Sullivan & Cromwell LLP

The Firm’s extensive experience with high-yield debt offerings covers numerous industries, including telecommunications, healthcare, energy, natural resources and banking, both within the U.S. and around the globe. S&C also has the resources and market expertise to efficiently structure high-yield transactions involving multiple jurisdictions.

S&C offers clients a unique approach built upon a history of innovation that includes working on many of the first LBOs and obtaining the first SEC No Action letter allowing the exchange of privately placed securities for publicly traded ones, inventing the type of transaction subsequently referred to as “Exxon Capital Exchange Offers.”

What Sets S&C’s High-Yield Debt Practice Apart?

Effective and Efficient Transaction Management

S&C’s demonstrated expertise in managing complex transactions has often been a key element in the success of high-yield transactions, which generally involve tight funding windows and parties with diverse interests. S&C was involved in many of the first LBO transactions and has built its practice by handling many of the world’s most complex and important leveraged financing transactions.

Significant Market Experience

S&C advises issuers, underwriters and various types of purchasers of high-yield debt and similar securities. Our experience with these different market participants, including in distressed situations, provides us with insight that further enhances our comprehensive approach to client service.

Integrated Approach to Legal Services

Clients also benefit from our preeminence in capital markets transactions and acquisition finance and, in many cases, the high-yield team utilizes the Firm’s expertise in a wide range of other areas such as tax, commercial real estate, environmental law, employee benefits, Investment Company Act, project finance and litigation. These resources, together with close working relationships within the Firm and between the Firm’s offices, enable S&C to deliver comprehensive service in a rapid and seamless manner.

Recent Representations

Recent high-yield debt offering representations include:

• AMC Networks Inc.

$600 million high-yield global notes offering (counsel to the issuer)

• American Casino & Entertainment Properties LLC and ACEP Finance Corp.

$375 million Exxon Capital Exchange offer (counsel to the issuer) 

• Aquilex Holdings LLC

$285 million unregistered high-yield notes offering (counsel to the issuer) 

• Asbury Automotive Group, Inc.

$150 million unregistered high-yield notes offering (counsel to the underwriters) 

• Aurora Oil & Gas Ltd.

$200 million Rule 144A/Reg S high-yield senior notes offering (counsel to the issuer)

• Boart Longyear

$300 million high-yield notes offering (counsel to the underwriters) 

• Cablevision Systems Corporation

$750 million senior unsecured notes offering (counsel to the issuer) 

• Case New Holland Inc.

$1.0 billion high-yield notes offering (counsel to the issuer) 

• CEMEX, S.A.B. de C.V.

€115 million and $1.0 billion private exchange offerings of senior notes (counsel to the issuer) 

• CIT Group Inc.

$3.25 billion Rule 144A/Reg S high-yield second-priority secured notes, with contingent rights (counsel to the issuer) 

• CSC Holdings, Inc.

$526 million high-yield notes offering (counsel to the issuer) 

• Dish DBS Corporation, a subsidiary of Dish Network Corporation

$400 million high-yield notes offering (counsel to the issuer) 

• EchoStar DBS Corporation

$750 million high-yield senior notes offering (counsel to the issuer) 

• Forest City Enterprises

$125 million high-yield senior notes offering (counsel to the issuer)

• Fortescue Metals Group Ltd.

$2.0 billion high-yield senior notes offering (counsel to the issuer) 

• H.J. Heinz Company

$350 million high-yield notes offering (counsel to the underwriters) 

• Health Net, Inc.

$400 million high-yield notes offering (counsel to the issuer)

• HudBay Minerals Inc.

$500 million high-yield senior notes offering (counsel to the issuer)

• J2 Global, Inc.

$250 million Rule 144A/Reg S high-yield senior notes offering (counsel to the issuer)

• Jaguar Land Rover PLC, a wholly owned subsidiary of Tata Motors Limited

£500 million Rule 144A/Reg S high-yield senior unsecured notes offering (counsel to the underwriters) 

• Kinove German Bondco GmbH

$860 million Rule 144A/Reg S high-yield notes offering (counsel to the issuer) 

• NuFarm Australia Ltd.

$325 million Rule 144A/Reg S high-yield guaranteed bonds offering (counsel to the underwriters)

• NXP B.V.

$1.0 billion Rule 144A/Reg S high-yield senior secured notes offering (counsel to the issuer) 

• R.R. Donnelley & Sons Co.

$450 million high-yield global notes offering (counsel to the issuer)

• Regions Financial Corp.

$500 million high-yield depositary shares offering (counsel to the issuer)

• Sotheby’s

$300 million Rule 144A/Reg S high-yield senior notes offering (counsel to the underwriters)

• Talecris Biotherapeutics

$600 million high-yield notes offering (counsel to the underwriters) 

• Toys “R” Us

$950 million high-yield notes offering (counsel to the issuer) 

• United Rentals Inc.

$2.8 billion Rule 144A/Reg S high-yield senior notes offering (counsel to the issuer) 

• Veritas Capital Management LLC

$327 million Rule 144A/Reg S high-yield senior notes offering (counsel to the issuer)

Sullivan & Cromwell is committed to fostering a diverse and inclusive work environment. We believe that diversity is vital to the Firm’s ability to provide our clients with the highest level of service. Accordingly, the Firm’s culture and policies value the unique abilities and perspectives of every individual and support diversity in its broadest sense, including race, gender, ethnicity, sexual orientation, gender identity, gender expression, disability and religious affiliation. 

The Firm’s Diversity Committee, which is charged with assisting in the development of a diverse and inclusive workforce, is comprised of lawyers who hold positions of leadership and influence within the Firm. A member of the Firm’s Management Committee co-chairs the Diversity Committee. Other members of the Diversity Committee include the Firm’s senior chairman, practice group managing partners, hiring partners, assigning partners, chairs of the Firm’s associate affinity networks, and chairs of the Women’s Initiative Committee. The Firm also has a Diversity Management Department (“DMD”), which is charged with developing, implementing and coordinating the Firm’s diversity and inclusion initiatives, events and programs. Realizing the importance of an integrated approach, the DMD works closely with our Recruiting, Professional Development and Legal Personnel Departments to monitor the effectiveness of our extensive diversity initiatives and programs to further the Firm’s mission.

This ongoing commitment has led to great results, including the increased diversity of our partnership. As of January 1, 2013, the Firm had elected thirty-nine partners worldwide in the prior six years; of these thirty-nine partners, thirteen are women, eleven are minorities, and one is openly gay.

In its most recent rankings, Vault listed S&C as among the “20 Best Law Firms for LGBT Diversity.” In addition, MultiCultural Law magazine has named S&C to its annual lists of the “Top 100 Law Firms for Women” and “Top 100 Law Firms for Diversity” for several years, including most recently in 2012. Click here for Diversity Recognitions.

In addition, our lawyers have diverse backgrounds; they speak over 30 languages fluently and they come from approximately 40 different countries and 150 different law schools.