Sophie A. MoederEuropean Counsel
Sophie Moeder is a member of Sullivan & Cromwell’s General Practice Group in the Firm’s Frankfurt office. She has been practicing U.S. securities law at S&C since she joined the Firm’s London office in 2001, focusing mainly on debt and equity capital markets transactions by non-U.S. issuers and ongoing U.S. securities law advice for non-U.S. SEC registrants.
Ms. Moeder’s capital markets work includes advising sovereign issuers, corporate clients and underwriters on SEC-registered, Rule 144A and offshore offerings of debt securities as well as in connection with the establishment of U.S. commercial paper programs. Ms. Moeder’s debt capital markets experience has a particular focus on sovereign issuers and includes the ongoing representation of a number of German government-backed institutions in connection with their respective U.S. debt shelf registrations under Schedule B of the U.S. Securities Act.
Ms. Moeder has been involved in numerous equity offerings by German and other non-US companies in a variety of industries representing both issuers and underwriters and has advised a number of German and other non-U.S. SEC registrants in connection with their SEC-reporting and compliance obligations.
SELECTED REPRESENTATIONSRecent Debt Capital Markets (DCM) transactions
From 2018 to 2020, Dr. Moeder has advised:
- Bayer in connection with the debt refinancing of the Monsanto acquisition, which included (i) its $15 billion multi-tranche 144A senior bond offering, (ii) its €5 billion multi-tranche euro bond offering and (iii) its $6.9 billion exchange offers and consent solicitations relating to Monsanto notes.
- Numerous sovereign issuers, including Council of Europe Development Bank, FMS Wertmanagement, KfW and Landwirtschaftliche Rentenbank in connection with their SEC-registered debt shelf programs, including the issuance of green and social bonds.
- Deutsche Wohnen on its (Reg S) placement and Luxembourg listing of €1 billion fixed rate notes in two tranches due 2025 and 2030.
- Deutsche Telekom on its tender offer for two series of $-denominated fixed rate notes.
- The underwriters on Deutsche Telekom’s (i) $1.25 billion and (ii) $1.75 billion Rule 144A/Reg S offerings of fixed rate notes.
- FMS Wertmanagement in connection with the establishment of its $25 billion U.S. commercial paper program.
In addition to the transactions listed above, Dr. Moeder’s experience includes advising:
- Bayer on a €4 billion Rule 144A/Reg S offering of mandatory convertible bonds in connection with the refinancing of the Monsanto acquisition and on a $7 billion multi-tranche 144A senior bond offering in connection with the refinancing of the Merck consumer care business acquisition.
- Council of Europe Development Bank, FMS Wertmanagement, KfW and Landwirtschaftliche Rentenbank on numerous SEC-registered bond offerings on an ongoing basis.
- Daimler on a $1.65 billion Rule 144A/Reg S offering of fixed rate notes.
- Deutsche Annington/Vonovia in connection with its inaugural €1.3 billion unsecured senior bond issuance (Reg S).
- The underwriters on numerous Rule 144A/Reg S debt offerings by Deutsche Telekom.
Over the past 10 years, Dr. Moeder has advised on a number of high-profile ECM transactions, including:
- Bayer’s €6 billion rights offering and its €3 billion private placement of new shares to Temasek in connection with the refinancing of the Monsanto acquisition.
- The IPOs/listings of Covestro, Deutsche Annington/Vonovia, Landis + Gyr, Orion Engineered Carbons and Tele Columbus.
- Deutsche Annington/Vonovia in connection with (i) its €2.3 billion rights offering, (ii) its listings of shares in connection with the takeover of GAGFAH and various capital increases.
- Novaled on its planned SEC-registered IPO/U.S. listing.
- Paion in connection with its rights offering and various PIPE transactions.