Capital Markets " They are my number one firm to go to when stakes are the highest. They are incredibly proactive and incredibly knowledgeable." ...
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Capital Markets
“ They are my number one firm to go to when stakes
are the highest. They are incredibly proactive and
incredibly knowledgeable.”
— Chambers Global
Attorney Advertising – Prior results do not guarantee a similar outcome.
Overview
Overview
League Tables
Full Scope of Service
Equity
Debt
W ith a depth of experience that stretches back to the preparation of the first major registration statement under the Securities Act, Sullivan &
Cromwell’s role in the development of global capital markets is unmatched. Our lawyers were instrumental in the drafting and development of the
Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940. S&C has also played a key role in developing modern
SPAC
capital markets in many countries, including in Europe and in Asia. Today, our lawyers are routinely at the leading edge of the global capital markets,
advising our clients on their most significant transactions and regulatory considerations, while playing a key role in recent developments pertaining to
PIPE
securities disclosures and the structuring of capital markets offerings, such as those related to environmental, social and governance (ESG) issues.
Corp Gov/Disclosures We are a market leader, familiar with trends, practices and regulatory developments. Our clients can choose from among the best-known firms in the
world but our clients tell us they hire S&C instead of other firms because:
Contacts
Creative Problem Solving Authoritative Source Market Leader in ESG Topics
Pro Bono We bring creative problem solving to the most complex As thought leaders, S&C lawyers keep our clients informed Our lawyers regularly advise clients on ESG issues and
issues arising in transactions. Because of our close teams on the critical and pressing topics in the industry and have advised on a number of innovative “first-of-its-kind”
Diversity, Equity and Inclusion and collaborative culture, we bring the expertise of the frequently partner with bar associations, universities, sustainability, social and green bond offerings around
entire Firm to accomplish our clients’ commercial and industry groups and learning organizations to help our the world.
strategic objectives. clients stay at the forefront of knowledge and practice.
Online Resources
S&C lawyers have authored and published numerous
Close Team authoritative reference sources on securities laws for
legal practitioners and business professionals, including
Practice Group
Nearly all S&C partners have been with the Firm and
have worked closely with each other since the start of
The Public Company Deskbook: Compliance with Federal of the Year for
Governance & Disclosure Requirements and WpPG und EU-
their careers. ProspektVO. Capital Markets
Recognized Expertise Integrated Firm Law360, 2019
Led by over 40 partners worldwide, our Capital Markets Through our 13 offices on four continents, we act as one
group offers a deep bench of top lawyers in the field with firm on a global scale taking an integrated approach to all
access to the full range of the Firm’s expertise. client matters worldwide.
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Overview
Overview
League Tables
Expertise Tailored for Each Phase of a Transaction
Equity
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Ongoing
“
SPAC Pre-transaction
Disclosure &
Structuring
Reporting
& Tax Advice
[They] are always available, commercial,
PIPE Requirements
Due
pragmatic and experienced.”
Listing Diligence
Chambers Global
Corp Gov/Disclosures
Contacts
“
We bring a depth
Offer Structure Financial
& Execution of experience and Information The team members can always put
Pro Bono understanding of the themselves in our shoes and offer flexible
client’s objectives to
Diversity, Equity and Inclusion solutions in consideration of the market
develop key strategies
Marketing at each phase of a
Corporate conditions.”
Governanace
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transaction. Chambers Global
Executive
Research Compensation
& Benefits
Publicity Prospectus
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League Tables
Overview
League Tables
Capital Markets League Tables (2015-2020)
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S &C has established a preeminent standing
in capital markets, further proven by
working on some of the biggest and most
S&C ranks as the number one issuer’s counsel in the following capital markets league tables
(by value ($ billions) and percentage of total)
SPAC Global Debt, Equity & Equity-related U.S. Debt, Equity and Equity-related
notable transactions of the last decade. Ours is
Out of $42.02 trillion total market value Out of $18.07 trillion total market value
a truly integrated “global” practice. We marshal
PIPE
the full resources of the Firm across all relevant S&C $1,327 (3.2%) S&C $1,020 (5.6%)
practice groups and jurisdictions in a way
Corp Gov/Disclosures 2nd $1,166 (2.8%) 2nd $927.2 (5.1%)
that our competitors simply do not. The
Group executes a wide variety of transactions 3rd $1,121 (2.7%) 3rd $688.1 (3.8%)
Contacts
across industries and geographic regions. We
4th $998.8 (2.4%) 4th $627.8 (3.5%)
have extensive experience advising issuers,
Pro Bono
underwriters and selling shareholders on 5th $872.7 (2.1%) 5th $597.7 (3.3%)
Diversity, Equity and Inclusion
first-time listings and IPOs; share repurchase
programs; delistings and privatizations;
investment grade debt; high yield debt; Global Straight Debt U.S. Straight Debt
Online Resources
Out of $37.30 trillion total market value Out of $11.75 trillion total market value
convertible notes; special purpose acquisition
company (SPAC) IPOs; follow-on offerings; S&C $1,146 (3.1%) S&C $975.5 (8.3%)
rights offerings; spin-offs; liability management
transactions; private investment in public equity 2nd $1,016 (2.7%) 2nd $858.7 (7.3%)
(PIPE) transactions; and private placements. 3rd $940.0 (2.5%) 3rd $630.6 (5.4%)
4th $887.9 (2.4%) 4th $497.3 (4.2%)
5th $761.6 (2.0%) 5th $452.9 (3.90%)
Source: Refinitiv, February 2021
