With a multidisciplinary and integrated global practice, the Firm provides its consumer and retail clients with relevant transactional advice and litigation expertise that is crucial to the successful execution and consummation of deals and the resolution of disputes.
The Firm is a perennial leader in global mergers and acquisitions, handling several of the consumer and retail industry's largest and most complex transactions. S&C takes an interdisciplinary approach to this practice area, whereby lawyers from many areas of the Firm work together with clients and investment bankers, accountants, proxy solicitors and other advisers.
S&C brings a wealth of experience, industry knowledge and know-how to corporate finance transactions for consumer and retail issuers and borrowers from all over the world. The Firm also advises underwriters, placement agents, arrangers, shareholders and other market participants.
S&C handles intellectual property issues that arise in M&A and other corporate transactions. The Firm's capabilities were expanded in 2010 with the addition of a Palo Alto-based partner who advises clients on corporate and transactional matters with intellectual property or technology components.
Executive Compensation and Benefits
The Firm's Executive Compensation and Benefits Group is an integral part of the Firm's M&A, restructuring and IPO activities, and it assists clients in negotiating employment agreements, implementing compensation and benefit plans and evaluating plan liabilities.
Litigation, Criminal Defense and Investigations
S&C's litigators—which include some of the most skilled U.S. trial and regulatory lawyers—are distinguished by a diversity of experience, exceptional professional judgment and a proven track record of innovation.
S&C represents consumer and retail clients in litigation matters involving:
- Foreign Corrupt Practices Act,
- internal investigations,
- M&A transactions,
- intellectual property issues,
- Department of Justice and Securities and Exchange Commission inquiries,
- antitrust issues,
- securities actions, and
- tax issues.
SELECTED REPRESENTATIONSSullivan & Cromwell’s Consumer & Retail Group’s experience includes the following selected representations in M&A, corporate finance and litigation.
Mergers and Acquisitions:
- Alibaba Group, in multiple transactions including its:
- $2 billion acquisition of a controlling stake in Lazada Group.
- agreement with Foxconn Technology to invest in SoftBank Robotics to market and sell humanoid robots in China.
- Amazon.com, in its $13.7 billion acquisition of Whole Foods Market.
- Anheuser-Busch, in multiple transactions including its:
- $123 billion merger with SABMiller.
- agreement with Starbucks to produce, bottle, distribute and market the first Teavana Ready-to-Drink tea in the U.S.
- sale of SABMiller plc’s 49% interest in China Resources Snow Breweries to China Resources Beer (Holdings) Co.
- acquisition of the stake it did not already own in Grupo Modelo.
- sale of Compañía Cervecera de Coahuila to Constellation Brands.
- Ares Management, in its acquisition of a significant stake in American Tire Distributors.
- Bayer, in its $14.2 billion acquisition of Merck's consumer care business.
- BlackBerry, in its strategic licensing agreement with Teletry.
- Burger King Worldwide, as counsel to Justice Holdings Limited and Pershing Square Capital Management in connection with Justice’s business combination with Burger King Worldwide Holdings.
- C.banner International, in its acquisition of Ludendo Enterprises UK, owner of the iconic British toy store Hamleys.
- C&S Wholesale Grocers, in its acquisition of the wholesale distribution and supply business of The Grocers Supply Company.
- China Mengniu Dairy, in its acquisition of Yashili International.
- Coca-Cola HBC, in multiple transactions including its:
- acquisition of Coca-Cola Hellenic Bottling.
- redomicile to Switzerland and relisting on the London Stock Exchange.
- Colgin Cellars, in connection with the owner’s sale of a 60% stake in Colgin to the LVMH Group while continuing to hold 40% equity in the business and maintaining their leadership functions.
- CSM Bakery, in multiple transactions including:
- its sale of BakeMark to Pamplona Capital.
- as counsel to Rhône Capital in its acquisition of CSM’s bakery supplies business.
