Practice Areas & Industries: Sullivan & Cromwell LLP

 





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Practice/Industry Group Overview

Sullivan & Cromwell has played a major role in the development of the capital markets in the United States for nearly a century and has long been at the forefront of innovation in securities matters. Today, the Firm regularly ranks as the leading law firm for U.S. and international securities offerings. Our reputation for the highest quality capital markets work is based both on the volume and value of offerings in which we are involved and on our ability to structure novel and effective transactions to address our clients’ needs.

Visit S&C’s Financial Services Reform Resource Center, which provides up-to-date information on Dodd-Frank and other financial institution regulatory reform related issues and developments. For information on financial services reform in France, visit S&C’s French Financial Services Reform Resource Center.

Comprehensive Service

Sullivan & Cromwell represents issuers, underwriters, selling and controlling shareholders and other market participants from all over the world. We provide advice on all phases of capital markets transactions, including:

  • Corporate structuring, governance and executive compensation advice
     
  • Structuring, timing and tax planning advice in anticipation of transactions
     
  • Pitch and new product advice
     
  • Advice on offering procedures, including publicity and research
     
  • Prospectus/offering circular preparation
     
  • Regulatory and corporate law advice
     
  • Negotiation of underwriting or purchase agreements, trust indentures, fiscal agency agreements and other transaction documents

Our practice includes:

  • First time listings and initial public offerings
     
  • Equity and hybrid products
     
  • High yield debt offerings and acquisition financing
     
  • Investment grade debt offerings
     
  • Private placements and Rule 144A/Regulation S offerings
     
  • Other exempt offerings such as bank securities and commercial paper financings
     
  • Spin-off, split-off and carve-out transactions
     
  • Liability management transactions, debt exchanges and debt restructurings
     
  • Structured finance transactions such as asset-backed instruments, credit-linked instruments and CLOs
     
  • Privatizations
     
  • Sovereign, quasi-sovereign and supranational offerings
     
  • Trading, stabilization and other market activity

Selected Recent Representations

Global Practice

In the United States, the Firm represented:

  • American International Group Inc. in the $6.0 billion SEC-registered secondary public sale of its common stock by the U.S. Treasury Department (2012); 
     
  • priceline.com in its unregistered $1.0 billion convertible senior notes offering pursuant to Rule 144A (2012); 
     
  • the underwriters, led by J.P. Morgan and Goldman, Sachs & Co., in the $750 million SEC-registered senior unsecured notes offering by Aflac Inc. (2012); 
     
  • R.R. Donnelley & Sons in its SEC-registered $450 million offering of global notes (2012); 
     
  • First Republic Bank as issuer and Colony Capital and certain other selling shareholders in the $380 million secondary offering of First Republic Bank’s common stock pursuant to Section 3(a)(2) of the Securities Act (2012); 
     
  • the underwriters, led by Morgan Stanley and Credit Suisse, in the $300 million SEC-registered senior notes offering by Lincoln National Corporation (2012); 
     
  • Regions Financial Corporation in connection with its $902 million SEC-registered offering of common stock (2012); 
     
  • CIT Group Inc. in its (i) $3.25 billion second-priority secured bond offerings in reliance on Rule 144A/Reg S and (ii) $1.5 billion SEC-registered high yield senior notes offering (2012); 
     
  • Aurora USA Oil & Gas Limited in its $200 million senior unsecured U.S. debut bond offering in reliance on Rule 144A/Reg S (2012); and  
     
  • the underwriters in the $414 million (including overallotment) SEC-registered IPO and NYSE listing of common stock by GNC Holdings Inc. (2011).

In Canada, the Firm represented:

  • Bank of Montreal as U.S. counsel in its SEC-registered $1.5 billion offering of senior notes (2012); 
     
  • the underwriters, led by Barclays Capital, Citigroup, Deutsche Bank and Merrill Lynch, in connection with Bank of Nova Scotia’s aggregate principal amount $2.75 billion MJDS global bonds offering (2012); 
     
  • Barrick Gold Corporation in its $4 billion Rule 144A/Reg S offering of senior notes (2011); 
     
  • underwriters in the $1.4 billion SEC-registered senior notes offering by Québec (2011); 
     
  • Kinross Gold Corporation in its $1 billion Rule 144A/Reg S senior notes offering (2011); 
     
  • Hydro-Quebec in its $1 billion SEC-registered global notes offering (2011); and
     
  • Royal Bank of Canada in its $2.25 billion offering of senior extendible medium-term notes (2011).

In Europe, the Firm advised:

  • BP Capital in its $3.7 billion SEC-registered global notes offering (2011);
     
  • KfW as U.S. counsel in its SEC-registered offering of $6.8 billion principal amount of guaranteed global bonds (2011);
     
  • Ternium SA as U.S. counsel in the SEC-registered $778 million secondary offering of American Depositary Shares of Ternium S.A. by Usiminas Europa (2011);
     
  • Council of Europe Development Bank in its SEC-registered offering of $1.0 billion principal amount of senior notes (2011);
     
  • the underwriters as U.S. counsel in the SEC-registered offering of $2.0 billion principal amount of global notes by the European Investment Bank (2011);
     
  • Sky Deutschland in its $226 million private placement of convertible bonds pursuant to Regulation S (2011);
     
  • Total SA as U.S. and French counsel in its SEC-registered offering of $500 million principal amount of guaranteed global notes (2011);  
     
