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.
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 advice and tax planning in anticipation of transactions
- Pitch and new product advice for bankers
- 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
Awards and Rankings
S&C is regularly involved in award-winning deals, notable for their size, complexity, significance or innovation. In addition, we frequently top league tables, whether based on involvement in securities offerings by issuers from specified regions or based on involvement in securities offerings of a particular asset class.
- S&C was International Finance Law Review's "North America: Debt and Equity-linked Team of the Year" in two consecutive years (2006 and 2007, for work completed in 2005 and 2006).
- S&C ranks first by aggregate value of SEC-registered offerings by U.S. and non-U.S. issuers over the past five years (2002-2006) (based on data from Thomson Financial).
- The US$ 11.18 billion IPO and Hong Kong listing by Bank of China was named "Deal of the Year 2006" by Asian Counsel. S&C represented the issuer.
- The Republic of Colombia was named "Sovereign Issuer of the Year 2006" by LatinFinance and one of its offerings was named "Latin American Bond of the Year 2006" by IFR. S&C acts as regular counsel to the underwriters in global offerings by the Republic of Colombia and in 2006 acted in five offerings by this sovereign.
- Eksportfinans, the Norwegian bank, was named "Borrower of the Year 2006" and "Sovereign/Supranational/Agency/Regional Borrower of the Year 2006" by IFR. S&C regularly acts as special U.S. counsel to the underwriters of securities issued by Eksportfinans.
- The ¿4.53 billion equivalent five-tranche, dual-currency high yield bond offering by NXP was named "European High-Yield Bond of the Year 2006" by IFR. S&C advised NXP (and long-standing client Royal Philips Electronics in its sale of NXP) with respect to U.S., English, French and German law.
- The US$ 1.77 billion secondary offering by NYSE Group was named "U.S. Equity Issue of the Year 2006" by IFR. S&C represented the underwriters.
- The US$ 12.2 billion equity offering by Telstra Corporation was named "Deal of the Year 2006" by Asian Counsel. S&C represented the issuer in this offering, which was the third phase of the Commonwealth of Australia's privatization of Telstra, and had also represented Telstra in the previous two phases of its privatization (1997 and 1999).
Sullivan & Cromwell's securities practice has been cited for its excellence by the following publications in the past five years:
- Chambers UK
- Chambers USA
- Chambers Global
- Practical Law Company, PLC Which Lawyer?
- IFLR 1000
- The Legal 500 US
- The Asia Pacific Legal 500
- The European Legal 500
Sullivan & Cromwell securities lawyers have been recognized as leaders in their field by dozens of publications in the past five years, including:
- The American Lawyer, "45 under Forty-Five"
- Asia Law & Practice, AsiaLaw Leading Lawyers
- The Asia Pacific Legal 500
- Asian Legal Business, "ALB Hot 100"
- Chambers Europe: Europe's Leading Lawyers for Business, 2007
- Chambers Global
- Chambers UK
- Chambers USA
- Euromoney, Guide to the World's Leading Banking Lawyers
- Euromoney, Guide to the World's Leading Capital Markets Lawyers
- IFLR 1000
- Law Business Research, The International Who's Who of Business Lawyers
- Law Business Research, The International Who's Who of Capital Markets Lawyers
- Law Business Research, The International Who's Who of Corporate Governance Lawyers
- Lawdragon 500 Leading Lawyers in America
- Legalease/Legal Business, European Legal Experts
- Legalease/Legal Business, UK Legal Experts
- The Los Angeles Area's Best Lawyers
- New York Super Lawyers
- Northern California Super Lawyers
- Practical Law Company, PLC Cross-border Handbook Finance: Secured Lending
- Practical Law Company, PLC Global Counsel Equity Capital Markets Handbook
- Practical Law Company, PLC Which Lawyer?
