Capital markets - debt and equity
Capital markets - high-yield debt
Sullivan & Cromwell
Sullivan & Cromwell has played a role in the development of the capital markets in the United States for nearly a century. The firm is known for its innovation and work on some of the largest and most interesting deals....
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Sullivan & Cromwell has played a role in the development of the capital markets in the United States for nearly a century. The firm is known for its innovation and work on some of the largest and most interesting deals. "Sullivan & Cromwell tends to do larger, Fortune 50-type transactions," says one competitor, while another notes that the firm is "probably most known for IPOs and equity offerings."
The firm frequently represents financial institutions, and has an impressive volume of work in this area. It has recently been advising companies such as Chrysler and AIG on transactions designed to help fully or partially repay their obligations to the US Treasury. "They are very quick in their turnaround," says one client. "They are very well-versed in law and they have always satisfied us."
In July 2011, Sullivan & Cromwell advised Goldman Sachs on its SEC-registered offering of $2.5 billion principal amount global notes, which are due in 2016.
On the high-yield side, it represented Cablevision in the media provider's SEC-registered offering of $1.25 billion of dual-tranche, high-yield senior notes.
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Leading lawyers
Jay Clayton
Robert Downes
Neal McKnight
Scott Miller
Andrew Soussloff
Mark Welshimer
Capital markets – derivatives
Sullivan & Cromwell
Sullivan & Cromwell leaps up two tiers in the derivatives rankings this year. Peers recognise that the firm, which has a powerhouse practice in financial service regulatory, is a major influence in lobbying and regulatory work relating to structured finance and derivatives....
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Sullivan & Cromwell leaps up two tiers in the derivatives rankings this year. Peers recognise that the firm, which has a powerhouse practice in financial service regulatory, is a major influence in lobbying and regulatory work relating to structured finance and derivatives. In the current legislative environment, this expertise is becoming increasingly sought-after by clients. "They are held in high esteem," says one competitor.
Kenneth Raisler who leads the firm's commodities, futures and derivatives group, is described by one rival as "a smart guy and an outstanding lawyer in this space." Structured finance partner Rebecca Simmons attracts notice from peers as "an up-and-comer".
Simmons led the team that represented the group of commuting counterparties in CIFG's restructuring, which was named Restructuring Deal of the Year at the IFLR Americas Awards 2009. She also developed the first synthetic triple-A rated derivatives products program for an insured US bank, and the first synthetic securitisation of swaps receivables.
Recent highlights of the firms work include advising UBS on its SFr15.6 billion ($14.9 billion) rights offering. The transaction was the second-largest rights offering conducted by a financial institution since the dislocation of the credit market.
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Leading lawyers
Kenneth Raisler
Rebecca Simmons
Bank lending
Financial services regulatory
Sullivan & Cromwell
Sullivan & Cromwell is universally acknowledged by clients and competitors as a dominant force in regulatory work and a strong contender in bank lending. Rivals admit the firm is "magnificent on the regulatory side" and that "there's no arguing with the S&C brand"....
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Sullivan & Cromwell is universally acknowledged by clients and competitors as a dominant force in regulatory work and a strong contender in bank lending. Rivals admit the firm is "magnificent on the regulatory side" and that "there's no arguing with the S&C brand". One client notes, "They are at the top of their game." The firm's regulatory team is led by "dean of the bar" H Rodgin Cohen, who was immortalised in the 2011 movie Too Big to Fail. "He's an outstanding lawyer and a real gentleman," says one peer.
"Sullivan & Cromwell is widely perceived as being number one, and I think rightly so," says another competitor. "They have a very vibrant bank finance business because of their ties to Goldman Sachs, and they are very vibrant in bank regulatory." Competitors identify C Andrew Gerlach as an up-and-coming star. "He's very pleasant to work with and is an intelligent lawyer," says one peer. "He works frequently with Rodgin, and I think as the years go by you're going to hear a lot more about him."
The firm's experience with the Troubled Assets Relief Program (TARP) dates back to the program's introduction in 2008. In recent months, it has represented clients on their repurchase of stock from the US Treasury Department as part of their TARP repayment plan. While the firm's expertise does not come cheap, they are "very cost-conscious" according to one client. "We use them when we need to have the very best," he says.
On the transactional side, Sullivan & Cromwell advised telecommunications giant AT&T on financing for the proposed $39 billion acquisition of T-Mobile USA. Lenders including JPMorgan Chase, which also acted as administrative agent, and 11 other banks, agreed to provide unsecured bridge financing of up to $20 billion under a term loan facility. The controversial deal made national headlines and closed in March 2011.
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Leading lawyers
H Rodgin Cohen
Mitchell Eitel
Michael Escue
C Andrew Gerlach
Mark Menting
Mark Welshimer
Michael Wiseman
Sullivan & Cromwell
Sullivan & Cromwell is a leader in global M&A, advising principals in more than $1.45 trillion of transactions over the last five years....
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Sullivan & Cromwell is a leader in global M&A, advising principals in more than $1.45 trillion of transactions over the last five years. According to end-of-year statistics by Thompson Reuters, the firm led the field by value of M&A transactions successfully completed worldwide in 2010.
