PDF Consumer & Retail Group - Sullivan & Cromwell

[Pages:5]Consumer & Retail Group

Having worked on many of the landmark transactions that have redefined the consumer and retail industry over the past several decades, the Sullivan & Cromwell Consumer & Retail Group offers clients comprehensive legal expertise paired with a practical understanding of today's commercial realities. With a multidisciplinary and integrated global practice, we provide our 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. As the following pages demonstrate, Sullivan & Cromwell's Consumer & Retail Group has had the privilege of working on a number of the most significant transactions and litigation matters in the consumer and retail industry.

We are grateful that our clients have trusted us with their groundbreaking transactions. We look forward to working with existing and new clients and bringing to bear our industry expertise and experience in what promises to be another exciting year as companies continue to re-position themselves strategically in an ever-evolving industry.

Audra Cohen Co-head of the Consumer & Retail Group

Melissa Sawyer Co-head of the Consumer & Retail Group

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Selected Capabilities of S&C's Consumer & Retail Group

Creative Transaction Structuring Joint ventures, collaboration agreements and strategic alliances Earn-outs, contingent value rights, hold-backs and escrow arrangements Balance-sheet-based and earnings-based purchase price adjustments Intellectual property licensing Estate planning with transaction proceeds

Sophisticated Tax Planning Spin-offs, split-offs and reverse Morris trusts Structuring to use off-shore cash for U.S. acquisitions Corporate inversion transactions NOL preservation strategies Implementation of global transfer pricing policies REIT planning

Corporate Governance, Takeover Defense and Responses to Activists

Takeover and activism preparedness Poison pills Proxy contests Negotiation/resolution of activist campaigns

State-of-the-Art Leveraged Finance Practice Structuring high yield debt financing Addressing financing risks

Thoughtful Approaches to Employee Arrangements

Executive change in control arrangements 409A and 280G issues Implementing retention arrangements WARN Works council notifications

Strategic Approach to Antitrust and Competition Law Issues

Proactive analysis of potential issues Unwavering focus on timing and

certainty implications Creative, economically-rational solutions

Critical Compliance and Investigation Matters FCPA AML

Strong Cross-Border Capabilities Reconciling U.S. and non-U.S. securities law requirements for M&A and capital markets transactions Multi-jurisdictional contract enforcement and dispute resolution arrangements Addressing political risks

Cost Effective and Efficient Transaction Management

Unerring client focus Budgeting and expense management Lean staffing and rigorous team management Leveraging low cost due diligence providers

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Timeline of S&C's Headline Consumer & Retail Transactions

Anheuser-Busch InBev S&C client AnheuserBusch InBev (Belgium) completes its $350 million acquisition by its subsidiary Ambev (Brazil) of ready-to-drink, cider and craft beer brands for the Canadian market from the Mark Anthony Group of Companies (Canada)

Gildan Activewear S&C client Gildan Activewear (Canada) completes its $110 million acquisition of Alstyle Apparel (U.S.) and its subsidiaries, which constitute the apparel division of Ennis (U.S.)

Authentic Brands Group S&C client Lion Capital (U.K.) completes its acquisition of a minority interest in Authentic Brands Group (U.S.)

Vestis Retail Group S&C client Versa Capital Management (U.S.) completes its "stalking horse" asset purchase agreement for substantially all of the assets of Vestis Retail Group (U.S.), parent company of Eastern Mountain Sports, Bob's Stores and Sport Chalet

Moncler S&C client Eurazeo (France) completes the $258 million sale by its subsidiary ECIP M (France) of 15 million Moncler (Italy) shares, representing approximately 6% of the share capital of Moncler

Anheuser-Busch InBev S&C client AnheuserBusch InBev (Belgium) completes its $1.6 billion sale of SABMiller's (U.K.) 49% interest in China Resources Snow Breweries to China Resources Beer Holdings

Jan

Feb

mar

APR

MAY

june

2016

JUL

AUG SEPT

Oct

Nov DEC

Sotheby's S&C client Sotheby's (U.S.) completes its acquisition of Art Agency, Partners (U.S.)

Suning Commerce Group S&C client Suning Commerce Group (China) completes Alibaba Group Holding's (China) $4.63 billion investment for a 19.99% 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

Anheuser-Busch S&C client Anheuser-Busch (U.S.) makes agreement with Starbucks (U.S.) to produce, bottle, distribute and market the first Teavana Ready-toDrinktea in the U.S.

Nike S&C client Nike (U.S.) announces its strategic partnership to establish a new apparel supply chain company with Apollo Global Management (U.S.)

