisting of $750 million aggregate principal amount of its 3% Notes due 2015 and $1.25 billion aggregate principal amount of its 3.8% Notes due 2017.
     
  • American International Group, in a series of transactions aimed at reducing the U.S. government's stake in the company. Beginning in May 2011, S&C advised AIG in connection with its so-called re-IPO—a secondary offering of 300 million common shares, of which 200 million shares were sold by the U.S. Treasury, raising $8.7 billion. The transaction represented an important step in the government's effort to sell down its majority stake in AIG, which it acquired in 2008.
     
  • Bancolombia, in its $1.2 billion offering of registered notes and its offer to exchange an additional $400 million of such notes for another class of its outstanding notes.

    The exchange offer raised unique and novel “original issue discount” and tax fungibility issues.
     
  • China Investment and a consortium of investors, including two of China’s leading private equity firms—Boyu Capital and CITIC Capital, in the purchase of newly issued ordinary shares of Alibaba Group, China’s largest e-commerce company. This was part of the approximately $7.1 billion financing of Alibaba’s repurchase of one-half of Yahoo!’s approximate 40 percent stake in Alibaba.
     
  • Corporación Andina de Fomento (CAF), in its agreement to issue $600 million of its 4.375% Notes due 2022 for cash. Upon pricing the cash offering, CAF launched an invitation to the holders of certain of CAF’s outstanding notes to tender old notes in exchange for 2022 notes fungible with those issued in the cash offering. In connection with tenders made in the tender offer, CAF agreed to issue an additional $492.9 million of 2022 notes.

    The exchange offer raised unique and novel “original issue discount” and tax fungibility issues.
     
  • Japan Airlines (JAL), in conjunction with its $8.5 billion IPO. The IPO marked the end of a more than two-and-a-half-year restructuring process that started when JAL filed for corporate reorganization proceedings in January 2010 and subsequently received a capital injection of ¥350 billion from Enterprise Turnaround Initiative of Japan, a government-sponsored entity tasked with supporting financially distressed companies. Through initiatives that included cost-cutting and downsizing of its operations, JAL was able to achieve a rapid turnaround of its business, transforming the company into one of the most profitable airlines in the world. The speed and success of JAL’s restructuring and relisting makes JAL a unique case in Japan, where distressed companies often remain in reorganization proceedings for extended periods and have difficulty achieving public relisting.
     
  • Prudential Financial, on the tax issues relating to Prudential Financial’s offering of $1 billion fixed-to-floating-rate junior subordinated notes that were hybrid securities.
     
  • UBS, on the tax issues relating to UBS’s issuance of $2 billion of contingent capital notes. 

    The notes are hybrid securities of a type that had never been previously issued in the U.S. markets.  S&C advised on the complex and unique debt/equity issues that arose in connection with the issuance of the notes.
     
  • United Mexican States Underwriters, on the tax issues relating to the United Mexican States’ $2 billion SEC-registered global notes offering. The firm represented the underwriters, led by Deutsche Bank and Morgan Stanley.
     
  • Federative Republic of Brazil, in representing its underwriters, with respect to the Federative Republic of Brazil’s SEC-registered offering of $1.1 billion of its 5.625% Bonds due 2041.