- The Washington DC Area Best Lawyers
- Woodward/White, The Best Lawyers in America
Selected Recent Offerings
Hybrid and Debt Offerings
S&C has pioneered virtually every major development relating to hybrid securities. The Firm's innovative work on hybrids helped earn S&C the unusual distinction of being named International Finance Law Review's North America: Debt and Equity-linked Team of the Year in two consecutive years (2006 and 2007, for work completed in 2005 and 2006).
In 2006 and through October 2007, S&C was involved in over 65 hybrid securities offerings, having an aggregate value of over US$ 50 billion, often acting as structuring counsel in transactions that were the first to achieve a particular desired objective. Our involvement includes representation of:
- Goldman Sachs in developing its WITS product;
- JPMorgan Chase in developing its CENTs product; and
- Merrill Lynch in developing its ICONs product.
The Firm's experience with notable hybrid transactions includes representing:
- JPMorgan in seven SEC-registered offerings of hybrid securities by JPMorgan Chase, with an aggregate value of approximately US$ 5.6 billion (2006, 2007);
- Wachovia Securities and Goldman Sachs, and as regulatory counsel to the issuer in Wachovia Corporation's US$ 2.5 billion SEC-registered Wachovia Income Trust ("WITS") offering (a transaction made feasible because of a Federal Reserve interpretative letter that S&C had obtained on behalf of Wachovia) (2006);
- ING Groep N.V. as issuer of perpetual hybrid capital securities in two SEC-registered offerings with an aggregate value of US$ 2.65 billion (2007);
- JPMorgan and Barclays (including acting as structuring counsel) in four hybrid offerings by subsidiaries of CEMEX, raising approximately US$ 2.99 billion (2006 and 2007);
- Goldman Sachs (including acting as structuring counsel) in the US$ 2 billion dual-tranche REIT-like offering by Washington Mutual (2006) and in two subsequent similar offerings with aggregate value of US$ 1 billion (2007); and
- JPMorgan (including acting as structuring counsel) in the US$ 650 million offering of capital securities by Capital One, which was the first bank holding company term debt hybrid security to achieve Tier 1 treatment for regulatory capital purposes and "Basket D" treatment by Moody's (2006).
Additional recent significant experience with debt- or equity-linked offerings includes representing:
- the Mara and Tisch families, owners of the New York Giants National Football League franchise, in connection with the issuance by Giants Stadium LLC of US$ 650 million of auction rate 144A/Reg S bonds (2007). (This financing closed concurrently with a US$ 650 million bond issuance by Jets Stadium Development LLC, and the total financing proceeds of US$ 1.3 billion represents the largest-ever stadium financing.);
- Tata Motors in its US$ 490 million CARS¿ (convertible alternative reference securities) offering (2007);
- Bancolombia in a US$ 400 million notes offering, the bank's first SEC-registered debt offering (2007);
- the underwriters in a US$ 6.95 billion SEC-registered notes offering by AstraZeneca, described by Bloomberg.com as "the biggest U.S. debt offering in more than five years" (2007);
- NXP, the former semiconductors business of Royal Philips Electronics, in its US$ 5.7 billion five-tranche, dual-currency high yield offering to fund its acquisition by a consortium of private equity investors (IFR's European High-Yield Bond of the Year) (2006); and
- the underwriters in the US$ 2.05 billion three-tranche, dual-currency offering by Fortescue Metals Group (2006), the largest high yield bond offering ever by an Australian issuer.
Equity Offerings
The Firm is regularly engaged by issuers, underwriters and other market participants in high profile equity offerings. Recent highlights of our work include representing:
In the Americas:
- MF Global in the US$ 2.9 billion IPO and NYSE listing of MF Global (advising with respect to U.S. and English law) (2007);
- Goldman Sachs as initial purchaser in a US$ 1 billion private placement by an investment management firm, the first-ever offering to employ new procedures that were developed by Goldman Sachs, with S&C playing an instrumental role, and are designed to provide issuers and eligible investors with the bene¿ts of public capital markets without some of the regulatory burdens of registering with the SEC (2007);
- Bancolombia it its US$ 321.6 million equity offering (its first SEC-registered equity offering since its IPO in 1995) (2007);
- the underwriters in NYSE Group's US$ 1.77 billion secondary offering (IFR's U.S. Equity Issue of 2006);
- the underwriters in Tim Hortons' US$ 772 million IPO with listings on NYSE and the Toronto Stock Exchange (2006); and
- the issuer in the US$ 571 million IPO and NYSE listing by Ternium S.A., a flat steel manufacturer comprised of Argentine, Mexican and Venezuelan holdings (2006).