  • Koninklijke Philips Electronics NV as U.S. counsel in its SEC-registered offering of $1.5 billion aggregate amount of global notes (two-tranche) (2012); 
     
  • Total Capital International in its SEC-registered offering of $2.0 billion guaranteed global notes (2012); 
     
  • Anglo American Corp. in connection with its $600 guaranteed senior notes offering in reliance on Rule 144A/Reg S (2012); 
     
  • initial purchasers in Jaguar Land Rover PLC’s £500 m (approximately $800 million) Rule 144A/Reg S high yield offering of guaranteed senior notes (2012); 
     
  • underwriters, led by J.P. Morgan Securities, in the $3.0 billion SEC-registered offering of global notes by European Investment Bank (2012); 
     
  • Deutsche Wohnen AG in its $270 million Rule 144A/Reg S offering of bearer shares (2011); 
     
  • Statoil ASA in its $1.75 billion SEC-registered notes offering (2011); and
     
  • AXA Global P&C, as sponsor, in the $255 million Rule 144A/Reg S offering of notes by Calypso Capital Limited (2011). 

In the Asia Pacific region, S&C represented:

  • Japan Airlines as U.S. counsel in its $8.5 billion common shares IPO and Tokyo listing pursuant to Rule 144A/Reg S (2012);
     
  • Kunlun Energy, a Chinese gas distributor owned by PetroChina, in connection with its HK$10.48 billion ($1.35 billion) private placement of shares on the Hong Kong Stock Exchange (2012); 
     
  • initial purchasers, led by Barclays, RBS and J.P. Morgan, in the $500 million offering of guaranteed senior notes by the Goodman Group pursuant to Rule 144A/Reg S (2012); 
     
  • Fortescue Metals Group as U.S. counsel in its offering of $2.0 billion aggregate principal amount of senior notes pursuant to Rule 144A/Reg S (2012); 
     
  • Mitsui Sumitomo Insurance Company Ltd in its $1.3 billion offering of subordinated notes pursuant to Rule 144A/Reg S (2012); 
     
  • China Cinda Asset Management in its $1.64 billion block sale of common stock to CITIC Capital, National Social Security Fund of China, Standard Chartered and UBS, respectively (2012); 
     
  • Commonwealth Bank of Australia in its $4.0 billion Rule 144A/Reg S floating rate covered bond offering (2012);
     
  • Industrial & Infrastructure Fund Investment Corp. in its $250 million follow-on global offering in reliance on Rule 144A/Reg S (2012); 
     
  • BHP Billiton in its $5.2 billion SEC-registered guaranteed senior notes offering (2012); 
     
  • underwriters, led by China International Capital Corporation Hong Kong Securities Limited, UBS AG, Hong Kong Branch and Goldman Sachs (Asia) L.L.C., in the $1.9 billion IPO and Hong Kong and Shanghai listings by New China Life Insurance (2011);
     
  • SMC Global Power Holdings Corp. in its unregistered offering of $300 million principal amount of notes (2011);
     
  • the underwriters as U.S. counsel in the SEC-registered offering of $1.0 billion principal amount of guaranteed notes by Japan Finance Organization for Municipalities (2011);
     
  • Fairholme Funds in the $1.8 billion private placement and secondary sale of class H ordinary shares of China Pacific Insurance (Group) Co., Ltd. by the Carlyle Group (2011);
     
  • Nomura Holdings as U.S. counsel in its SEC-registered offering of $1.25 billion principal amount of senior notes (2011); and
     
  • the underwriters as U.S. counsel in the SEC-registered offering of $1.5 billion principal amount of guaranteed bonds by Japan Finance Corp. (2011).

In Latin America, the Firm represented:

  • the underwriters, led by J.P. Morgan as dealer manager, in Cemex S.A.’s offer to exchange outstanding perpetual debentures for new senior Dollar and Euro denominated secured notes pursuant to Rule 144A/Reg S (2012); 
     
  • the underwriters, led by Citigroup and HSBC Bank, in connection with CABEI’s $250 million senior notes offering in reliance on Rule 144A/Reg S (2012); 
     
  • Bancolombia S.A. in its (i) $520 million principal amount of senior notes pursuant to Rule 144A/Reg S (2011) and (ii) $932 million capital raise consisting of $300 million SEC-registered ADS preferred shares offering and $632 million rights offering (2012); 
     
  • Ternium SA as U.S. counsel in the SEC-registered $778 million secondary offering of American Depositary Shares of Ternium S.A. by Usiminas Europa (2011);
     
  • Inversiones CMPPC S.A. and Empresas CMPC S.A. as U.S. counsel in its $500 million offering of guaranteed notes pursuant to Rule 144A/Reg S (2011);
     
  • Corporación Andina de Fomento (CAF) as U.S. counsel in its offering of $342 million principal amount of medium-term notes pursuant to Rule 144A/Reg S (2011); and
     
  • the underwriters in multiple SEC-registered sovereign debt offerings by the Federative Republic of Brazil, the Republic of Colombia, the Republic of Panama and the United Mexican States. Recent sovereign offerings on which S&C advised include two SEC-registered global debt offerings by Brazil ($1.6 billion aggregate), two SEC-registered notes offerings by Colombia ($1.3 billion aggregate), four SEC-registered global debt offerings by Mexico ($4 billion aggregate) and two SEC-registered bond offerings by Panama ($510 million aggregate).