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Africa
A pioneer in all the global markets in which we practice, Cleary Gottlieb has handled transactions in Africa and represented clients based in the region for more than 40 years. One of the first international firms to work in the region, we offer our clients decades of experience and a practical knowledge of local business custom. Primarily through our Paris and London offices, the firm has led a number of high-profile deals in some of Africa’s key industry growth sectors, particularly energy, telecommunications and industrial projects. We regularly handle complex and novel transactions across the full range of practice areas, and have experience in over 30 African countries.
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Nov 12, 2012
Cleary Gottlieb represented the Republic of Côte d’Ivoire in the rescheduling of defaulted interest payments on the Republic’s US$ 2.3 billion step-up bonds due 2032 effected and in the reopening of this bond issue to allow the exchange and settlement of certain debt claims held by or through Sphynx Capital Markets and Standard Bank. The interest payment rescheduling applies to the $2.3 billion of step-up bonds outstanding prior to the transactions; it is also reflected in the terms of $187 million of new step up bonds issued in the exchange to ensure fungibility of the new bonds with the existing bonds. The interest payment rescheduling was effected through a consent solicitation relying on a collective action clause, pursuant to which a supermajority of bondholders were able to consent to a change in payment terms for all outstanding bonds. The interest payment rescheduling was approved by over 95% of the bondholders and closed on November 8. The debt exchange closed on November 12.
Côte d’Ivoire was declared eligible for debt relief as a heavily indebted poor country (“HIPC”) by the IMF and the World Bank in March 2009, and the exchange offer was conducted within the framework of the IMF and World Bank initiative for HIPCs. Cleary Gottlieb has represented the Republic in connection with previous transactions including the Republic's 2010 exchange of its Brady bonds for the U.S. Dollar Denominated Step-Up Bonds Due 2032. Sphynx Capital Markets and Standard Bank had declined to participate in that exchange offer.
Dec 06, 2012
Cleary Gottlieb represented Orascom Construction Industries (OCI) in the acquisition of distribution rights for ammonium sulphate (AS) produced by Lanxess at its Antwerp facilities in Belgium. The distribution rights were acquired from fertiva, a distributor of nitrogenous fertilizers and wholly owned subsidiary of EuroChem. The deal entails up to approximately 1 million metric tons of AS including approximately 0.2 million metric tons of granular AS. In combination with its existing distribution rights, this acquisition makes OCI a leading supplier in the European market and in Brazil.
OCI is a leading international fertilizer producer and construction contractor based in Cairo, Egypt. Its Fertilizer Group is a strategic owner and operator of nitrogen fertilizer plants in Egypt, the Netherlands, the United States, and Algeria with an international distribution platform spanning Europe, North and South America, Southeast Asia and Africa.
EuroChem is a Russian agrochemical company belonging to the conglomerate of Andrey Melnichenko. In 2012, EuroChem acquired fertiva GmbH from the German K+S Group. fertiva GmbH had a long-term contract with Lanxess, a leading specialty chemicals producer, for the supply of ammonium sulphate, which has now been assumed by OCI.
Apr 27, 2012
Cleary Gottlieb won a victory for the Republic of Congo on April 27 when District Judge John F. Keenan granted its motion to transfer to the District of Columbia claims brought in the Southern District of New York by plaintiff Commissions Import Export to recognize a judgment confirming an arbitral award it obtained against the Congo in the United Kingdom. This was the first decision to rule on the appropriate standard for venue in federal court in an action to recognize a foreign judgment. The plaintiff argued that the alleged presence of Congo property in New York that might be used to satisfy a U.S. judgment (recognizing its UK judgment) was sufficient to lay venue in the Southern District. The court rejected this argument and agreed with the Congo that the alleged presence of property in the district that might be used to satisfy an as yet unobtained U.S. court judgment cannot form the basis for venue in an action for the recognition of a foreign money judgment. The court also agreed with the Congo that a "substantial part of the events" underlying a foreign money judgment must have occurred in the district in which a recognition action is brought. The court transferred the case to the District of Columbia because in an action against a foreign sovereign, unless proper elsewhere, venue exists only in that district.
Aug 15, 2011
In late July, Cleary Gottlieb represented African Minerals in connection with Shandong Iron & Steel Group's investment of $1.5 billion in African Minerals' flagship Tonkolili iron ore project in Sierra Leone. The equity investment will be made in exchange for a 25% interest in the Tonkolili project companies which operate the mine and the related infrastructure. As part of the transaction, Shandong will also purchase iron ore at a discounted price under a life-of-mine off-take arrangement, and will retain the option to buy up to 25% of annual iron ore production from each of Tonkolili's three production phases based on prevailing benchmark prices. The signing of definitive transaction documents followed an extended period of diligence and negotiation that began in mid-2010. Completion of the investment is subject to various conditions, including PRC approvals, and is expected to close by the end of the year.
The Tonkolili project is a multi-billion dollar mining project to develop one of the world's largest deposits of magnetite iron ore. The project employs over 5,000 people in Sierra Leone, and will be the country's single most important source of revenue. The first commercial ore shipments are expected during the last quarter of 2011.
