The Sullivan & Cromwell Consumer & Retail Group has worked on many of the landmark transactions that have defined the consumer and retail industry during the past several decades. The Firm offers clients comprehensive legal expertise paired with a practical understanding of today's commercial realities.
With a multidisciplinary and integrated global practice, the Firm provides its consumer and retail clients with relevant transactional advice and litigation expertise that is crucial to the successful execution and consummation of deals and the resolution of disputes.
M&A
The Firm is a perennial leader in global mergers and acquisitions, handling several of the consumer and retail industry’s largest and most complex transactions. S&C takes an interdisciplinary approach to this practice area, whereby lawyers from many areas of the Firm work together with clients and investment bankers, accountants, proxy solicitors and other advisers.
Corporate Finance
S&C brings a wealth of experience, industry knowledge and know-how to corporate finance transactions for consumer and retail issuers and borrowers from all over the world. The Firm also advises underwriters, placement agents, arrangers, shareholders and other market participants.
Intellectual Property
S&C handles intellectual property issues that arise in M&A and other corporate transactions. The Firm’s capabilities were expanded in 2010 with the addition of a Palo Alto-based partner who advises clients on corporate and transactional matters with intellectual property or technology components.
Executive Compensation and Benefits
The Firm’s Executive Compensation and Benefits Group is an integral part of the Firm’s M&A, restructuring and IPO activities, and it assists clients in negotiating employment agreements, implementing compensation and benefit plans and evaluating plan liabilities.
Litigation, Criminal Defense and Investigations
S&C’s litigators—which include some of the most skilled U.S. trial and regulatory lawyers—are distinguished by a diversity of experience, exceptional professional judgment and a proven track record of innovation.
S&C represents consumer and retail clients in litigation matters involving:
- Foreign Corrupt Practices Act,
- internal investigations,
- M&A transactions,
- intellectual property issues,
- Department of Justice and Securities and Exchange Commission inquiries,
- antitrust issues,
- securities actions, and
- tax issues.
SELECTED REPRESENTATIONS
Sullivan & Cromwell’s Consumer & Retail Group's mergers and acquisitions experience includes:
- American Greetings, as counsel to its special committee, in its acquisition by members of the Weiss family and certain related parties.
- Anheuser-Busch InBev, in its acquisition of the stake it did not already own in Grupo Modelo.
- Anheuser-Busch InBev, in its re-acquisition of Oriental Brewery from KKR and Affinity Equity Partners.
- Anheuser-Busch InBev, in its sale of Metal Container to Ball.
- Anheuser-Busch InBev, in its sale of Compañía Cervecera de Coahuila to Constellation Brands.
- AOT Bedding Super Holdings, as counsel to Ares Management, Ontario Teachers’ Pension Plan and AOT Bedding Super Holdings, in connection with Advent International’s majority interest acquisition in AOT Bedding (the parent company of National Bedding and the majority owner and licensee of Serta and Simmons Bedding).
- Apple American Group, as counsel to Goldman Sachs Capital Partners in its investment in Apple American Group.
- Avon Products, in its sale of Avon Japan to TPG Capital.
- Avon Products, in its acquisition of Silpada Designs.
- Billabong International, in the sale of its 51.5 percent interest in Nixon.
- Burger King Worldwide Holdings, as counsel to Justice Holdings Limited and Pershing Square Capital Management in connection with Justice’s business combination with Burger King Worldwide Holdings.
- China Mengniu Dairy, in its acquisition of Yashili International.
- Coca-Cola HBC, in its acquisition of Coca-Cola Hellenic Bottling.
- Coca-Cola HBC, in its redomicile to Switzerland and relisting on the London Stock Exchange.
- Collective Brands, in its sale to a consortium including Wolverine Worldwide, Blum Capital Partners and Golden Gate Capital.
- Combe, in the sale of its foot care, cough/cold and skin care businesses to Blistex.
- Coty, as counsel to Rhône Capital in its acquisition of 7.5 percent of the common stock of Coty.
- CSM, as counsel to Rhône Capital in its acquisition of CSM’s bakery supplies business.
- Diageo, in its sale of Barton & Guestier to Castel Frères.
- Diageo, in its acquisition of a 50 percent stake in Zacapa Empire.
- Empire, in connection with its pending acquisition of substantially all assets of Safeway’s Canadian subsidiary.
- Dole Food, as counsel to its special committee, in the acquisition by David Murdock, its chief executive officer and chairman, of the shares in Dole Food not already owned by Murdock.
- Gildan Activewear, in its acquisition of Anvil Holdings.
