Global Practice

S&C, long a leading U.S. M&A advisor, has expanded that capability to our offices in European and Asian financial market capitals. We have staffed these offices with skilled M&A lawyers who are expert in both the global technology of M&A and the laws and practices of their local markets. Some are U.S. citizens transferred from our U.S. offices, others are nationals of the countries in which they are based, but all of them share our approach to the M&A practice and deep commitment to quality. In England, France and Germany, for example, our offices include leading local law M&A practitioners who work on both the most important domestic market transactions and cross-border deals. We have an unparalleled global perspective on the M&A market and the issues that are important in virtually every major jurisdiction in the world. This greatly facilitates the delivery of sophisticated advice in cross-border transactions.

Our clients outside the United States have long counted on us for assistance on their investments into the United States. In growing numbers, they are now turning to us for advice in connection with their investments into Europe, China, Latin America and other parts of the world.

Recent notable cross-border and non-U.S. domestic M&A transactions include the Firm’s representation of:

• Anglo American plc (U.K.) in the $1.28 billion sale of its remaining 11.4 percent interest in AngloGold Ashanti Limited (South Africa) to investment funds associated with Paulson & Co. (U.S.)
• Anheuser-Busch InBev NV/SA (Belgium) in its $1.8 billion sale of Oriental Brewery (South Korea) to Kohlberg Kravis Roberts (U.S.) – the largest private equity deal in Asia since the start of the global economic crisis
• Barclays plc (U.K.) in the $15.2 billion sale of its Barclays Global Investors (U.S.) to BlackRock, Inc. (U.S.). The purchase, which included Barclays’ iShares, one of the world’s largest asset managers and a provider of investment-managed products and services, created an industry-leading combined company that oversees approximately $2.8 trillion in assets.
• Barclays plc (U.K.) in its acquisition of the North American investment banking and capital markets operations of Lehman Brothers (U.S.)
• British Airways plc (U.K.) in its proposed merger with Iberia Líneas Aéreas de España SA (Spain)
• Caisse de Dépôts et Consignations (Belgium) in the $8.5 billion investment in Dexia SA (France) by Caisse de Dépôts et Consignations, the governments of France and Belgium and other principal shareholders of Dexia
• Canada Pension Plan Investment Board (Canada), as part of a multinational consortium led by Macquarie Bank Ltd. (Australia), in the $3.2 billion acquisition of Puget Energy, Inc. (U.S.)
• China Investment Corporation (China) with respect to U.S. regulatory issues in its $1.2 billion purchase of additional shares in Morgan Stanley (U.S.)
• China Unicom (China) in its $56.3 billion acquisition of China Netcom (China) and the simultaneous $15.9 billion sale of its CMDA business to China Telecom (China)
• Commerzbank AG (Germany) in its $14.4 billion acquisition of Dresdner Bank AG (Germany)
• Crédit Agricole (France) in its $8.7 billion merger with Société Générale (France) (combination of the companies’ asset management businesses) – creating the fourth-largest asset manager in Europe and the ninth-largest globally
• Dutch Government in its $13.4 billion capital injection into ING Groep N.V.
• Fiat S.P.A. (Italy) in its alliance with Chrysler (U.S.) and New Chrysler’s bankruptcy acquisition of the assets of Old Chrysler
• InBev (Belgium) in its $60.8 billion acquisition of Anheuser-Busch (U.S.)
• Independent Directors and Capital Committee of the Board of Directors of Sovereign Bancorp Inc. (U.S.) in its $1.9 billion acquisition by Banco Santander S.A. (Spain)
• IPC Holdings, Ltd. (U.S.) in its $1.7 billion acquisition by Validus Holdings, Ltd. (Bermuda)
• Mitsubishi UFJ Financial Group, Inc. (Japan) in its $9 billion 21 percent equity investment in Morgan Stanley
• Silver Lake Partners (U.S.) in the $2.75 billion acquisition of a 65 percent interest in Skype Technologies by a consortium led by Silver Lake Partners (Luxembourg) from eBay (U.S.)
• Tokio Marine Holdings, Inc. (Japan) in its $4.7 billion acquisition of Philadelphia Consolidated Holding Corp. (U.S.), the largest acquisition by a Japanese company of a foreign financial services firm
  

• Anheuser-Busch InBev NV/SA (Belgium) in its $2.3 billion sale of Busch Entertainment Corporation to an entity established by Blackstone Capital Partners V L.P.
• AT&T Inc. in its pending $2.35 billion acquisition of certain assets of Verizon Wireless
• Bucyrus International, Inc. in its pending $1.3 billion acquisition of the mining equipment business of Terex Corporation
• Constellation Energy Group, Inc. in its sale of its international commodities business to a Goldman Sachs affiliate and in its sale of its downstream natural gas trading business to Macquarie Cook Energy, LLC
• Dynegy, Inc. in its $1.5 billion sale of five peaking and three combined-cycle generation assets and its interests in a project under construction to LS Power
• Fifth Third Bancorp in the $2.35 billion purchase of 51 percent of a newly formed joint venture that will hold Fifth Third’s merchant acquiring and financial institutions processing business by Advent International
• IMS Health, Inc. in its $5.2 billion acquisition by investment funds managed by TPG Capital and Canada Pension Plan Investment Board (Canada) – the largest leveraged buyout of 2009
• Independent Directors and Strategic Transaction Committee of UST in the company’s $11.7 billion acquisition by Altria Group, Inc.
• J.C. Flowers & Co., as a member of an investor consortium, in the $13.9 billion acquisition of IndyMac Federal Bank, FSB
• Rio Tinto plc (U.K.) in the pending $1.2 billion sale of Food Americas, the U.S. packaging business of its Alcan Packaging unit, to Bemis Co.
• Transactions Committee of the Board of Directors of PepsiAmericas, Inc. in the company’s $4.2 billion acquisition by PepsiCo, Inc.
• Wachovia Corp. in its $15.1 billion merger with Wells Fargo