Practice Areas & Industries: Sullivan & Cromwell LLP

Practice/Industry Group Overview

Sullivan & Cromwell is one of the most prominent international legal advisors for privatization transactions, through which government-controlled companies become - often in multiple stages - privately run, for-profit companies. We provide counsel to governments and their financial advisors, to companies being privatized, to U.S. and international underwriters of the related securities offerings and to private sector purchasers of privatized businesses.

Privatizations are particularly demanding transactions. They combine political, legal and economic decision-making. They require the skills of numerous S&C practice groups, usually working collaboratively with other advisors. They require industry-specific expertise in a wide range of business sectors, chiefly including finance, manufacturing, natural resources, power, telecommunications and transportation.

Global Practice

S&C's leadership in privatizations dates from the groundbreaking privatizations of the late 1970s in the United Kingdom, where the Firm participated in virtually all of the major transactions. From there our privatization practice extended to other countries in Europe, notably France, Italy and Spain, to Latin America, to Australia, to China and elsewhere. In the past 15 years we acted in over 100 of the largest and most significant privatizations, in 35 countries around the world and in a range of industries.

Recent experience includes:

• In 2006, S&C acted as counsel to the issuer in the third and final phase of the privatization of Australia's leading telecommunications provider, Telstra Corporation Limited. This US$ 12.2 billion deal was the largest Australian offering since the second stage of Telstra's privatization in 1999 (in which S&C also advised the issuer) and was the second largest equity offering in the world in 2006.
• Also in 2006, S&C acted as U.S. counsel to the Bank of China, the second largest commercial bank in the People's Republic of China, in its US$ 11.3 billion IPO. When this privatization took place in June 2006, it was the largest equity offering and the largest IPO ever by a PRC company, Asia's biggest equity offering and largest IPO since 1998, the world's largest IPO since 2000, and the biggest IPO in the world by a financial institution.
• In Europe, also in 2006, S&C acted as international transaction counsel and as U.S. counsel to the underwriters in the US$ 841.5 million partial privatization (via IPO) of Österreichische Post AG, the postal service in Austria.
• In 2005, S&C acted as U.S. and French counsel to the underwriters in the US$ 7.5 billion privatization of EDF (formerly Electricité de France) and the US$ 1.2 billion privatization of SANEF, the French motorway concessionaire and operator. We also acted in 2005 as U.S. counsel to the underwriters in the US$ 4.3 billion privatization of Central Japan Railway and in the US$ 3.4 billion privatization of Chunghwa Telecom in Taiwan.
• In 2004, S&C acted as U.S. and French counsel to the issuer in the US$ 6.2 billion privatization of France Telecom and was selected as counsel to the issuer in four major Japanese privatizations in the oil & gas, power, tobacco and railway industries: Inpex Corporation (US$ 1.5 billion), Electric Power Development Co., also known as "J-Power" (US$ 3.4 billion), Japan Tobacco (US$ 2.2 billion) and West Japan Railway Company (US$ 2.4 billion).

Privatizations: Regional Strengths - Experience Since 1990

S&C's privatizations practice is notable for its global scope and strength across many regions. The following is a list of the over 100 privatizations in which S&C has been involved since 1990:

AFRICA

South Africa

Telkom SA (Telecom)

AMERICAS

Argentina

Argentine Airports (Transportation)
Edenor (Power)
Telefónica de Argentina (Telecom)
Transportadora de Gas del Sur (Natural Resources)
YPF S.A. (Natural Resources)

Brazil

Eletropaulo (Power)
Tele Celular Sul (Telecom)
Tele Nordeste Celular (Telecom)

Canada

Cameco (Natural Resources)
Canadian National Railway (Transportation)

Chile

El Abra copper property (Natural Resources)

Colombia

Cerro Matoso (Natural Resources)
Cocelo (Telecom)

Mexico

Banamex (Banking and Financial Services)
Banca Serfin (Banking and Financial Services)
Bancomer (Banking and Financial Services)
Telmex (Telecom)

Peru

Mantaro-Socabaya transmission line (Power)
Minera Cerro Verde (Natural Resources)
Tintaya copper property (Natural Resources)

United States

Puerto Rico Telephone (Telecom)

Venezuela

Banco Tequendama (Banking and Financial Services)
Sidor (Manufacturing)

ASIA PACIFIC

Australia

Aussat (Telecom)
CSL Limited (Manufacturing)
Commonwealth Bank of Australia (Banking and Financial Services)
Moomba to Sydney Pipeline (Natural Resources)
Qantas (Transportation)
TAB Limited (Entertainment)
Telstra (Telecom)