Apr 05, 2013
Cleary Gottlieb represented African Minerals Limited in a new $250 million pre-export loan facility (PXF) and an extension to an existing $100 million credit facility which provided AML with additional liquidity. AML will use the proceeds of the PXF primarily in connection with its Tonkolili iron ore project in Sierra Leone. Both facility agreements were signed on April 5.
The Standard Bank of South Africa Limited and Standard Bank Plc acted as mandated lead arrangers.
AML is a minerals exploration and development company with significant interests in Sierra Leone. It is listed on the Alternative Investment Market of the London Stock Exchange and is currently focused on the development of the world class iron ore deposit at Tonkolili and its related rail and port infrastructure. The project is the largest employer in Sierra Leone and is set to become the largest contributor to the country's GDP.
Sep 21, 2011
Cleary Gottlieb is representing China’s Sichuan Hongda Group in connection with its joint venture with Tanzania’s National Development Corporation to implement an integrated coal mine and power plant project and an integrated iron ore mine and steel mill project in Tanzania. The two projects, representing a total investment of up to $3 billion, represent the single largest investment venture in East Africa.
Sichuan Hongda Group will hold an 80% interest in the joint venture company, and National Development Corporation, the statutory corporation established to implement projects on behalf of the Government of the United Republic of Tanzania, will hold 20%. The joint venture agreement and other transaction documents were signed on September 21. Completion of the transaction is subject to various conditions, including approvals from the PRC and Tanzanian governments.
Jun 08, 2011
Cleary Gottlieb represented Helios Investment Partners in connection with the formation of its second private equity fund, Helios Investors II, L.P. Helios II held its final close on June 8 with aggregate commitments from investors of over $900 million, making it the largest pan-Africa investment fund raised to date. The fund has a mandate to pursue investments throughout Africa, and has already closed a number of landmark transactions.
May 24, 2011
Cleary Gottlieb advised Renaissance Partners in connection with the acquisition of land interests outside the port city of Takoradi, Ghana. Takoradi, the home of Ghana’s emerging oil industry, has become a focal attraction for African property developers and real estate financiers following the discovery of oil in the region in 2007 and the commencement of commercial exploitation last year.
Renaissance Partners contracted with the Chief of Takoradi, acting in a representative capacity as custodian and trustee of all Takoradi stool land, to acquire a 99 year lease over approximately 2,367 hectares of land in Takoradi, for the purpose of developing the land into a mixed-use community development. The project would consist of the master planning and infrastructure development of the land, and subsequent sale or lease of sub-divided land parcels. The Cleary Gottlieb team assisted with structuring the lease and drafting a framework agreement. The deal signed on May 24, 2011.
Jan 28, 2011
Cleary Gottlieb acted as U.S. and English law counsel to Citigroup Global Markets Limited and Deutsche Bank AG, London Branch in their capacity as joint lead managers in the Federal Republic of Nigeria’s debut Eurobond offering. The offering of $500 million 6.75% Notes due 2021 closed on January 28.
The offering was the Republic’s first issuance in the Eurobond markets. The principal objective of the offering was to establish a government benchmark rate to help facilitate future borrowings in the international capital markets by private sector borrowers in Nigeria. Proceeds of the offering will be used for general budgetary purposes. The offering was made on a Rule 144A / Regulation S basis and the Notes were admitted to trading on the Regulated Market of the London Stock Exchange.
Oct 14, 2010
Cleary Gottlieb is representing Weather Investments, the mobile telecommunications company led by Egyptian businessman Naguib Sawiris, in its combination with Russian carrier VimpelCom in a transaction that will create the world fifth-largest mobile telecommunications carrier with $21.5 billion in pro forma net operating revenues.
Sawiris and Weather's other shareholders will receive 325,639,827 newly issued VimpelCom common shares (NYSE: VIP) representing a 20% economic interest in the enlarged VimpelCom group and $1.8 billion in cash, and will also retain certain assets to be demerged from the Weather group of companies.
Following the issuance of the new VimpelCom shares to Weather, Norwegian telecommunications group Telenor will hold 31.7% of the economic rights in VimpelCom and Altimo Holdings & Investments, a company controlled by Russia's Alfa Group, will hold 31.4%, with minority shareholders representing 17%.
VimpelCom is the second largest mobile phone operator in Russia and the largest operator in Ukraine, and also has a portfolio of telecom assets in the CIS countries and Southeast Asia. Weather's key assets include the Italian wireless carrier Wind Telecomunicazioni and a 51.7% stake in Egypt-based Orascom Telecom, which in turn holds telecom assets throughout the Middle East and Africa as well as Canada. Weather's Greek asset Wind Hellas Telecommunications was excluded from the deal.
On closing of the transaction, expected to occur in the first quarter of 2011 subject to certain conditions, VimpelCom will become the fifth largest mobile platform in the world by subscribers, with operations in 20 countries in Europe, Asia, Africa and North America.
The transaction also includes a significant financing component, with new debt raisings, refinancings and consent solicitations set to launch during the fourth quarter of this year and for which VimpelCom and Weather have received highly confident letters. The financing process is expected to include raising approximately $2.0-2.5 billion in debt, and is expected to continue to use the ring-fenced financing structures at Wind and Orascom Telecom.