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League Tables
Overview
League Tables Capital Markets League Tables (2015-2020) continued
Equity
S&C ranks as the number one issuer’s counsel in the following capital markets league tables (by value ($ billions) and percentage of total)
Debt
Germany Debt, Equity & Equity-related Asia-Pacific (including Japan) Debt, Equity and Equity-related Australia Debt, Equity and Equity-related
SPAC
Out of $2.1 trillion total market value Out of $17.45 trillion total market value Out of $1.27 trillion total market value
PIPE S&C $325.0 (15.4%) S&C $252.4 (1.4%) S&C $97.65 (7.7%)
2nd $59.6 (2.8%) 2nd $178.0 (1.0%) 2nd $26.8 (2.1%)
Corp Gov/Disclosures
3rd $53.2 (2.5%) 3rd $152.9 (0.9%) 3rd $26.1 (2.1%)
Contacts
4th $48.0 (2.3%) 4th $147.4 (0.8%) 4th $12.4 (1.0%)
Pro Bono 5th $44.8 (2.1%) 5th $108.7 (0.6%) 5th $8.2 (0.6%)
*U.S. firms only *U.S. firms only
Diversity, Equity and Inclusion
Germany Bonds Japan Debt, Equity & Equity-related Australia International Bonds
Online Resources Out of $1.95 trillion total market value Out of $1.81 trillion total market value Out of $411.39 billion total market value
S&C $304.0 (15.6%) S&C $120.7 (6.7%) S&C $108.2 (26.3%)
2nd $58.3 (3.0%) 2nd $88.6 (4.9%) 2nd $52.7 (12.8%)
3rd $45.8 (2.3%) 3rd $67.7 (3.7%) 3rd $23.8 (5.8%)
4th $42.0 (2.2%) 4th $50.6 (2.8%) 4th $10.0 (2.4%)
5th $33.2 (1.7%) 5th $15.6 (0.9%) 5th $7.9 (1.9%)
*U.S. firms only
Source: Refinitiv, February 2021
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League Tables
Overview
League Tables
A Go-To Firm for Complex, Global IPOs
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S ullivan & Cromwell has extensive experience on initial public offerings and listings both inside the U.S. and around the globe. S&C has built a solid
reputation as the law firm of choice when it comes to global IPOs, having worked on over 700 IPOs, including six of the top ten IPOs of all time.
SPAC
Year Issuer Name Counsel Value ($ Millions)
PIPE 2019 Saudi Arabian Oil Company $25,601
2014 Alibaba Group Holdings Inc. Underwriters and Selling Shareholders $25,030
Corp Gov/Disclosures 2018 SoftBank Corp. Issuer $23,550
2010 The Agricultural Bank of China Ltd. $22,100
Contacts
2006 Industrial and Commercial Bank of China (ICBC) Strategic Investors $21,900
Pro Bono 2010 AIA Group Ltd. Underwriters $20,500
2008 Visa Inc. $19,600
Diversity, Equity and Inclusion
2010 General Motors Co. $18,100
1998 NTT Mobile Communications Network Inc. Issuer $18,000
Online Resources
1999 ENEL S.p.A. Issuer and Selling Shareholders $16,600
Source: Refinitiv, February 2021
“ If you ask about dominant law
firms on share offerings I would
say it is totally Sullivan & Cromwell,
especially IPOs.”
“ Clients value the firm’s
understanding of their business
and goals, explaining that ‘they’re
good at finding solutions.’”
Chambers Global Chambers USA
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Equity
Overview
League Tables
IPO Highlights
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SPAC
PIPE The AZEK Company Inc. (NYSE: AZEK) AUTO1 Group SE (FWB: AG1)
S&C advised AZEK on its $879.5 million IPO. S&C advised AUTO1 on German and U.S. law matters on its €1.8 billion
Corp Gov/Disclosures IPO, the first IPO in Germany in 2021 and one of the largest German
Based in Chicago, Illinois, AZEK is an industry-leading manufacturer of
offerings in the past two decades.
beautiful, low-maintenance and environmentally sustainable residential
Contacts
and commercial building products focused on the outdoor living market. Based in Berlin, Germany, AUTO1 is a multi-brand technology company
Its recycling program diverted approximately 400 million pounds of that operates Europe’s largest wholesale platform for used cars.
Pro Bono
waste and scrap from landfills in 2020.
The IPO included an offering of new and existing shares from 11
Diversity, Equity and Inclusion The offering consisted of 38.238 million shares of Class A common shareholders and an investment commitment from a cornerstone investor.
stock at a price of $23.00 per share, including the exercise in full by the
The company’s shares opened at €55 a share, 45% above the price at
Online Resources underwriters of their option to purchase up to 4.988 million additional
which they were sold to investors, in an oversubscribed offering that
shares of Class A common stock.
valued AUTO1 at €7.9 billion.
Prior to the completion of the offering, CPG Newco LLC converted into a
This deal marks another successful e-commerce IPO for S&C, which had
corporation and changed its name to The AZEK Company Inc.
previously advised on virtually every e-commerce IPO out of Germany,
Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC and including those of Delivery Hero, Hello Fresh, Jumia Technologies, Rocket
Jefferies LLC served as the joint lead bookrunning managers. Internet and Zalando.
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Overview
League Tables IPO Highlights continued
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SPAC
PIPE Nuix Limited (ASX: NXL) Shenzhen Hepalink Pharmaceutical Group Co., Ltd. (HKSE: 9989)
S&C represented the underwriters on Nuix’s A$953 million IPO, at the S&C advised the underwriters on Hong Kong and U.S. law matters on
Corp Gov/Disclosures time the largest Australian IPO since 2018. Hepalink’s $523 million IPO.
Contacts Based in Sydney, Australia, Nuix is a provider of investigative analytics At the time, the transaction was the largest IPO in the healthcare
and intelligence software to customers in 78 countries. Over the last sector in Hong Kong in 2020 and the largest H share IPO in Hong
Pro Bono
15 years, Nuix software has been used in investigations into some Kong by an A-share listed company in 2020.
headline events, including the Panama Papers, the Royal Commission
into Misconduct in the Banking, Superannuation and Financial Service Hepalink is a Shenzhen, China-based pharmaceutical company with
Diversity, Equity and Inclusion global pharmaceutical, biotech and CDMO businesses. Its A shares have
Industry in Australia, organized crime rings, corporate scandals and
terrorist activities. been listed on the Shenzhen Stock Exchange since 2010.