China/Hong Kong

Bank of China (Banking and Financial Services)
BOC Hong Kong (Holdings) Limited (Banking and Financial Services)
China Eastern Airlines (Transportation)
China Great Wall Technology (Manufacturing)
China Mobile (Telecom)
China Telecom Corp. (Telecom)
China Telecom (Hong Kong) Ltd. (Telecom)
China Unicom (Telecom)
Chongqing Iron & Steel (Manufacturing)
Guangdong Electric Power (Power)
Industrial and Commercial Bank of China (Banking and Financial Services)
Mass Transit Railway (Transportation)
PetroChina (Natural Resources)
Shandong Huaneng Power (Power)
Tracker Fund of Hong Kong (Investment Management and Holding Companies)
Tsingtao Brewery (Manufacturing)

India

Indian Petrochemicals (Manufacturing)

Japan

Central Japan Railway (Transportation)
Electric Power Development (Power)
Inpex (Natural Resources)
Japan Tobacco (Tobacco)
Nippon Telegraph & Telephone (Telecom)
NTT Data (Telecom)
NTT DoCoMo (Telecom)
West Japan Railway (Transportation)

New Zealand

Auckland Airport (Transportation)
Contact Energy (Power)
Telecom NZ (Telecom)

Singapore

Neptune Orient Lines (Transportation)
Singapore Telecom (Telecom)

Taiwan

China Steel (Manufacturing)
Chunghwa Telecom (Telecom)

Thailand

PTT Exploration and Production (Natural Resources)

EUROPE

Austria

Österreichische Post (Transportation)

Belgium

Belgacom (Telecom)

Denmark

Tele Danmark (Telecom)

Finland

Sampo Oyj (Banking and Financial Services)

France

Crédit Local (Banking and Financial Services)
EDF (Power)
Elf Aquitaine (Natural Resources)
France Telecom (IV) (Telecom)
Pechiney (Manufacturing)
Renault (Manufacturing)
SANEF (Infrastructure)
Thomson (formerly Thomson Multimedia) (Manufacturing)
Snecma (Transportation)
UAP (Banking and Financial Services)

Germany

Aries Vermögensverwaltungs (Banking and Financial Services)
Deutsche Post AG (Transportation)
Deutsche Postbank (Banking and Financial Services)
Deutsche Telekom (Telecom)
Jenoptik (Manufacturing)
Lufthansa (Transportation)

Greece

Hellenic Telecom/OTE (Telecom)

Ireland

Irish Life (Banking and Financial Services)

Italy

Banca MPS (Banking and Financial Services)
Credito Italiano (Banking and Financial Services)
ENEL (Power)
ENI (Natural Resources)
Finmeccanica (Manufacturing)
INA (Banking and Financial Services)
Istituto Bancario (Banking and Financial Services)
Saipem (Natural Resources)

Monaco

Monaco Telecom (Telecom)

Netherlands

NMB Postbank (Banking and Financial Services)
KPN (Telecom)

Norway

Statoil (Natural Resources)
Telenor (Telecom)

Portugal

Cimpor (Manufacturing)
Electricidad de Portugal (Power)

Spain

Argentaria (Banking and Financial Services)
ENDESA (Power)
Repsol (Natural Resources)
Telefónica de España (Telecom)

Sweden

Nordbanken (Banking and Financial Services)
Pharmacia Aktiebolag (Biotechnology & Pharmaceutical)
Telia (Telecom)

Switzerland

Swisscom (Telecom)

United Kingdom

National Grid (Power)
PowerGen and National Power (Power)
Railtrack (Transportation)
Scottish Hydro-Electric and Scottish Power (Power)
Twelve Regional Electricity Cos. of England and Wales (Power)

MIDDLE EAST

Kuwait

Sante Fe International (Natural Resources)

Contacts for the Privatizations Practice

For more information on Sullivan & Cromwell's privatizations practice, please contact Andrew D. Soussloff or one of these partners with privatizations experience:

UNITED STATES: New York Office

Robert G. DeLaMater
Sergio J. Galvis
Christopher L. Mann
Frederic C. Rich
Andrew D. Soussloff
Carlos J. Spinelli-Noseda

EUROPE: London Office

S. Neal McKnight
William A. Plapinger
George H. White III

EUROPE: Paris Office

Nikolaos G. Andronikos

ASIA PACIFIC: Hong Kong Office

William Y. Chua
Michael G. DeSombre

ASIA PACIFIC: Melbourne Office

John E. Estes

ASIA PACIFIC: Tokyo Office

Izumi Akai