Lawyers

Eric Krautheimer is a partner in the Los Angeles office of Sullivan & Cromwell and is a member of the Firm’s General Practice Group.

For 25 years, Mr. Krautheimer has successfully represented many of the largest and most prominent corporations on a wide range of domestic and cross-border mergers and acquisitions transactions, including negotiated and hostile acquisitions of public companies, negotiated sales of private companies, subsidiaries and divisions, private equity transactions, leveraged buy-outs, formation of joint ventures and asset sales. Mr. Krautheimer has extensive experience representing buyers, sellers and financial advisers across a wide range of industries, including consumer and retail, financial services, healthcare and life sciences, sports and entertainment, technology and telecommunications.

Highly regarded as one of the elite M&A lawyers on the West Coast, Mr. Krautheimer has been twice named American Lawyer’s “Dealmaker of the Year” for advising AT&T in its spin-off of WarnerMedia (the largest media and entertainment deal of 2021) and its acquisition of Time Warner and “Dealmaker of the Week” for advising AT&T in its proposed acquisition of T-Mobile USA from Deutsche Telekom AG. He has been recognized by leading legal publications, including Chambers USA, Daily Journal, Lawdragon and Legal 500.

Publications

• “Spin-Offs: Frequently Asked Questions,” Deal Lawyers (2016) (co-author)

Community Service

• Board Member, Fulfillment Fund

SELECTED REPRESENTATIONS

Selected Clients and Transactions

• Amazon.com in its $13.7 billion acquisition of Whole Foods Market and in its investments in multiple public companies
• Amgen in its acquisition of Micromet
• AT&T (formerly SBC Communications) in numerous acquisitions, sales and other transactions, including:
  • its acquisitions of Time Warner; DIRECTV; Leap Wireless; Atlantic Tele-Network’s domestic retail wireless business; NextWave Wireless; BellSouth; its proposed acquisition of T-Mobile USA from Deutsche Telekom; its acquisition of BellSouth and joint venture with BellSouth forming Cingular Wireless; in Cingular Wireless’ acquisition of AT&T Wireless; and in SBC’s acquisitions of Ameritech and Pacific Telesis Group;
  • its sale of Vrio Corp. to Grupo Werthein; spin-off of WarnerMedia into Discovery, under which WarnerMedia will combine with Discovery; agreement with TPG Capital that established a new company named DIRECTV that owns and operates AT&T’s U.S. video business unit with an enterprise value of $16.25 billion; as the largest shareholder in Central European Media Enterprises (CME) in PPF Group's acquisition of CME; its sale of its minority stake in Hulu back to the streaming video joint venture; its sale of incumbent local exchange operations in Connecticut to Frontier Communications; its transaction with Crown Castle International to lease, sublease, or sell wireless communications sites; and its sale of AT&T Advertising Solutions and AT&T Interactive to an affiliate of Cerberus Capital and later as a member of a group of sellers led by Cerberus Capital Management, in connection with the sale of YP Holdings to Dex Media
• ​Aurobindo Pharma USA in its $550 million sale of Natrol to an affiliate of New Mountain Capital to combine with Jarrow Formulas
• Barclays in its proposed (and subsequently terminated) sale of its iShares business to CVC Capital and the subsequent sale of Barclays Global Investors to BlackRock and on the sale of its entire holding in BlackRock, by way of a registered offering and related buyback by BlackRock
• Bayer in its $66 billion acquisition of Monsanto – the largest ever all-cash takeover of a public company – and in its sale of selected Crop Science businesses to BASF for an aggregate value of over $9 billion
• Billabong in its sale of a 51.5% interest in Nixon to an investor group including Trilantic Capital Partners and senior management of Nixon and other transactions
• BP in its $1.3 billion pending acquisition of TravelCenters of America
• Bucyrus in its acquisition by Caterpillar
• Cymer in its acquisition by ASML
• Diageo in multiple transactions, including its sale of Burger King to a consortium led by Texas Pacific Group and its joint acquisition with Pernod Ricard of the spirits and wines group of Seagram
• Edmunds in connection with CarMax’s $50 million acquisition of a minority stake in Edmunds and acquisition of its remaining shares for an implied enterprise value of $404 million​
• Force Protection in its acquisition by General Dynamics
• Frank McCourt and his entities in the sale of the Los Angeles Dodgers professional baseball team to Guggenheim Baseball Management
• Various Goldman Sachs entities in their real estate investments
• The special committee of the board of directors of Griffin-American Healthcare REIT IV in its acquisition of Griffin-American Healthcare REIT III
• Intelsat in its sale to a consortium of private equity buyers
• J.C. Flowers in its acquisition of Fox-Pitt Kelton
• John Hancock Financial Services in its merger with Manulife Financial
• Kite Pharma in its $11.9 billion acquisition by Gilead Sciences
• Lightyear Capital in connection with numerous acquisitions and dispositions
• Merck KGaA in its $6.4 billion acquisition of Versum Materials, Inc.
• Microsoft in several transactions, including its leading a consortium acquiring patents from Novell
• Teva Pharmaceutical Industries in its $40.5 billion acquisition of Allergan Generics
• TXU in its acquisition by a KKR- and TPG-led consortium
• Vornado Realty Trust in connection with the acquisition of Toys “R” Us by Vornado, KKR and Bain Capital

Mr. Krautheimer has also represented Bank of America, Citigroup, Deutsche Bank, Goldman Sachs, Greenhill, Houlihan Lokey, Lazard, Moelis and Wells Fargo Securities as financial advisers in many public and private M&A transactions.

Selected Unsolicited Takeover Transactions
In addition, Mr. Krautheimer has extensive experience representing clients in the support of unsolicited takeover transactions. Selected representations include:

• Bayer in its $66 billion unsolicited and successful bid for Monsanto
• j2 Global, Inc. in its unsolicited offer to acquire Carbonite, Inc.
• Merck KGaA in its $6.4 billion unsolicited and successful takeover of Versum Materials, Inc.
• Microsoft in in its unsolicited offer for Yahoo!
• Samsung Electronics in its bid for SanDisk Corporation
• Teva Pharmaceutical Industries in its $50.5 billion unsolicited proposal for Mylan N.V.
• Valeant Pharmaceuticals in its unsolicited offer to acquire Allergan
• Vornado Realty Trust in its unsolicited offer for Equity Office Properties