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Sophie A. Moeder

European Counsel

Sophie A. Moeder

European Counsel
Frankfurt +49-69-4272-5200+49-69-4272-5200 +49-69-4272-5210+49-69-4272-5210
[email protected]

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. 


Recent 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 BankFMS WertmanagementKfW 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.
Further key DCM transactions
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 BankFMS WertmanagementKfW 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.
Key Equity Capital Markets (ECM) transactions
Over the past 10 years, Dr. Moeder has advised on a number of high-profile ECM transactions, including:
  • Bayers €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 CovestroDeutsche Annington/VonoviaLandis + GyrOrion 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.