Anheuser-Busch InBev S&C client Anheuser-Busch InBev (Belgium) completes its $123 billion merger with SABMiller (U.K.)

Sotheby's S&C client Sotheby's (U.S.) announces its repurchase of 2.05 million shares of its common stock from funds managed by Marcato Capital Management (U.S.)

"The `huge and deep team' at Sullivan & Cromwell LLP has some of the very best lawyers in the world' and attracts strong reviews for its `extremely good response times, deep technical knowledge and world-class subject matter expertise'."

Legal 500, 2015

"They are very commercial, as well as knowing the law, and extremely rigorous. They handle complexity extremely well, are excellent at communicating, and are sensitive to different cultures while still giving great advice."

Chambers Global, 2015

Winner, Dealmaker of the Year: Sullivan & Cromwell's Matthew Hurd: Bayer acquisition of the consumer care business of Merck.

The American Lawyer, March 2015

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Gildan Activewear S&C client Gildan Activewear (Canada) completes its acquisition of the American Apparel? brand and certain assets from American Apparel, LLC (U.S.)

Pineland Farms Potato Company S&C client Pineland Farms Potato Company (U.S.) completes its $140 million sale to Bob Evans Foods (U.S.)

Alibaba Group Holding S&C client Alibaba Group Holding Limited (China) completes its $1 billion agreement to acquire a controlling stake in Lazada Group (Singapore)

S&C client (U.S.) completes its $13.7 billion acquisition by Whole Foods Market (U.S.)

CSM Bakery Solutions S&C client CSM Bakery Solutions (U.S.) completes the sale of its BakeMark (U.S.)business to Pamplona Capital Management (U.K.)

Jan Feb mar APR MAY

2017

United Rentals S&C client United Rentals (U.S.) completes its $965 million acquisition of NES Rentals Holdings (U.S.)

june

JUL

Unified Grocers S&C client Unified Grocers (U.S.) completes its $375 million acquisition by SUPERVALU (U.S.)

Panera Bread S&C client Panera Bread (U.S.) completes its $7.5 billion acquisition by JAB (Luxembourg)

AUG

Diageo S&C client Diageo (U.K.) completes its acquisition of Casamigos (U.S.) from founders Rande Gerber, George Clooney and Mike Meldman, for consideration of up to $1 billion

Winner, Consumer Goods Deal of the Year ? Kraft Merger with Heinz

M & A At l a s A w a r d s 2 0 1 6

Winner, Global M&A Deal of the Year Grand Prize ? AB InBev Merger with SABMiller

The American Lawyer, 2016

S&C Advises on "M&A Deal of the Year" -- Kraft Merger with Heinz

The American Lawyer, April 2016

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S&C's Longstanding History as a Leader in Consumer & Retail M&A

S&C has advised on seven of the top ten consumer and retail transactions over the past ten years.

Acquirer

Target

Anheuser-Busch Inbev (Belgium) InBev (Belgium) British American Tobacco PLC (U.K.) HJ Heinz (U.S.) Express Scripts (U.S.) Reynolds American (U.S.) Tyco International PLC (Ireland) Investor Group (U.S.) Walgreen Co. (U.S.) Mars Inc. (U.S.)

SABMiller (U.K.) Anheuser-Busch Cos Inc. (U.S.) Reynolds American Inc. (U.S.) Kraft Foods Group (U.S.) Medco Health Solutions (U.S.) Lorillard * (U.S.) Johnson Controls Inc.* (U.S.) HJ Heinz* (U.S.) Alliance Boots GmbH (Switzerland) William Wrigley Jr. Co. (U.S.)

Source: Thomson Reuters, July 25, 2017, excludes terminated and withdrawn deals * Representing the financial adviser or financial advisers to the company identified

Date

2015 2008 2016 2015 2011 2014 2016 2013 2012 2008

Value ($ millions)

110,271 60,408 60,167 54,717 34,306 27,737 27,700 27,362 23,808 23,194

G LOBAL M & A c o n s u m e r & R e ta i l RAN K IN G S 2 0 1 2 - 2 0 1 7 Ranked by dollar value ($ billions)

Sullivan & Cromwell -- $513 Simpson Thacher -- $481 Davis Polk -- $439 Cravath -- $381 Skadden -- $380 Freshfields -- $337

0.00000091.666591583.333129714.999738666.666348528.332957479.999573

Source: ThomsonOne, May 1, 2017 Data include representations of both principals and financial advisers

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