- GSI Commerce, RueLaLa and ShopRunner, as counsel to NRG Commerce, in its acquisition of GSI Commerce’s licensed sports business and a majority of the equity interests of RueLaLa and ShopRunner from eBay.
- Heckmann, as counsel to Goldman Sachs in Heckmann’s merger with China Water and Drinks.
- Iceland Foods, as counsel to Lord Graham Kirkham and Brait Capital as lead investors in the buyout of Iceland Foods.
- InBev, in its acquisition of Anheuser-Busch.
- Jo-Ann Stores, as counsel to its strategic transactions committee and board of directors, in its acquisition by Leonard Green & Partners.
- Landry’s Restaurants, as counsel to Pershing Square Capital Management, in connection with its investment in and agreement to vote its shares in favor of the going-private acquisition of Landry’s Restaurants.
- NBTY, in its acquisition by The Carlyle Group.
- Ontex, as counsel to Goldman Sachs Capital Partners VI Funds in their acquisition with TPG of Ontex.
- PepsiAmericas, as counsel to the transactions committee of its board of directors, in its sale to PepsiCo.
- Savers, as counsel to Savers Chairman Thomas Ellison and Chief Executive Officer Kenneth Alterman, in connection with the acquisition by Leonard Green & Partners and TPG Capital of the interests in Savers held by Freeman Spogli & Co.
- SunTx Capital Partners, in its acquisition of a majority stake in Carolina Beer & Beverage.
- Unicharm, in its acquisition of Unicharm PetCare.
- UNY, in its acquisition of Circle K Sunkus.
- UST, as counsel to the independent directors and strategic transaction committee of UST, in its acquisition by Altria Group.
S&C’s Consumer & Retail Group corporate finance experience includes representations of:
- ADT Security Services, as counsel to the underwriters, in a $2.5 billion Rule 144A/Reg S guaranteed bonds offering.
- ADT Security Services, as counsel to the underwriters, in a $700 million Rule 144/Reg S senior unsecured notes offering.
- Anheuser-Busch InBev, as counsel to the issuer, in multiple debt and equity offerings with aggregate proceeds in excess of $40 billion since 2008.
- Coca-Cola, as counsel to the underwriters, in a $2 billion Rule 144A/Reg S notes offering.
- Coca Cola HBC Finance, as counsel to the issuer, in a $1.06 billion Securities and Exchange Commission-registered guaranteed medium-term notes offering.
- Diageo, as counsel to the issuer, in multiple SEC-registered guaranteed global notes offerings with aggregate proceeds in excess of $7 billion.
- Dun & Bradstreet, as counsel to the underwriters, in a $1.75 billion aggregate principal amount of SEC-registered senior notes offerings.
- The Gap, as counsel to the underwriters, in a $1.3 billion SEC-registered offering of global notes.
- H.J. Heinz, as counsel to the underwriters, in multiple SEC-registered and Rule 144A unsecured notes offerings with aggregate proceeds in excess of $1.4 billion.
- priceline.com, as counsel to the issuer, in multiple Rule 144A convertible notes offerings with aggregate principal amount of $2.4 billion.
- Sara Lee, as counsel to the arranger, in a $3.6 billion delayed-draw term loan credit agreement.
- Suntory Beverage & Food, as counsel to the underwriters, in a $3.9 billion IPO and Tokyo listing of common stock.
- Woolworths, as counsel to the issuer, in multiple Rule 144A/Reg S senior unsecured notes offerings with a more than $2.1 billion aggregate principal amount.
S&C’s Consumer & Retail Group litigation, criminal defense and investigation experience includes representations of:
- Albertsons, in the investigation of a shareholder demand letter.
- Anheuser-Busch, in an ad hoc/United Nations Commission on International Trade Law arbitration with Grupo Modelo that threatened Anheuser-Busch’s $60+ billion acquisition by InBev.
- Collective Brands (formerly Payless ShoeSource) and several of its present and former directors, in a securities fraud class action. S&C has also represented Collective Brands in merger-related class-action litigations, insurance coverage and trademark infringement disputes.
- Diageo, on a number of matters, including class-action litigations, investigations by various government agencies relating to the Foreign Corrupt Practices Act and disputes involving issues related to trademark licensing agreements.
- Dyson, in a series of significant intellectual property litigation matters, primarily involving patent infringement claims.
- Gildan Activewear, in U.S. federal securities fraud claims in multijurisdictional securities law proceedings in the United States and Canada.
- Gildan Activewear, in antitrust matters in Gildan’s acquisition of Gold Toe Moretz Holdings.
- Spiegel, in connection with a regulatory investigation of Spiegel by the SEC concerning alleged misstatements in the company’s public filings and news releases.