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The offer comprised A$276 million raised in a primary offering and A$677 The IPO consisted of a global offering of 220.094 million shares,
comprising 22.010 million Hong Kong shares and 198.084 million
million raised in a secondary offering by certain existing shareholders,
international shares.
including Macquarie Corporate Holdings Pty Limited, Nuix’s largest
shareholder. Following the transaction, Macquarie Corporate continues to The offering consisted of a Rule 144A offering and a Regulation S
hold 30% of the shares in Nuix on a fully diluted basis. offering, with a public offering in Hong Kong.
The shares were offered in the United States to qualified institutional Goldman Sachs and Morgan Stanley were the joint sponsors, and
buyers pursuant to Rule 144A and outside the United States in reliance Goldman Sachs, Morgan Stanley and CMBI were the joint global
on Regulation S. coordinators of the global offering.
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Overview
League Tables
Other Global IPOs and Listings
Equity
Debt Brockhaus Capital Management AG (Germany) JOINN Laboratories Co., Ltd. (China) Siemens Healthineers (Germany)
€100 million Rule 144A/Reg S IPO and Frankfurt Stock $839 million Rule 144A/Reg S IPO and HKSE listing (at the €4.2 billion Rule 144A/Reg S IPO and Frankfurt Stock Exchange
Exchange listing (the second Prime Standard IPO in time, the largest IPO in the healthcare sector in Hong listing (the largest European IPO of the year), 2018
SPAC Germany of the year), 2020 Kong in the past six months), 2021 Counsel to the underwriters
Counsel to the issuer Counsel to the sole sponsor and underwriters
PIPE SoftBank Corporation (Japan)
Budweiser Brewing Company APAC Limited (Hong Kong) Jumia Technologies AG (Germany) ¥2.65 trillion Rule 144A/Reg S IPO and Tokyo Stock Exchange
$5.75 billion IPO, spin-off from Anheuser-Busch InBev SA/ $225.1 million SEC-registered IPO and NYSE listing, 2019 listing (the world’s third-largest IPO), 2018
Corp Gov/Disclosures
NV and HKSE listing (the largest Hong Kong IPO of the Counsel to the issuer Counsel to the issuer
year), 2019
Contacts Counsel to the issuer as to U.S. and HK laws
Kangji Medical Holdings Limited (China) Stellantis NV (Netherlands)
$440 million Rule 144A/Reg S IPO and HKSE listing, 2020 Listing of Stellantis shares on Euronext Paris, and
China East Education Holdings Limited (China) Counsel to the joint sponsors and underwriters supplemental listing on Borsa Italiana and NYSE, 2021
Pro Bono
$625 million IPO and HKSE listing (the largest IPO in the Counsel to the issuer
education sector globally at the time), 2019
Levi Strauss & Co. (U.S.)
Diversity, Equity and Inclusion Counsel to the underwriters Tyro Payments (Australia)
$717 million SEC-registered IPO and NYSE listing, 2019
Counsel to the underwriters A$287.2 million Rule 144A/Reg S IPO and ASX listing
Coronado Global Resources Inc. (Australia) (the largest IPO on ASX of the year), 2019
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A$774 million Rule 144A/Reg S IPO and ASX listing, 2018 Counsel to the issuer
New Horizon Health Limited (China)
Counsel to the issuer
$263 million Rule 144A/Reg S IPO and HKSE listing, 2021
Unity Software Inc. (U.S.)
Counsel to the underwriters as to HK and U.S. laws
Dalrymple Bay Infrastructure Limited (Australia) $1.495 billion SEC-registered IPO and NYSE listing, 2020
A$656 million Rule 144A/Reg S IPO and ASX listing, 2020 Counsel to the underwriters
ON24, Inc. (U.S.)
Counsel to the underwriters
$492.3 million SEC-registered IPO and NYSE listing, 2021
Upstart Holdings, Inc. (U.S.)
Counsel to the underwriters
Global Fashion Group S.A. (Luxembourg) $276.4 million SEC-registered IPO and Nasdaq Global Select
€198 million Rule 144A/Reg S IPO and Frankfurt Stock Market listing, 2020
PharmaSGP Holding SE (Germany) Counsel to the underwriters
Exchange listing, 2019
Counsel to the issuer €126.8 million IPO and Frankfurt Stock Exchange listing
(the first Prime Standard IPO in Germany of the year), 2020 ZIM Integrated Shipping Services Ltd. (Israel)
Counsel to the issuer
$217.5 million SEC-registered IPO and NYSE listing, 2021
Counsel to the underwriters
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Overview
League Tables
Other Equity
Equity
Debt Bayer AG (Germany) DraftKings Inc. (U.S) International Consolidated Airlines Group (U.K.)
$1.6 billion SEC-registered secondary sale of shares of Elanco $3.75 billion aggregate total of two SEC-registered offerings €2.74 billion Reg S offering of common shares, 2020
Animal Health Incorporated, 2020 of common stock, 2020 Counsel to the issuer
SPAC €3.0 billion Rule 144A/Reg S offering of shares, 2018 Counsel to the issuer
Counsel to Bayer SoftBank Group Corp. (Japan)
PIPE Equitable Holdings, Inc. (U.S.) $15.6 billion common stock offering by T-Mobile US, Inc.