- CVS, in multiple transactions including its:
- acquisition of Omnicare.
- 50/50 joint venture with Cardinal to form the largest generic sourcing entity in the U.S.
- Diageo, in multiple transactions including its:
- $550 million pending sale of nineteen brands to Sazerac.
- $1 billion acquisition of Casamigos from founders George Clooney, Rande Gerber and Mike Meldman.
- agreement with Casa Cuervo to acquire full global ownership and control of Tequila Don Julio and in Diageo’s sale of Bushmills to Jose Cuervo Overseas.
- Diebold, in its $1.8 billion merger with Wincor Nixdorf.
- Dole Food, as counsel to its special committee, in the acquisition by David Murdock, its chief executive officer and chairman, of the shares in Dole Food not already owned by Murdock.
- Empire, in connection with its acquisition of substantially all assets of Safeway’s Canadian subsidiary.
- Euro Disney, in its tender offer and squeeze-out carried out by The Walt Disney Company.
- Express, and the Special Committee of its board, in connection with Sycamore Partners’ interest in acquiring of Express (later withdrawn) and in connection with Sycamore’s subsequent sale of a portion of its shares in Express.
- Gildan Activewear, in multiple transactions including its acquisitions of Alstyle Apparel and its subsidiaries, American Apparel brand and related assets, Anvil Holdings and Comfort Colors.
- Kraft Foods Group, in its $55 billion merger with H.J. Heinz Company to create The Kraft Heinz Company.
- Lion Capital and Bumble Bee Foods, in connection with Bumble Bee’s acquisition by Thai Union Frozen Products from Lion Capital (later withdrawn).
- Lion Capital, in multiple transactions including its acquisitions of Spence Diamonds and a minority interest in Authentic Brands Group.
- Motivate, the operator of CitiBikes and the largest bikeshare operator in North America, in its acquisition by Lyft.
- On Assignment, in its acquisition of Creative Circle.
- Ontario Teachers’ Pension Plan, in its acquisition of PODS.
- Outerstuff, in connection with an investment by private equity funds affiliated with The Blackstone Group.
- Panera Bread, in its $7.5 billion acquisition by JAB.
- Peter Kim, a holder of Joe’s Jeans’ outstanding convertible notes and the CEO of its wholly owned subsidiary Hudson Clothing, in connection with Joe’s Jeans’ sale of the Joe’s® brand and operating assets to Sequential Brands and Global Brands and Joe’s Jeans’ subsequent merger of the remaining Hudson business with the parent company of Robert Graham.
- Priceline, in multiple transactions including its:
- expanded commercial agreement with and investment in Ctrip.com.
- acquisition of OpenTable.
- acquisition of KAYAK Software Corporation.
- Rhône Capital, in its $560 million acquisition of Fogo de Chão.
- Ron Shaich, founder, chairman, and former CEO of Panera Bread, in connection with his investment vehicle Act III Holdings’ significant equity investment in Cava Group, to finance the $300 million acquisition of Zoe’s Kitchen.
- Sotheby’s, in multiple transactions including its acquisitions of Viyet, Thread Genius and Art Agency, Partners.
- Suning Commerce, in connection with Alibaba’s investment for a 19.99% stake in Suning and Suning’s concurrent investment of up to $2.28 billion to subscribe for up to 27.8 million newly issued ordinary shares of Alibaba.
- Unified Grocers, in its $375 million acquisition by SUPERVALU.
- United Rentals, in its $965 million acquisition of NES Rentals Holdings.
- Versa Capital Management, in its acquisition of Sport Chalet.
- Alibaba, as counsel to the underwriters and certain selling shareholders in its $25 billion IPO, the world’s largest IPO, and NYSE listing.
- Anheuser-Busch InBev, as counsel to the issuer, in multiple debt and equity offerings since 2008 including:
- $46 billion SEC-registered note offering.
- £2.25 billion SEC-registered note offering.