In Europe:
The Firm represented the underwriters or issuer in over 20 IPOs in the past two years, including:
- the US$ 2.8 billion offering by Tognum (2007) and those of eight other German issuers (2006), providing both German and U.S. law advice to the underwriters on all but one;
- the US$ 1.15 billion IPO of Spanish company Realia Business, as U.S. counsel for the issuer (2007);
- the US$ 513 million and US$ 310 million IPOs of French renewable energy company EDF Energies Nouvelles (2006) and of Swiss reinsurance company Paris Re (2007), respectively, advising the issuers on both French and U.S. law;
- the US$ 104 million IPO and London Stock Exchange listing of GlobeOp Financial Services, in which we provided English and U.S. law advice to the underwriters (2007);
- the US$ 914 million IPO and Euronext Amsterdam listing of ProLogis European Properties (2006), the second largest European real estate IPO ever;
- Austrian Post's US$ 841 million partial privatization, for which we acted as international transaction counsel (2006); and
- the US$ 452 million IPO and London Stock Exchange listing by Hogg Robinson, a U.K.-based travel service provider, in which we advised the issuer (2006).
In the Asia Pacific Region:
- the selling shareholder in a US$ 2.56 billion SEC-registered secondary offering by Royal Philips Electronics of part of its interest in Taiwan Semiconductor Manufacturing Company Limited (2007);
- the issuer in the US$ 413.6 million IPO in Hong Kong of HSBC China Dragon Fund (2007);
- the underwriters in the US$ 263.2 million IPO in Japan by amusement parks company USJ Co., Ltd. (2007);
- the issuer in the US$ 11.9 billion offering of shares in Telstra Corporation - the third phase of the privatization of the Australian telecommunications company and the second largest equity offering of 2006;
- Bank of China in its US$ 11.29 billion IPO in China with a Rule 144A/Reg S tranche (2006);
- the underwriters in the US$ 5.2 billion global equity offering by Sumitomo Mitsui Financial Group (2006); and
- the issuer in oil refinery Idemitsu Kosan's US$ 1 billion IPO in Japan (2006).
Tradition of Innovation
We have a long and distinguished history in the development of the U.S. capital markets, both in shaping the regulatory structure of the U.S. markets and in introducing innovative financing techniques. Sullivan & Cromwell lawyers were instrumental in drafting the U.S. Securities Act of 1933, the U.S. Securities Exchange Act of 1934 and the U.S. Investment Company Act of 1940, the legislation that forms the foundation of present day U.S. securities laws and regulations. No law firm has more experience than Sullivan & Cromwell with matters before the financial market regulators in the United States, including the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA) (formerly known as the National Association of Securities Dealers), the Commodity Futures Trading Commission (CFTC) and the major stock exchanges. We provide comment on most of the substantive proposals introduced by these and other U.S. securities regulators. We are familiar with their evolving approaches on a wide variety of issues and practices, which permits us to propose novel and innovative transactional structures that meet the needs of our issuer clients.
Outside of the United States, we have participated for nearly a century in groundbreaking transactions that have been part of the opening of the world's capital markets to international investors. As in the U.S., this work has given us access to and familiarity with the capital markets regulators in the major markets around the world. In the EU, for example, we maintain close relationships with the English, French, German and EU regulators and are actively involved in commenting and advising on the emerging body of law surrounding the new EU Prospectus, Transparency and Market Abuse Directives and their implementing measures in France, Germany and elsewhere. We also have wide experience with listings on international exchanges, including London, Luxembourg and other European markets.