Black Knight Inc. (U.S.) $300 million SEC-registered offering of depositary shares, (T-Mobile), which used the proceeds to purchase an equal
$484 million SEC-registered offering of shares of common representing its fixed-rate noncumulative perpetual number of common stock of SoftBank, 2020
Corp Gov/Disclosures preferred stock, 2021
stock, 2020 $2.0 billion rights offering of T-Mobile shares to existing
$680 million SEC-registered offering of shares of common $500 million SEC-registered offering of depositary shares, minority T-Mobile shareholders, 2020
stock, 2018 representing its fixed-rate reset noncumulative perpetual $1.7 billion offering of Mandatory Exchangeable Trust
Contacts
Counsel to the underwriters preferred stock, 2020 Securities (the second-largest METS offering since 2010),
$5.0 billion aggregate total of three SEC-registered offerings 2020
Pro Bono of common stock, 2019 the purchase by Marcelo Claure of shares of T-Mobile, which
BPER Banca S.p.A. (Italy) Counsel to the underwriters used the proceeds to purchase an equal number of shares from
€800 million Rule 144A/Reg S rights offering of ordinary SoftBank, generating $515 million in proceeds for SoftBank
Diversity, Equity and Inclusion shares, 2020
Fiserv, Inc. (U.S.) Counsel to SoftBank with respect to its shares of T-Mobile
Counsel to the issuer
$2.7 billion SEC-registered secondary offering of common ¥1.2 trillion Reg S offering of common stock by SoftBank
Online Resources stock and $589 million repurchase of common stock, 2021 Corp., 2020
Cannae Holdings Inc. (U.S.) $2.7 billion aggregate total of two SEC-registered secondary Counsel to the issuer
$396 million SEC-registered offering of common stock, 2020 offerings of common stock, 2020
$236.2 million SEC-registered offering of common stock, Counsel to the issuer QuantumScape Corporation (U.S.)
2019
$478.4 million SEC-registered follow-on offering of common
Counsel to the underwriters
Intercontinental Exchange Inc. (ICE) (U.S.) shares, 2021
$899.7 million SEC-registered secondary offering of common Counsel to the underwriters
Delivery Hero SE (Germany) stock in connection with ICE’s acquisition of Ellie Mae, Inc., 2020
€1.25 billion private placement of shares by way of $920 million SEC-registered secondary offering of common WiseTech Global Limited (Australia)
accelerated bookbuild, 2021 stock in connection with ICE’s acquisition of Ellie Mae, Inc., 2020 $213.66 million Rule 144A/Reg S offering of ordinary
€571 million private placement of new shares, 2020 Counsel to the issuer
shares, 2019
€1.15 billion secondary offering of ordinary shares, 2019 Counsel to the issuer
Counsel to the issuer
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Overview
League Tables
Investment Grade Debt
Equity
Debt Anheuser-Busch InBev SA/NV (Belgium) Enbridge Inc. (Canada) Raytheon Technologies Corporation (U.S.)
$6.0 billion SEC-registered offering of senior unsecured $500 million SEC-registered offering of senior notes (the first $9.2 billion private exchange offer of notes of its subsidiaries,
notes, 2020 issue of SOFR-linked notes by a non-financial issuer), 2021 Goodrich Corporation, Raytheon Company and Rockwell
SPAC $15.5 billion SEC-registered offering of senior unsecured Collins, Inc., 2020
$1.75 billion aggregate total of two SEC-registered offerings
notes, 2019 of notes, 2020 $2.0 billion SEC-registered offering of fixed-rate notes, 2020
PIPE $10.0 billion SEC-registered offering of notes, 2018 U.S. counsel to the issuer Counsel to the underwriters
Counsel to the issuer
Fiserv, Inc. (U.S.) Takeda Pharmaceutical Company Limited (Japan)
Corp Gov/Disclosures
AT&T Inc. (U.S.) $2.0 billion SEC-registered offering of notes, 2020 $7.0 billion and €3.6 billion SEC-registered offerings of
$21.5 billion Section 4(a)(2) private placement of notes in $9.0 billion, €1.5 billion and £1.05 billion SEC-registered senior notes (its inaugural SEC-registered offering of
Contacts connection with a series of exchange offers, 2020 offerings of senior unsecured notes in connection Fiserv’s securities), 2020
$30.83 billion aggregate total of five SEC-registered offerings
acquisition of First Data Corporation, 2019 €7.5 billion and $5.5 billion Rule 144A/Reg S offerings of senior
of notes, 2020 Counsel to the issuer notes (the largest debut euro-denominated unsecured
Pro Bono bond offering and the largest dollar-denominated bond
Exchange offer by way of private placement and $9.68 billion
Section 4(a)(2) and Rule144A/Reg S offering of notes, 2020 The Goldman Sachs Group, Inc. (U.S.) offering by a Japanese issuer at the time), 2018
Counsel to the issuer
Diversity, Equity and Inclusion $9.58 billion aggregate total of two SEC-registered offerings $19.3 billion aggregate total of four SEC-registered offerings
of notes, 2019 of notes (including its inaugural Sustainability Bond
Counsel to the underwriters offering), 2021 United Technologies Corporation (UTC) (U.S.)
Online Resources C$2.25 billion aggregate total of two SEC-registered Maple $14.5 billion Rule 144A/Reg S offering of bonds in connection
bond offerings of notes, 2021 with the announced spin-offs of UTC subsidiaries Otis
BP plc (U.K.)
$13.0 billion aggregate total of five SEC-registered offerings Worldwide Corporation and Carrier Global Corporation, 2020
$2.0 billion SEC-registered offering of guaranteed notes, 2021 Counsel to the initial purchasers
of notes, 2020
$12.0 billion aggregate of a novel multi-currency, multi-
$3.25 billion aggregate total of three registered and $11.0 billion and €2.0 billion SEC-registered offerings of
tranche hybrid perpetual bond offering (including its
unregistered offerings of notes, 2019 notes, 2018
first hybrid securities offering and the first corporate
Counsel to the underwriters Counsel to the underwriters
perpetual hybrid bond offering in the U.S.), 2020
$11.25 billion aggregate total of six SEC-registered offerings
of notes, 2020 Intercontinental Exchange, Inc. (ICE) (U.S.) Upjohn Inc. (n/k/a Viatris Inc.)/Upjohn Finance BV (U.S.)