- C$2 billion Reg S note offering.
- $1.7 billion SEC-registered note offering.
- $1.5 billion SEC-registered Formosa note offering (listed on Taipei Stock Exchange).
- $14.7 billion Regulation S note offering.
- Bumble Bee Foods and Lion Capital, in a $850 million debt refinancing.
- China Mengniu Dairy Co., as counsel to the issuer, in a $194.8 million Reg S offering of convertible notes.
- Coca Cola HBC Finance, as counsel to the issuer, in a:
- $1.1 billion and $1.06 billion SEC-registered guaranteed medium-term notes offering.
- $657.2 million note offering under its €3 billion Euro MTN program.
- Ferrari, as counsel to the issuer, in a:
- $982 million SEC-registered IPO, NYSE listing and spinoff from Fiat.
- $550 million inaugural note offering and listing on the Irish Stock Exchange.
- Fiat Chrysler Automobiles and its subsidiary FCA US, in a:
- $7 billion revolving credit facility.
- $1 billion Term B.
- $4.8 billion term loan.
- The Gap, as counsel to the underwriters, in a $1.3 billion SEC-registered offering of global notes.
- HelloFresh, as German and U.S. counsel to the issuer, in its $370 million IPO.
- H.J. Heinz, as counsel to the underwriters, in multiple SEC-registered and Rule 144A unsecured notes offerings with aggregate proceeds in excess of $1.4 billion.
- Ingham’s Group, as counsel to the issuer, in its $457.7 million IPO of shares pursuant to Rule 144A/Reg S and listing on the Australian Securities Exchange.
- Mattel, as counsel to the underwriters, in a $350 million SEC-registered offering of notes.
- Shiny Lion Limited, an indirect wholly owned subsidiary of Suning, in its $1.45 billion four-year term loan facility with Industrial and Commercial Bank of China.
- Suntory Beverage & Food, as counsel to the underwriters, in a $3.9 billion IPO and Tokyo listing of common stock.
Litigation, Criminal Defense and Investigation:
- Anheuser-Busch, in an Ad hoc/UNCITRAL arbitration with Grupo Modelo that threatened Anheuser-Busch’s $60+ billion acquisition by InBev.
- BlackBerry, in obtaining an $814.9 million award in a binding arbitration against Qualcomm. The award—one of the biggest commercial arbitration awards on record—represents royalty payments made to Qualcomm in excess of those required under Qualcomm’s royalty cap program.
- Boeing, in a securities class action brought by a putative class of Boeing shareholders related to Boeing’s 787 Dreamliner. S&C obtained a victory for Boeing.
- Collective Brands (formerly Payless ShoeSource), and several of its present and former directors in a securities fraud class action. S&C has also represented Collective Brands in merger-related class action litigations, insurance coverage and trademark infringement disputes.
- Diageo, and several of its subsidiaries in connection with an SEC investigation into alleged FCPA violations arising from Diageo’s business practices in India, Thailand and South Korea. Diageo resolved the investigation by entering into a settlement agreement in an SEC administrative action.
- Fiat, in responding to class actions and regulatory investigations related to alleged discrepancies in diesel emissions disclosures and strategies.
- Gildan Activewear, in U.S. federal securities fraud claims in multi-jurisdictional securities law proceedings in the United States and Canada and in antitrust matters in Gildan’s acquisition of Gold Toe Moretz, and in arbitration stemming from Gildan’s acquisition of a subsidiary of Ennis.
- Kohl’s, in obtaining the dismissal with prejudice of a putative securities fraud class action complaint brought by stockholders against Kohl’s, its Chief Executive Officer Kevin Mansell and its former Chief Financial Officer Wesley McDonald.
- Volkswagen, as national coordinating counsel in multinational litigation and investigations stemming from “clean-diesel”-related developments. Volkswagen’s landmark $14.7 billion settlement was granted final approval in October 2016.