Worldwide Leadership
Sullivan & Cromwell's 12 offices worldwide encompass the world's most important financial markets. With established practices in EU, English, French, and German law, Sullivan & Cromwell is one of the most experienced and efficient firms for international offerings and capital markets work for non-U.S. issuers.
Our Firm represents issuers, underwriters, selling and controlling shareholders and other market participants from all over the world. Most of the offerings for non-U.S. issuers on which the Firm advises include sales of securities into the U.S. markets - but the non-U.S. tranche often constitutes the major portion and drives the structure of a large number of the transactions on which we work. A significant proportion of our deals includes no U.S. offering at all. In the EU, for example, the new rules under the Prospectus Directive are a principal basis for our work in the majority of the transactions on which we are now engaged.
Additional information on securities offerings by non-U.S. issuers can be found in the sections on each of our non-U.S. offices, and also in the securities secton of the following regions:
Asia: Securities
Australia/New Zealand: Securities
Canada: Securities
Europe: Capital Markets
Latin America: Capital Markets and Sovereign Finance
Africa: Securities, M&A and Other Advice
Middle East: Securities, M&A and Other Advice
Securities Law Advice
In addition to advising parties involved in new issues and offerings of securities, Sullivan & Cromwell advises numerous clients on non-transactional matters and compliance with the U.S. securities and stock exchange regulations, including those governing periodic reporting, Regulation FD and other disclosure matters; proxy statements and shareholder relations; SEC reports by officers, directors and large shareholders (Sections 13(d) and 16); corporate governance; share-based compensation schemes and other employee benefits; and share repurchase and other market activities.
The Firm has a leading practice representing clients who are involved in informal and formal investigations and enforcement proceedings brought by U.S. regulators. This provides us with additional insight into the priorities of those regulators (see Criminal Defense and Investigations).
In addition, S&C has been deeply involved in the analysis and interpretation of the Sarbanes-Oxley Act of 2002 and related corporate governance and disclosure reforms.
S&C provided comments to the SEC and stock exchanges on all the major rulemaking initiatives under Sarbanes-Oxley, many of which are cited in the SEC commentary, and has been a leader in the evolving interpretations under the new law. Sullivan & Cromwell partner John T. Bostelman authored The Sarbanes-Oxley Deskbook, an authoritative reference source for legal practitioners and business professionals. Fortune magazine calls it "the bible for securities lawyers." It provides guidance on how the new rules under Sarbanes-Oxley affect disclosure requirements, management certification, governance (including board of directors, audit committees, equity compensation), professional responsibility of attorneys, and audit and non-audit services.
Related Practice Areas
The Firm's securities practice brings together - as matters require - lawyers from most of our practice groups and all of our offices around the world, particularly including:
- Broker-Dealer Regulation
- Commodities, Futures and Derivatives
- Corporate Governance
- Criminal Defense and Investigations
- Mergers & Acquisitions
- Privatizations
- Securities Litigation
- Structured Finance
- Tax
Contacts for the Securities Practice
UNITED STATES: New York Office
John T. Bostelman
Robert E. Buckholz, Jr.
Andrew D. Soussloff
UNITED STATES: Los Angeles Office
Alison S. Ressler
UNITED STATES: Palo Alto Office
Scott D. Miller
UNITED STATES: Washington, D.C. Office
Robert S. Risoleo
EUROPE: Frankfurt Office
Krystian Czerniecki
Wolfgang Feuring
EUROPE: London Office
William A. Plapinger
George H. White III
EUROPE: Paris Office
William D. Torchiana
Richard Vilanova
PACIFIC RIM: Beijing and Hong Kong Offices
Chun Wei
PACIFIC RIM: Melbourne Office
John Estes
PACIFIC RIM: Sydney Office
Waldo D. Jones
PACIFIC RIM: Tokyo Office
Izumi Akai