The firm's international scope and responsiveness has scored it points with its clients. "You could get hold of them 24-7," says one patron. "I could send out an email at 3 o'clock in the morning and someone would get back to me. That was good because it was a global acquisition."
Another client singles out partner Duncan McCurrach for praise. "We were doing a structure that is very complex and he came out with constructive ideas on how to assemble it," he says. "From my perspective, he has been very helpful."
In the largest deal announced so far in 2011, the firm is advising AT&T on its $39 billion acquisition of T-Mobile from Deutsche Telekom. The transaction is expected to close in first quarter 2012.
The firm also represented the independent director committee of eye care company Alcon in the largest merger in Switzerland's history. The transaction involved the $12.9 billion acquisition of the remaining publicly held minority interest in Alcon, by health care company Novartis. It closed in April 2011.
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Leading lawyers
Frank Aquila
Mitchell Eitel
Joseph Frumkin
Stephen Kotran
Scott Miller
James Morphy
Alison Ressler
Sullivan & Cromwell
Sullivan & Cromwell’s private equity practice draws on the firm’s strength in other practice areas, including M&A, capital markets, and bank lending. The firm recently represented CVC Capital Partners in the sale of a 42....
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Sullivan & Cromwell’s private equity practice draws on the firm’s strength in other practice areas, including M&A, capital markets, and bank lending. The firm recently represented CVC Capital Partners in the sale of a 42.5% ownership interest in Univar to Clayton, Dubilier & Rice, for $4.2 billion. The deal closed in November 2010.
In another transaction which closed in February 2011, the firm advised Fairholme Capital Management in the $1.7 billion sale of its 11% stake in General Growth Properties to Brookfield Asset Management.
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Leading lawyers
Alison Ressler
Investment funds - registered funds
Sullivan & Cromwell
Sullivan & Cromwell represents investment funds including real estate funds, hedge funds and private equity funds, and has a particularly good reputation in registered funds. A client of the firm singles out Whitney Chatterjee for praise....
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Sullivan & Cromwell represents investment funds including real estate funds, hedge funds and private equity funds, and has a particularly good reputation in registered funds. A client of the firm singles out Whitney Chatterjee for praise. “She's a young partner and her knowledge of the industry, attention to detail, overall intelligence and care really stand out,” says the customer. “As far as I am concerned, she's top of the line.” Another client remarks of department leader John Baumgardner, “His knowledge of the industry and the law is phenomenal.”
The firm recently counselled Pershing Square and Fairholme Capital Management in their $3.925 billion capital commitment for the stand-alone plan of General Growth Properties and Fairholme’s subsequent sale of its $1.7 billion position in General Growth Properties.
Other notable work includes defending certain trustees of The Vanguard Group in shareholder litigation, which was dismissed with prejudice by the Delaware Chancery Court. The plaintiffs alleged breach of fiduciary duty, negligence and waste, but the court held that some of the plaintiffs’ claims were derivative, and dismissed all claims for failure to make a demand on the board of trustees. Plaintiffs argued that the fact that trustees of the nominal defendant funds were also trustees of The Vanguard Group and every other investment company within the complex, created irreconcilable conflicts. The court rejected the argument.
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Leading lawyers
Whitney Chatterjee
John Baumgardner Jr
Sullivan & Cromwell
What Sullivan & Cromwell's project finance group lacks in size, it makes up for in quality. "They have a very high-end group but a small group," says one competitor, while a client identifies them as "a leader in project finance"....
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What Sullivan & Cromwell's project finance group lacks in size, it makes up for in quality. "They have a very high-end group but a small group," says one competitor, while a client identifies them as "a leader in project finance". Peers note the firm's strength in mining and natural resources, and clients praise its partners' expertise in emerging markets. Sullivan & Cromwell advises industry giants including Exxon Mobil, RBS, RBS Securities and N M Rothschild & Sons.
The firm's stars include Fred Rich, who heads its global project development and finance group. One client says, "Fred is extremely good at being able to come up with practical solutions to complicated issues and being able to explain those solutions to a wide array of audiences and not come across as a typical Wall Street lawyer. He's very thoughtful about the implications of a given structure."
The firm has played a key role in advising on the PNG (Papua New Guinea) LNG (liquified natural gas) project, the largest-ever project financing, which involves an $18 billion natural gas scheme in Papua New Guinea. It is expected to provide customers in Asia with 6.6 million tons of liquefied natural gas per year, which have been sold under 20-year agreements to buyers in China, Japan and Taiwan. Sullivan & Cromwell was counsel to the project and its sponsors on the transaction, which closed in March 2010.
Since May 2001, the firm has been the sole international finance counsel in an ongoing $3.9 billion pipeline development designed to transport up to one million barrels of oil per day from Baku in Azerbaijan to the port of Ceyhan in Turkey. The scheme, known as The Baku-Tbilisi-Ceyhan Pipeline, involves many leading international oil companies and multiple lenders from around the world.
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Leading lawyers
John Estes
Sergio Galvis
Christopher Mann
Fred Rich
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