$3.5 billion aggregate total of three SEC-registered offerings $6.5 billion SEC-registered offering of senior notes in $7.45 billion Rule 144A/Reg S offering and €3.6 billion Reg S
of notes, 2019 connection with ICE’s acquisition of Ellie Mae, 2020 offering of senior notes in connection with the combination of
$5.0 billion aggregate total of three SEC-registered offerings $2.5 billion SEC-registered offering of senior notes, 2020 the Upjohn generic medicines business and Mylan NV, 2020
of notes, 2018 $2.25 billion SEC-registered offering of senior notes, 2018 Counsel to the initial purchasers
Counsel to the issuer Counsel to the issuer
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Overview
League Tables
High Yield
Equity
Debt Adient US LLC (U.S.) Gartner, Inc. (U.S.) Spirit AeroSystems Inc. (U.S.)
$600 million Rule 144A/Reg S offering of senior first lien $1.6 billion aggregate total of two Rule 144A/Reg S offerings $1.7 billion aggregate total of two Rule 144A/Reg S offerings
notes, 2020 of senior unsecured notes, 2020 of senior secured notes, 2020
SPAC $800 million Rule 144A/Reg S offering of senior first lien Counsel to the issuer Counsel to the issuer
notes, 2019
Counsel to the issuer Standard Industries Inc. (U.S.)
PIPE Hudbay Minerals Inc. (Canada)
$600 million Rule 144A/Reg S offering of senior notes, 2021 $2.55 billion aggregate total of three Rule 144A/Reg S
AMC Networks Inc. (U.S.) $600 million Rule 144A/Reg S offering of senior notes, 2020 offerings of senior notes, 2020
Corp Gov/Disclosures
$1.0 billion SEC-registered offering of senior notes, 2021 Counsel to the issuer €250 million Rule 144A/Reg S offering of senior notes, 2020
Counsel to the issuer €600 million Rule 144A/Reg S offering of senior notes (its
Contacts J2 Global, Inc. (U.S.) inaugural Eurobond offering), 2019
Counsel to the issuer
Arconic Corporation (U.S.) $750 million Rule 144A/Reg S offering of senior notes, 2020
Pro Bono $700 million Rule 144A/Reg S offering of senior secured Counsel to the issuer
notes, 2020 Vector Group Ltd. (U.S.)
Counsel to the issuer $875 million Rule 144A/Reg S offering of senior secured
Jaguar Land Rover Automotive plc (U.K.)
Diversity, Equity and Inclusion notes, 2021
$1.35 billion aggregate total of two Rule 144A/Reg S
Cheniere Energy, Inc. (U.S.) $230 million Rule 144A/Reg S offering of senior notes, 2019
offerings of senior notes, 2020
Counsel to the issuer
Online Resources $2.0 billion Rule 144A/Reg S offering of senior secured €1.01 billion aggregate total of two Rule 144A/Reg S
notes, 2020 offerings of notes, 2019
Counsel to the issuer Counsel to the initial purchasers VICI Properties Inc. (U.S.)
$2.5 billion Rule 144A/Reg S offering of senior unsecured
Dish DBS Corporation (U.S.) Mineral Resources Limited (Australia) notes, 2020
$1.0 billion Rule 144A/Reg S offering of senior notes, 2020 $2.25 billion Rule 144A/Reg S offering of senior unsecured
$700 million Rule 144A/Reg S offering of notes (its inaugural
Counsel to the issuer notes, 2019
offering of high yield notes), 2019
Counsel to the issuer
Counsel to the issuer
Fortescue Metals Group Ltd (Australia)
Vrio Corp. (U.S.)
$1.5 billion Rule 144A/Reg S offering of senior unsecured Rent-A-Center, Inc. (U.S.)
notes, 2021 $1.0 billion Rule 144A/Reg S offering of senior notes, 2018
$450 million Rule 144A/Reg S offering of senior unsecured
Counsel to the issuer
$600 million Rule 144A/Reg S offering of senior unsecured notes, 2021
notes, 2019 Counsel to the issuer
Counsel to the issuer
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SPAC
Equity
Debt
S &C’s world-class capabilities in capital markets and M&A make it a preferred adviser to participants in some of the most notable SPAC transactions in
the marketplace. These transactions often require a combination of public securities offerings, private M&A, public M&A and cross-border tax issues
that greatly benefit from S&C’s tightly integrated, multidisciplinary team approach to staffing transactions. Selected recent representations include:
SPAC
Better HoldCo (U.S.) in its pending acquisition by Aurora
PIPE
Acquisition Corp. (U.S.), a SPAC, which will transform Better into
a publicly listed company, and the $1.5 billion PIPE by SoftBank
Corp Gov/Disclosures Group (Japan)
CNH Industrial (Netherlands) in its strategic and exclusive
Contacts Heavy-Duty Truck partnership with Nikola (U.S.), under which
CNH Industrial took a strategic stake in Nikola as the lead Series
D investor in connection with Nikola’s merger with VectoIQ
Pro Bono
Acquisition Corp. (U.S.), a publicly traded SPAC
Diversity, Equity and Inclusion DiamondHead Holdings Corp. (U.S.), a SPAC, in its
$300 million SEC-registered IPO and listing on Nasdaq, and in its
potential acquisition
Online Resources Lakestar SPAC I (Luxembourg), a SPAC, in its €275 million Rocket Internet Growth Opportunities Corp. (Cayman
private placement and Frankfurt Stock Exchange listing, the Islands), a SPAC, in its $250 million SEC-registered IPO and
DraftKings (U.S.) in its business combination with Diamond largest SPAC IPO ever in Germany and the first SPAC IPO in NYSE listing
Eagle Acquisition Corp. (U.S.), a publicly traded SPAC, and Germany in the last 10 years
SBTech (Global) Limited
Stellantis NV (Netherlands), as a strategic partner and investor
Pershing Square, L.P. (U.S.) in the $4.0 billion SEC-registered in Archer Aviation, Inc. (U.S.), in connection with Archer’s
Global Knowledge Training (U.S.) in its sale to Churchill SPAC IPO and NYSE listing of Pershing Square Tontine Holdings, pending business combination with Atlas Crest Investment
Capital Corp II (U.S.), a SPAC, from Rhône Capital (U.S.) as part of Ltd. (U.S.) (PSTH), the largest SPAC IPO of all time, and Corp. (U.S.), a SPAC, under which Archer will become a publicly
a three-way business combination with Software Luxembourg representing PSTH in the potential acquisition of a target listed company, and related $600 million PIPE
Holding, creating a $1.5 billion company
Reinvent Technology Partners Z (U.S.), a SPAC, in its TS Innovation Acquisitions Corp. (U.S.), a SPAC, in its
Hyzon Motors (U.S.) in its pending business combination with pending acquisition of Hippo Enterprises (U.S.), under which $300 million SEC-registered IPO and Nasdaq listing, and its
Decarbonization Plus Acquisition Corporation (U.S.), a SPAC, the combined company will become publicly traded, and the $1.56 billion pending merger with Latch, Inc. (U.S.) and the
under which Hyzon will become a publicly listed company, and $550 million PIPE in connection with the merger $190 million PIPE in connection with the merger
the $400 million PIPE in connection with the merger
13
www.sullcrom.comOverview
League Tables
PIPE
Equity
Debt
S &C has advised accredited investors, issuers and placement agents on numerous PIPE transactions. Our expertise spans the entire range of financial
products, including common stock, convertible preferred stock, convertible debt and warrants. Selected recent representations include:
SPAC
Act III Holdings, LLC (U.S.) in connection with:
the $160 million investment in PAR Technology Corporation
PIPE (U.S.), in connection with PAR’s acquisition of Punchh, Inc.
