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.
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.
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.
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 REPRESENTATIONSSullivan & Cromwell’s Consumer & Retail Group’s experience includes the following selected representations in M&A, corporate finance and litigation.
Mergers and Acquisitions:
- Alibaba Group, in multiple transactions including its agreement:
- with Foxconn Technology to invest in SoftBank Robotics to market and sell humanoid robots in China.
- to acquire a controlling stake in Lazada Group.
- American Greetings, as counsel to its special committee, in its acquisition by members of the Weiss family and certain related parties.
- Anheuser-Busch, in multiple transactions including its:
- agreement with Starbucks to produce, bottle, distribute and market the first Teavana Ready-to-Drink tea in the U.S.
- merger with SABMiller.
- sale of SABMiller plc’s 49% interest in China Resources Snow Breweries to China Resources Beer (Holdings) Co.
- acquisition of the stake it did not already own in Grupo Modelo.
- sale of Compañía Cervecera de Coahuila to Constellation Brands.
- acquisition, by its subsidiary Ambev, of ready-to-drink, cider and craft beer brands for the Canadian market from the Mark Anthony Group of Companies.
- 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).
- Apollo Tyres, in its acquisition of Cooper Tire & Rubber Company (later withdrawn).
- Ares Management, in its acquisition of a significant stake in American Tire Distributors.
- Bayer, in its acquisition of the consumer care business of Merck.
- 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.
- C.banner International Holdings, in its acquisition of Ludendo Enterprises UK, owner of the iconic British toy store Hamleys.
- C&S Wholesale Grocers, in its acquisition of the wholesale distribution and supply business of The Grocers Supply Company.
- China Mengniu Dairy, in its acquisition of Yashili International.
- Financial adviser to Coca-Cola Bottling, in its purchase of manufacturing facilities from The Coca-Cola Company.
- Financial adviser to Coca-Cola Enterprises, in its merger with Coca-Cola Iberian Partners SA and Coca-Cola Erfrischungsgetränke AG, a wholly owned subsidiary of The Coca-Cola Company.
- Coca-Cola HBC, in multiple transactions including its:
- acquisition of Coca-Cola Hellenic Bottling.
- 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.
- CSM, as counsel to Rhône Capital in its acquisition of CSM’s bakery supplies business.
- CVS Health Corporation, in its acquisition of Omnicare.
- Diageo, in its agreement with Casa Cuervo to acquire full global ownership and control of Tequila Don Julio and in Diageo’s sale of Bushmills to Jose Cuervo Overseas.
- 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.
- Empire, in connection with its acquisition of substantially all assets of Safeway’s Canadian subsidiary.
- Eurazeo, in the sale by its subsidiary ECIP M of an aggregate of 45 million Moncler shares.
- Express, and the Special Committee of its board, in connection with Sycamore Partners’ interest in acquiring of Express (later withdrawn) and in connection with Sycamore’s subsequent sale of a portion of its shares in Express.
- Gildan Activewear, in multiple transactions including its acquisitions of:
- Alstyle Apparel and its subsidiaries.
- American Apparel brand and related assets.
- Anvil Holdings.
- Comfort Colors.
- 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.
- Iceland Foods, as counsel to Lord Graham Kirkham and Brait Capital as lead investors in the buyout of Iceland Foods.
- Kings Plaza Mall, as counsel to Alexander’s, an affiliate of Vornado Realty Trust, in its sale of Kings Plaza Mall in Brooklyn’s Mill Basin to The Macerich Company.
- Kraft Foods Group, in its merger with H.J. Heinz Company to create The Kraft Heinz Company.
- Lion Capital and Bumble Bee Foods, in connection with Bumble Bee’s acquisition by Thai Union Frozen Products from Lion Capital (later withdrawn).
- Lion Capital, in multiple transactions including its acquisitions of:
- a minority interest in Authentic Brands Group.
- Spence Diamonds.
- Financial adviser to the Special Committee of Michael Kors Holdings Limited, in connection with its $500 million acquisition of Michael Kors (HK) Limited, the exclusive licensee of Michael Kors in China and certain other jurisdictions in Asia.
