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Securities

Visit S&C’s Financial Markets Resource Centerwhich provides you with the most up-to-date information, news, publications, events and speaking engagements relating to the global credit crisis.


Sullivan & Cromwell has played a major role in the development of the capital markets in the United States for nearly a century and has long been at the forefront of innovation in securities matters. Today the Firm regularly ranks as the leading law firm for U.S. and international securities offerings. Our reputation for the highest quality capital markets work is based both on the volume and value of offerings in which we are involved and on our ability to structure novel and effective transactions to address our clients’ needs.

Comprehensive Service

Sullivan & Cromwell represents issuers, underwriters, selling and controlling shareholders and other market participants from all over the world. We provide advice on all phases of capital markets transactions, including:

  • Corporate structuring, governance advice and tax planning in anticipation of transactions
  • Pitch and new product advice for bankers
  • Advice on offering procedures, including publicity and research
  • Prospectus/offering circular preparation
  • Regulatory and corporate law advice
  • Negotiation of underwriting or purchase agreements, trust indentures, fiscal agency agreements and other transaction documents

Our practice includes:

  • First time listings and initial public offerings
  • Equity and hybrid products
  • High yield debt offerings and acquisition financing
  • Investment grade debt offerings
  • Private placements and Rule 144A/Regulation S offerings
  • Other exempt offerings such as bank securities and commercial paper financings
  • Spin-off, split-off and carve-out transactions
  • Liability management transactions, debt exchanges and debt restructurings
  • Structured finance transactions such as asset-backed instruments, credit-linked instruments and CLOs
  • Privatizations
  • Sovereign, quasi-sovereign and supranational offerings
  • Trading, stabilization and other market activity

Awards and Rankings

S&C is regularly involved in award-winning deals, notable for their size, complexity, significance or innovation. In addition, we frequently top league tables, whether based on involvement in securities offerings by issuers from specified regions or based on involvement in securities offerings of a particular asset class.

  • S&C ranks first by aggregate value of SEC-registered offerings by U.S. and non-U.S. issuers over the past five years (2005-2009) (based on data from Thomson Financial).
  • Yemen LNG’s $2.8 billion of loan facilities (2008), representing the largest-ever limited-recourse financing of a project in Yemen and named Project Finance International’s “Deal of the Year” and Infrastructure Journal’s “Global Deal of the Year” and “Oil and Gas Deal of the Year.” S&C advised Yemen LNG and the sponsors. 
  • European Investment Bank’s $4.0 billion notes offering (2008), named IFR’s “Supranational/Sovereign Bond of the Year.” S&C advised the underwriters.
  • Alibaba.com Limited’s $1.69 billion global IPO with listing in Hong Kong was named FinanceAsia’s “Best Equity Deal of the Year” / “Best IPO of the Year 2007” and Asian Legal Business’s “Equity Market Deal of the Year.” S&C advised the issuer with respect to U.S. law.
  • AstraZeneca’s $6.9 billion debt offering in September 2007, reportedly the third-largest corporate bond offering on record, was named “Corporate Bond of the Year” by Financial News and “US Dollar Bond of the Year” by IFR. S&C advised the underwriters.
  • Giants Stadium LLC’s offering of $650 million auction rate bonds in August 2007 was part of the largest-ever stadium financing. In the offering, S&C represented the Mara and Tisch families, owners of the New York Giants National Football League Franchise. (This offering was in connection with a joint venture project – on which S&C also advised and which was named “North American Leisure Deal of the Year 2007” by Project Finance Magazine – with the owners of the New York Jets National Football League.)
  • Goldman Sachs’ 2007 development of the GS TrUE (tradable unregistered equity) procedures was named “Innovation of the Year” by IFR. S&C advised Goldman Sachs both with respect to the development of the GS TrUE procedures and also as initial purchasers in the first offering to use these procedures, a $1.01 billion offering of equity units by Oaktree Capital Management.  
  • Sony Financial Holdings’ $2.96 billion global IPO and Tokyo Stock Exchange listing was named “Asia-Pacific Equity Issue of the Year 2007” by IFR. S&C advised the underwriters with respect to U.S. law.
  • Citigroup’s private placement of $7.5 billion of hybrid securities with Abu Dhabi Investment Authority was named IFLR’s “Debt and Equity-linked Deal of the Year 2007.” S&C represented Citigroup. In addition, the partners who worked on this transaction were named “Dealmakers of the Year” in the April 2008 issue of American Lawyer for their work on this and five other transactions involving investments by sovereign wealth funds in financial institutions.
  • Tata Motors’ $490 million convertible offering was named FinanceAsia’s “Most Innovative Deal 2007.” S&C advised the issuer with respect to U.S. law.
  • S&C was shortlisted by International Financial Law Review for “Americas Law Firm of the Year,” “Debt and Equity-linked Team of the Year” and “Equity Team of the Year” (for transactions in 2007).

Sullivan & Cromwell’s securities practice has been cited for its excellence by the following publications in the past five years:

  • Chambers UK
  • Chambers USA
  • Chambers Global
  • Practical Law Company, PLC Which Lawyer?
  • IFLR 1000
  • The Legal 500 US
  • The Asia Pacific Legal 500
  • The European Legal 500

Sullivan & Cromwell securities lawyers have been recognized as leaders in their field by dozens of publications in the past five years, including:

  • The American Lawyer, “45 under Forty-Five”
  • Asia Law & Practice, AsiaLaw Leading Lawyers
  • The Asia Pacific Legal 500
  • Asian Legal Business, “ALB Hot 100”
  • Chambers Europe: Europe’s Leading Lawyers for Business, 2007
  • Chambers Global
  • Chambers UK
  • Chambers USA
  • Euromoney, Guide to the World’s Leading Banking Lawyers
  • Euromoney, Guide to the World’s Leading Capital Markets Lawyers
  • IFLR 1000
  • Law Business Research, The International Who’s Who of Business Lawyers
  • Law Business Research, The International Who’s Who of Capital Markets Lawyers
  • Law Business Research, The International Who’s Who of Corporate Governance Lawyers
  • Lawdragon 500 Leading Lawyers in America
  • Legalease/Legal Business, European Legal Experts
  • Legalease/Legal Business, UK Legal Experts
  • The Los Angeles Area’s Best Lawyers
  • New York Super Lawyers
  • Northern California Super Lawyers
  • Practical Law Company, PLC Cross-border Handbook Finance: Secured Lending
  • Practical Law Company, PLC Global Counsel Equity Capital Markets Handbook
  • Practical Law Company, PLC Which Lawyer?
  • The Washington DC Area Best Lawyers
  • Woodward/White, The Best Lawyers in America

Lawyers  (268)

Achievements

News

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    Practice Contacts

  • Robert E. Buckholz, Jr.
    New York
    P +1-212-558-4000
    F +1-212-558-3588
  • David B. Harms
    New York
    P +1-212-558-4000
    F +1-212-558-3588
  • Andrew D. Soussloff
    New York
    P +1-212-558-3681
    F +1-212-558-3588