(U.S.), and its warrant to purchase additional shares of
common stock, 2021
Corp Gov/Disclosures
the $70 million investment in BJ’s Restaurants (U.S.) by way
of private placement of common stock and its warrant to
Contacts purchase additional shares of common stock, 2020
California Resources Corporation (U.S.) in connection with:
Pro Bono
the $50 million investment by Ares Management, L.P. (U.S.) by
way of private placement, 2018
Diversity, Equity and Inclusion the $825 million infrastructure joint venture and equity
Knoll, Inc. (U.S.) in its $164 million PIPE transaction, consisting Pershing Square Capital Management (U.S.) in its purchase
investment with Development Capital Resources (U.S.), 2018 of the sale of newly issued convertible preferred stock to of $500 million of common stock of the Howard Hughes
Online Resources Investindustrial VII L.P. (U.K.), 2020 Corporation (U.S.), 2020
Canada Pension Plan Investment Board (Canada) in its
$750 million investment in Aqua America Inc. (U.S.) in connection
Oaktree Capital Management (U.S.) in connection with SoftBank Group Corp. (Japan) in the purchase by SB
with its acquisition of Peoples in Canada (Canada), 2019
its preferred equity investment in Albertsons Companies, Northstar LP (Cayman Islands) of $750 million of convertible
Inc. (U.S.) alongside funds affiliated with Apollo Global notes from Invitae Corporation (U.S.) and $900 million of
Eastman Kodak Company (U.S.) in connection with: Management, Inc. (U.S.) and other investors – the aggregate convertible notes from Pacific Biosciences of California, Inc.
a series of PIPE transactions with Kennedy Lewis Investment investment by all participating investors represents a (U.S.), 2021
Management LLC (U.S.), 2021 17.5% stake in Albertsons, acquired for an aggregate of
the $100 million convertible debt investment by $1.75 billion, 2020 Stellantis NV (Netherlands), as a strategic partner and
Southeastern Asset Management Inc. (U.S.), 2019 its warrants to purchase shares of common stock of Sorrento investor in Archer Aviation, Inc. (U.S.), in the $600 million
Therapeutics, Inc. (U.S.), 2018-2019 common stock PIPE in connection with Archer’s pending
Galaxy Digital Holdings Ltd. (U.S.) in its $50 million private business combination with Atlas Crest Investment Corp. (U.S.),
placement of ordinary shares, 2020 a publicly-listed SPAC, 2021
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League Tables
Corporate Governance/Disclosures
Equity
Debt
S &C lawyers were instrumental in the drafting and development of the Securities Act of 1933, Securities Exchange Act of 1934 and Investment
Company Act of 1940, and we remain one of the most experienced law firms in matters before the SEC. S&C lawyers also have extensive experience
dealing with non-U.S. regulators, including the EU European Securities and Markets Authority, British Financial Conduct Authority, German Federal
SPAC
Financial Supervisory Authority, French Financial Market Authority and Hong Kong Securities and Futures Commission. We use our expertise to serve
clients worldwide in a variety of ways, including:
PIPE
Advising issuers across a range of their public reporting Helping to craft MD&As and risk factors to reflect the Assisting clients in crisis management responses,
Corp Gov/Disclosures and market disclosures; evolving issuer- and industry-specific business risks and including evaluating when, to what extent and in what
regulatory developments; manner such events (such as in response to regulatory
Advising management and boards dealing with
Contacts investigations or cyber-security incidents) are required
complex accounting and financial reporting issues; Ensuring that issuers’ proxy statements communicate
to be disclosed or other actions may be required to be
(and celebrate) their adherence to corporate
Advising on evolving developments regarding taken; and
governance best practices and clearly convey any of
Pro Bono ESG disclosure considerations for issuers, as well as
the issuers’ efforts to be responsive to shareholders; Assisting clients with responding to whistleblower
frameworks developed by the Sustainability Accounting
Standards Board, the Task Force on Climate-related activity.