- Nike, in its strategic partnership to establish a new apparel supply chain company with Apollo Global Management.
- On Assignment, in its acquisition of Creative Circle.
- Ontario Teachers’ Pension Plan, in its acquisition of PODS.
- Outerstuff, in connection with an investment by private equity funds affiliated with The Blackstone Group.
- Panera Bread in its $7.5 billion acquisition by JAB
- Financial adviser to Pep Boys in its $1.031 billion acquisition by Icahn Enterprises.
- Peter Kim, a holder of Joe’s Jeans’ outstanding convertible notes and the CEO of its wholly owned subsidiary Hudson Clothing, in connection with Joe’s Jeans’ sale of the Joe’s® brand and operating assets to Sequential Brands and Global Brands and Joe’s Jeans’ subsequent merger of the remaining Hudson business with the parent company of Robert Graham.
- Pineland Farms Potato Company in its $140 million sale to Bob Evans Foods
- Financial adviser to Popeyes Louisiana Kitchen in its $1.8 billion acquisition by Restaurant Brands International
- Priceline, in multiple transactions including its:
- expanded commercial agreement with and investment in Ctrip.com.
- acquisition of OpenTable.
- acquisition of KAYAK Software Corporation.
- 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.
- Sotheby’s, in its acquisition of Art Agency, Partners.
- Suning Commerce, in connection with Alibaba’s investment for a 19.99 percent stake in Suning and Suning’s concurrent investment of up to $2.28 billion to subscribe for up to 27.8 million newly issued ordinary shares of Alibaba.
- Financial adviser to TNT Express, in its acquisition by FedEx.
- Unified Grocers in its $375 million acquisition by SUPERVALU
- United Rentals in its $965 million acquisition of NES Rentals Holdings
- UNY, in its acquisition of Circle K Sunkus.
- Versa Capital Management, in its acquisition of Sport Chalet.
- Financial adviser to Zulily, in its acquisition by Liberty Interactive Corporation.
- 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.
- Mattel, as counsel to the issuer, in multiple SEC-registered unsecured notes offerings with aggregate proceeds in excess of $2.5 billion.
- priceline.com, as counsel to the issuer, in multiple Rule 144A convertible notes offerings with aggregate principal amount of $2.4 billion.
- Rakuten, as counsel to the issuer, in a $1.5 billion follow-on global offering of common stock.
- Sara Lee, as counsel to the arranger, in a $3.6 billion delayed-draw term loan credit agreement.
- Skylark, as counsel to the underwriters, in a $688 million IPO and Frankfurt listing.
- 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.
- United Rentals, as counsel to the issuer, in numerous SEC-registered offerings of high-yield notes.
- Vector Group Ltd. (U.S.), as counsel to the issuer, in an $850 million offering of high-yield notes and a $43.3 million secondary offering of shares of common stock.
- Zalando, as counsel to the underwriters, in a $667 million IPO and Frankfurt listing.
Litigation, Criminal Defense and Investigation:
- 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.
- Boeing, in a securities class action brought by a putative class of Boeing shareholders related to Boeing’s 787 Dreamliner.
- 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.
- Dole Food in connection with class action litigation in Delaware arising out of the privatization of Dole by David Murdock, who was formerly Dole’s 40% stockholder.
- Dyson, in a series of significant intellectual property litigation matters, primarily involving patent infringement claims.
- eBay GSI Commerce, Kynetic and Michael G. Rubin in litigation brought by former stockholders of Rue LaLa asserting claims for, among other things, breach of the implied covenant of good faith and fair dealing and tortious interference.
- Ferrosan, a Danish manufacturer of hemostatic devices that are sold by a Johnson & Johnson subsidiary, in a patent infringement case before the U.S. International Trade Commission.
- 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.
- Philips in several class actions, including one involving Philip’s next-generation Sonicare toothbrush that was dismissed in its entirety. S&C also represented Philips in an FCPA investigation involving the healthcare market in a European country.
- Spiegel, in connection with a regulatory investigation of Spiegel by the SEC concerning alleged misstatements in the company’s public filings and news releases.
- Volkswagen, as national coordinating counsel, in multinational litigation and investigations stemming from “clean-diesel”-related developments.