York Schnorbus joined Sullivan & Cromwell in 2001 and became a partner of the Firm in January 2009. He has extensive experience in public and private mergers and acquisitions, general corporate representations and capital market and acquisition financings. Dr. Schnorbus’ practice is very much focused on cross-border transactions involving Germany and North America.
Mr. Schnorbus represents, in equal measure, corporate clients in a wide range of industries (including in particular: utilities, financial institutions and real estate companies), investment banks (advisory and principal investment) and financial investors of various types (private equity firms, pension funds, insurance companies, venture capital firms). He also acts as a personal adviser to families and executives.
Mr. Schnorbus has published a number of law review articles dealing primarily with matters of corporate, takeover and securities law.
- Public M&A: Morgan Stanley Infrastructure Partners on the voluntary public takeover for PNE; Merck on its acquisition of all shares in Versum Materials; Morgan Stanley Infrastructure Partners on its delisting tender offer for VTG and in connection with the voluntary public tender offer for all outstanding shares of VTG; Praxair in connection with its merger of equals with Linde; TLG IMMOBILIEN on its exchange offer for WCM; Standard Industries on its tender offer for Braas Monier; Diebold on its business combination agreement with, and tender offer for, Wincor Nixdorf; Deutsche Wohnen on the unsolicited proposed takeover by Vonovia; K+S on the unsolicited proposed takeover by Potash (withdrawn); Deutsche Wohnen on its proposed exchange offer for LEG Immobilien (abandoned); Goldman Sachs, as financial adviser to Siemens, on the acquisition of CD-adapco and in its agreement with Dresser-Rand to acquire Dresser-Rand; Deutsche Annington in its exchange offer for GAGFAH; Deutsche Wohnen on its exchange offer for GSW Immobilien; Goldman Sachs as financial adviser to Siemens on the acquisition of Invensys Rail; Goldman Sachs as financial adviser to Continental in Schaeffler’s takeover offer for Continental; Deutsche Bank as financial adviser to Merck on its tender offer for Serono, including representation of the underwriters in Merck’s related capital increase to refinance the bridge acquisition financing; Morgan Stanley as financial adviser to Deutsche Postbank on its acquisition of BHW Bausparkasse and the following squeeze out; Goldman Sachs as financial adviser to UniCredit on its public takeover of Bayerische Hypo-und Vereinsbank and subsequent squeeze-out of minority shareholders; Goldman Sachs as financial adviser to Spohn Cement on its takeover of HeidelbergCement; Aventis on its combination with Sanofi, including advice on M&A and takeover law relating to Aventis’ German subsidiary Hoechst.
- Private M&A: Diebold Nixdorf, Incorporated in its sale of a majority stake in Diebold Nixdorf Portavis GmbH to DATAGROUP for an undisclosed amount, Financière SNOP Dunois on its memorandum of understanding with Tower International relating to the sale of all of Tower’s European operations; Owners of BEOS on the sale of the company to Swiss Life; Alibaba on its acquisition of a controlling stake in Lazada Group; Standard Industries on its acquisition of Icopal; Verifone on the acquisition of InterCard; Penn Engineering on the acquisition of Profil Verbindungstechnik; Novaled and its shareholders on the acquisition by Samsung Group, dual track process consisting of a contemplated IPO of Novaled in the U.S. and a competitive auction involving several strategic investors; HEAG Südhessische Energie AG (HSE) on the sale of Enviro Chemie to Skion; Goldman Sachs as financial adviser to Siemens on the sale of its worldwide water technologies business to AEA Investors and on the formation of a joint venture with Mitsubishi-Hitachi Metals Machinery and Mitsubishi Heavy Industries; HEAG Holding on its acquisition of E.ON’s stake in HEAG Südhessische Energie AG (HSE); Deutsche Wohnen on its acquisition of the BauBeCon Group; Goldman Sachs as financial adviser to Siemens on the acquisition of LMS International; Cerberus and Whitehall Funds on their sale of a commercial real estate holding; Tinicum Capital Partners on the acquisition of AMI Doduco; family owners on the sale of their interests in amor GmbH to Pamplona Capital and 3i; Bucyrus on the acquisition of Terex’s mining equipment business; Goldman Sachs as financial adviser to Siemens on the sale of Siemens IT Solutions and Services to Atos; Mainova and the Integra/KOM9 consortium on the acquisition of E.ON subsidiary Thüga; Commerzbank on its acquisition of Dresdner Bank; Goldman Sachs as financial adviser to Siemens on its sale of Fujitsu Siemens Computers (Holdings) to Fujitsu; AXA on its acquisition of Winterthur and DBV Winterthur; and InBev on the sales of Bremer Erfrischungsgetränke and Nienburger Glas.
- Corporate Advisory Matters: Supervisory boards and shareholders of large listed and non-listed companies on disputes with the management board; internal compliance investigations on behalf of supervisory boards; restructuring of family owned businesses; company and shareholders on structuring the payment of a so-called super dividend; implementation of corporate governance structures, including joint ventures and minority participations; post-acquisition integration, including domination and profit and loss transfer agreements as well as squeeze-out procedures with respect to minority shareholders; corporate reorganizations (change of the legal form, statutory spin-offs and mergers); representation of defendants in corporate appraisal proceedings (Spruchverfahren); special expertise in advising corporate clients on various legal matters relating to partnerships limited by shares (Kommanditgesellschaft auf Aktien).
- Equity Capital Markets: Instone on its dual track IPO and the cross-border conversion of the issuer into a German stock corporation; Goldman Sachs PIA and KKR as selling shareholders on the IPO of KION; funds advised by Natixis in a private placement of shares in Alstria; Novaled on its contemplated U.S. IPO; Commerzbank on its capital increase to finance the acquisition of Dresdner Bank; Deutsche Bank as financial adviser to Fresenius on its acquisition of APP Pharmaceuticals, including the representation of the underwriters in Fresenius’ related capital increase and offering of bonds mandatorily exchangeable into shares of Fresenius Medical Care; Sky Deutschland on its rights offering to repay funds drawn under a credit facility and to raise further proceeds to acquire rights in the German football league “Bundesliga”; Deutsche Bank, J.P. Morgan and Sal. Oppenheim as underwriters on the IPO of PATRIZIA Immobilien; Permira on two share placements relating to its disposal of its participation in Sky Deutschland (formerly Premiere); Deutsche Bank as underwriter of Südzucker’s rights offering; Deutsche Bank as financial adviser to Fresenius on its acquisition of HELIOS Kliniken, including representation of the underwriters in Fresenius’ related capital increase to refinance the bridge acquisition financing; Deutsche Bank and Morgan Stanley as the underwriters on the IPO of Deutsche Postbank.