Collaborating with issuers on all aspects of responding
Diversity, Equity and Inclusion
Financial Disclosures and other standard-makers; to shareholder proposals, including (i) advising about
“
potential bases to exclude proposals from an issuer’s
Handling internal investigations and other matters in
Online Resources proxy statement and drafting associated no-action
response to regulatory enforcement activity related to
request letters, (ii) negotiating settlements with
The team provides ‘high-quality
accounting, SOX, FCPA and other matters;
proponents, and (iii) drafting statements in opposition; advice across the board’ and it
Reviewing earnings releases, ad-hoc publications of
inside information and other public statements to Adapting CD&A disclosures to address issuers’ evolving is ‘a global one-stop shop for all
compensation and benefit programs, regulatory
ensure compliance with the use and disclosure of
requirements and proxy advisor scoring systems;
the work we do’.”
non-GAAP and non-IFRS financial measures, Regulation
FD, EU Market Abuse Regulation (MAR) and other Advising clients on all aspects of trading compliance, Chambers Global
requirements and best practices; including the use of 10b5-1 plans by executives and
issuer share repurchase programs;
15
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League Tables Corporate Governance/Disclosures continued
Equity
S&C regularly advises the following AIG Citizens Financial Jumia Technologies
Debt
companies, among others, Ally Financial Delivery Hero MSG Entertainment
American Express Diageo Regions Financial
SPAC on securities disclosures and
Amgen Donnelley Financial Ryder System
compliance matters.
PIPE Anheuser-Busch InBev Enbridge Schaeffler
AT&T Eni Standard Chartered
Corp Gov/Disclosures AXA First Republic Bank TLG Immobilien
Bank of Ireland Foxconn Interconnect Technology Tsingtao Brewery
Contacts
Baxter International Goldman Sachs UBS
BP ING United Rentals
Pro Bono
China Mobile Intercontinental Exchange Wells Fargo
Diversity, Equity and Inclusion
Online Resources
16
www.sullcrom.comOverview
League Tables
Contacts
Equity
USA
Debt Ari B. Blaut Donald R. Crawshaw Eric Kadel Sarah P. Payne
New York New York Washington, D.C. Palo Alto
+1 212 558 1656 +1 212 558 4016 +1 202 956 7640 +1 650 461 5669
blauta@sullcrom.com crawshawd@sullcrom.com kadelej@sullcrom.com paynesa@sullcrom.com
SPAC full bio full bio full bio full bio
Patrick S. Brown Robert G. DeLaMater Marion Leydier Robert W. Reeder III
PIPE Los Angeles New York New York New York
+1 310 712 6603 +1 212 558 4788 +1 212 558 7925 +1 212 558 3755
brownp@sullcrom.com delamaterr@sullcrom.com leydierm@sullcrom.com reederr@sullcrom.com
Corp Gov/Disclosures full bio full bio full bio full bio
Robert E. Buckholz Robert W. Downes Christopher L. Mann Alison S. Ressler
New York
Contacts New York New York Los Angeles
+1 212 558 3876 +1 212 558 4312 +1 212 558 4625 +1 310 712 6630
buckholzr@sullcrom.com downesr@sullcrom.com mannc@sullcrom.com resslera@sullcrom.com
full bio full bio full bio
Pro Bono full bio
C. Michelle Chen John E. Estes S. Neal McKnight John L. Savva
New York New York New York Palo Alto
Diversity, Equity and Inclusion +1 212 558 4195 +1 212 558 4349 +1 212 558 3316 +1 650 461 5610
chenc@sullcrom.com estesj@sullcrom.com mcknightn@sullcrom.com savvaj@sullcrom.com
full bio full bio full bio full bio
Online Resources
Catherine M. Clarkin William G. Farrar Scott D. Miller Rebecca J. Simmons
New York New York New York New York
+1 212 558 4175 +1 212 558 4940 +1 212 558 3109 +1 212 558 3175
clarkinc@sullcrom.com farrarw@sullcrom.com millersc@sullcrom.com simmonsr@sullcrom.com
full bio full bio full bio full bio
Jay Clayton Jared M. Fishman Inosi M. Nyatta Benjamin H. Weiner
New York New York New York New York
+1 212 558 4000 +1 212 558 1689 +1 212 558 7822 +1 212 558 7861
claytonj@sullcrom.com fishmanj@sullcrom.com nyattai@sullcrom.com weinerb@sullcrom.com
full bio full bio full bio full bio
Heather Coleman Sergio J. Galvis Rita-Anne O’Neill
New York New York Los Angeles
+1 212 558 4000 +1 212 558 4740 +1 310 712 6698
colemanc@sullcrom.com galviss@sullcrom.com oneillr@sullcrom.com
full bio full bio full bio
17
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League Tables Contacts continued
Equity
EMEA Asia-Pacific
Debt Nikolaos G. Andronikos Krystian Czerniecki York Schnorbus Garth W. Bray
London Frankfurt Frankfurt Hong Kong
+44 20 7959 890 +49 69 4272 5525 +49 69 4272 5200 +852 2826 8691
andronikosn@sullcrom.com czernieckik@sullcrom.com schnorbusy@sullcrom.com brayg@sullcrom.com
SPAC full bio full bio full bio full bio
Chris Beatty Olivier de Vilmorin Evan S. Simpson Keiji Hatano
PIPE London Paris London Tokyo
+44 20 7959 8505 +33 1 7304 5895 +44 20 7959 8426 +81 3 3213 6171
beattyc@sullcrom.com devilmorino@sullcrom.com simpsone@sullcrom.com hatanok@sullcrom.com
Corp Gov/Disclosures full bio full bio full bio full bio
Carsten Berrar Oderisio de Vito Piscicelli Konstantin Technau Waldo D. Jones Jr.