Nov 30, 2010
Cleary Gottlieb represented Beltone Investment Banking as Sole Global Coordinator and Bookrunner in connection with the initial public offering of Amer Group Holding Company, an Egyptian company. Amer Group is a leading real estate and hospitality developer in Egypt, active in the mixed-use and family oriented resort destination market under the Porto World brand, and in the entertainment, malls and restaurant markets.
The IPO consisted of an offering by existing shareholders of approximately 20% of the Shares of Amer Group. The Shares were sold in a public offering in Egypt and internationally on a private placement basis, including under Rule 144A in the United States. Gross offering proceeds were approximately $200,000,000 (LE 1,150,000,000), 80% of which were re-invested by the selling shareholders into Amer Group through a closed subscription for newly issued Shares.
The international offering was launched on November 1 and the Egyptian retail offering was launched on November 8. The Shares began trading on the Egyptian Stock Exchange on November 30.
Jan 23, 2008
Cleary Gottlieb represented Lafarge S.A., the world leader in building materials, in its acquisition of Orascom Building Materials Holding S.A.E. (Orascom Cement) from Orascom Construction Industries S.A.E., an Egyptian construction and building materials group founded by the Sawiris family, for $15 billion (including assumed debt), or €10.2 billion. Orascom Cement is an emerging markets cement leader, with number-one positions in Egypt, Algeria, the United Arab Emirates and Iraq, and with strategic positions in other growth markets in Africa and Asia including Saudi Arabia, Syria and Turkey. The transaction was entered into on December 9, 2007 and closed on January 23, 2008.
The purchase price is being financed by €6 billion in debt and the issuance, through a reserved capital increase, of 22.5 million new Lafarge ordinary shares at a price of €125 per share for a total capital increase of €2.8 billion, to NNS Holding Sàrl, a holding company owned by Nassef Sawiris and his family, which owns 60% of Orascom Construction Industries. Through this investment, NNS Holding will become an 11.4% shareholder of Lafarge, and Nassef Sawiris will be entitled to appoint two members of Lafarge’s board of directors.
Energy & Natural Resources Deal of the Year
(Shandong Iron & Steel Group's $1.5 billion investment in African Minerals Limited)
China Law & Practice (2012)
#4 in Middle East & North African M&A
Thomson Reuters, 2012 Rankings (Completed, value)
Counsel in the largest corporate transaction to occur in the Middle East and North Africa
Lafarge/Orascom (2008)
Africa M&A Advisor of the Year
Acquisitions Monthly (2008)
Counsel in the first international offering and listing of a Moroccan company
€800 million IPO of Itissalat Al-Maghrib (Maroc Telecom) (2004)
“Market observers compliment the energy practice of this international firm for its work in mining in Africa. It also has expertise in oil and gas, biofuels and electricity. The firm helps clients set up commercial operations, negotiate joint ventures and acquisitions. In addition it has extensive experience of IPOs and antitrust, tax and financing matters.
‘The lawyers are well-recognised experts for energy and mining in West Africa. They have the ability to get deals done and understand the jurisdictions very well, both legally and culturally.’”
Chambers Europe (2013)
"This firm continues to be a prominent presence on the continent, and can draw on extensive and varied experience in Africa work. The group represents governments and public and private companies across the full spectrum of corporate and commercial issues. ‘For Africa, they’re top - they are truly multicultural and multilingual.’”
“This firm is a highly active participant in the African energy market, and advises sponsors, lenders and government bodies on major projects. ... ‘They have a good appreciation of our commercial objective. Thorough, rigorous, insightful, yet also pragmatic, and they have a lot of experience in this particular environment.’”
Chambers Global (2013)
“This firm has long-running experience of working in more than 30 African jurisdictions. It is active in a significant number of projects and energy transactions, which it handles mainly from its Paris office. ‘A strong firm generally but its tradition of working in Africa stands out especially.’”
Chambers Global (2012)
“The Paris office of this firm is a very strong player in the projects arena. Oil, gas and mining are its key sectors of intervention, and the team has worked in these industries across the continent.”
Chambers Global (2011)
“This outfit fields a dedicated team of Africa specialists from its Paris and London offices, ensuring impressive continent-wide capabilities. The group is highly commended for its sovereign debt work [and] … is also a go-to firm for M&A matters. [Sources note] ‘an extremely talented and exceptional team of lawyers who are very proactive and very prompt in their reactions.’”
Chambers Global (2010)
“Long respected for its sovereign debt work, this ‘excellent and responsive’ group’s expertise includes the whole range of commercial concerns … Provid[es] clients ‘with not only the usual advantages of a large global firm but also an outstanding understanding of the local legal regulatory aspects of various countries across the continent.’ This insight is coupled with some of the ‘brightest and most brilliant up-and-coming lawyers,’ which makes the team ‘the first port of call for anything Africa-related’ for many clients.”
Chambers Global (2009)
“One client declared: ‘[Cleary Gottlieb] would be my first recommendation to any company contemplating a project in Africa.’”
The Legal 500 - Europe, Middle East & Africa (2009)
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