Frankfurt London London Sydney: +61 2 8227 6702
Contacts
+49 69 4272 5506 +44 20 7959 8589 +49 69 4272 5200 Melbourne: +61 3 9635 1500
berrarc@sullcrom.com devitopiscicellio@sullcrom.com technau@sullcrom.com jonesw@sullcrom.com
full bio full bio full bio full bio
Pro Bono
Vanessa K. Blackmore John Horsfield-Bradbury William D. Torchiana Ching-Yang Lin
London London Paris Hong Kong
Diversity, Equity and Inclusion +44 20 7959 8480 +44 20 7959 8491 +33 1 7304 5890 +852 2826 8606
blackmorev@sullcrom.com horsfieldbradburyj@sullcrom.com torchianaw@sullcrom.com linc@sullcrom.com
full bio full bio full bio full bio
Online Resources
Gauthier Blanluet Richard Pollack Jamieson J. Logie
Paris Frankfurt Hong Kong
+33 1 7304 6810 +49-69-4272-5200 +852 2826 8688
blanluetg@sullcrom.com pollackr@sullcrom.com logiej@sullcrom.com
full bio full bio full bio
Kathryn A. Campbell Clemens Rechberger Kay Ian Ng
London Frankfurt Hong Kong
+44 20 7959 8580 +49 69 4272 5200 +852 2826 8601
campbellk@sullcrom.com rechbergerc@sullcrom.com ngki@sullcrom.com
full bio full bio full bio
Gwen Wong
Beijing
+86 10 5923 5967
wonggw@sullcrom.com
full bio
18
www.sullcrom.comOverview
League Tables Contacts continued
Equity
Canada Latin America
Debt Robert E. Buckholz Robert G. DeLaMater Werner F. Ahlers Christopher L. Mann
New York New York New York New York
+1 212 558 3876 +1 212 558 4788 +1 212 558 1623 +1 212 558 4625
buckholzr@sullcrom.com delamaterr@sullcrom.com ahlersw@sullcrom.com mannc@sullcrom.com
SPAC full bio full bio full bio full bio
Catherine M. Clarkin John E. Estes Sergio J. Galvis
PIPE New York New York New York
+1 212 558 4175 +1 212 558 4349 +1 212 558 4740
clarkinc@sullcrom.com estesj@sullcrom.com galviss@sullcrom.com
Corp Gov/Disclosures full bio full bio full bio
Donald R. Crawshaw
Contacts New York
+1 212 558 4016
crawshawd@sullcrom.com
full bio
Pro Bono
Diversity, Equity and Inclusion
Online Resources
19
www.sullcrom.comOverview
League Tables
Pro Bono
Equity
Debt
C ommitment to pro bono work has been a core value of S&C since our founding. Over the years, we’ve helped clients and nonprofit organizations
in need, changing lives and making legal history. Today, our pro bono practice, which is led by Special Counsel Jessica Klein, spans a wide range of
issues and reflects the diversity of our lawyers’ interests.
SPAC
Our culture of excellence extends to the hundreds of pro bono matters we handle every year.
350+
PIPE In addition to helping others, pro bono work contributes significantly to our lawyers’ personal Current pro bono
and professional development and further sharpens their legal skills. Our pro bono practice projects worldwide
Corp Gov/Disclosures includes innovative projects that allow for the type of creative, dynamic lawyering that is the
hallmark of our work for corporate clients.
62K+
Contacts
Our programs include: asylum applications; adoption cases; estate planning for HIV-positive Hours devoted to
Pro Bono patients; impact litigation with the ACLU-LGBT Rights Project; transgender name changes; pro bono in 2020
the Bet Tzedek Holocaust Reparations Project; not-for-profit incorporations, including arts
Diversity, Equity and Inclusion groups; advising small businesses and non-profit organizations under the CARES Act; human
rights-related research projects; compassionate release cases; and voting rights protection.
Online Resources
20
www.sullcrom.comOverview
League Tables
Diversity, Equity and Inclusion
Equity
Debt
A t S&C, diversity and inclusion are more than just programs—they’re an indispensable part of our culture and are interwoven into everything we do.
Our people are our greatest strength: we’re dedicated to attracting and retaining the most diverse talent possible; we’re committed to providing
our lawyers with opportunities for candid dialogue regarding diversity and inclusion; and we continue to partner with external organizations that share
SPAC
our dedication to growing the pipeline of diverse lawyers.
PIPE S&C is committed to fostering a diverse and
6
inclusive work environment. We believe the Our lawyers speak
42
of our 12-member Management
Corp Gov/Disclosures broader the array of backgrounds, perspectives
Committee are diverse
and life experiences from which we have to with 3 women, 1 Latinx and
Contacts draw, the broader the lens through which
languages 2 LGBTQ+ partners
the complex legal issues we work on can
Pro Bono
be viewed, leading us to provide the most
innovative solutions for our clients. Accordingly, One of the highest
10% 33%
Diversity, Equity and Inclusion
the Firm’s culture and policies value the unique percentages of
Online Resources
abilities and perspectives of every individual LGBTQ+ of associates are
and support diversity in its broadest sense, partners among POC or
including race, gender, ethnicity, sexual large NYC law firms LGBTQ+
orientation, gender identity, gender expression,
51%
disability and religious affiliation.
42%
of the
Please visit our Diversity, Equity & Inclusion page for more information.
Class of 2020 are
POC or
of the Class of 2020 are Women LGBTQ+
21
www.sullcrom.comOverview
League Tables
Online Resources
Equity
Debt
S&C Client Alerts: Receive our analysis and alerts on breaking legal developments in your selected
SPAC
practice areas and industries.
PIPE
Tune in to S&C Critical Insights, a podcast series bringing you perspectives on the latest
Corp Gov/Disclosures developments in law, business and policy.
Contacts
M&A and Corporate Governance Hot Topics: Stay up-to-date on M&A and corporate governance
Pro Bono developments with our quarterly analysis.
Diversity, Equity and Inclusion
Legal Developments Affecting the Workplace: To stay informed of litigation and regulatory
Online Resources developments that affect the workplace as they occur, subscribe to our blog here.
Track FCPA investigations and enforcement activity and monitor the compliance landscape on the
Foreign Corrupt Practices Act Clearinghouse, created in collaboration with Stanford Law School.
S&C’s Banking Enforcement Actions Tracker (BEAT): Research banking enforcement actions across
multiple federal and state agencies with this easy-to-use, web-based tool.
22
www.sullcrom.comOne Firm Worldwide 13 8 4
OFFICES CO U N T R I E S CO N T I N E N T S
Sullivan & Cromwell LLP provides the highest
quality legal advice and representation to clients
around the world. The results the Firm achieves
have set it apart for 140 years and have become a
model for the modern practice of law. Today, S&C
is a leader in each of its core practice areas and in
each of its geographic markets.
U N I T E D S TAT E S EUROPE A S I A / PA C I F I C
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