|
|
Banking and Financial Institutions
The world’s top financial institutions turn to Cleary Gottlieb for their most challenging and sensitive business transactions. In recent years, we have worked on many of the largest banking M&A deals globally, as well as on first-ever transactions within the industry. Our global team of lawyers works fluidly across jurisdictions and has helped pioneer many of the novel financial institutions transactions that are transforming the industry into a borderless marketplace.
Read More »
Oct 07, 2008
Cleary Gottlieb is representing BNP Paribas in its announced acquisition of Fortis' operations in Belgium and Luxembourg, as well as the international banking franchises, for a total consideration of €14.5 billion.
Following the acquisition by the government of the Netherlands of Fortis Bank Nederland (Holding) N.V., including Fortis' interest in ABN Amro Holding N.V. and the Dutch insurance activities, the State of Belgium will raise its stake in Fortis Bank SA/NV to 100%.
Under the terms of the transaction, BNP Paribas will then acquire from the Belgian State 75% of Fortis Bank SA/NV and 100% of Fortis Insurance Belgium, and acquire 16% of Fortis Banque Luxembourg from the Luxembourg State, taking its controlling interest in Fortis Banque Luxembourg to 67%. BNP Paribas will acquire its interest in Fortis' banking business in Belgium and Luxembourg for €9 billion paid in newly-issued BNP Paribas shares. Fortis Insurance Belgium will be acquired for a cash consideration of €5.5 billion. As a consequence, the Belgian and Luxembourg states will become shareholders of BNP Paribas, with stakes of 11.6% and 1.1% respectively, and Belgium will appoint two new members to join the BNP Paribas board.
Sep 22, 2008
Cleary Gottlieb represented Barclays in its agreement to acquire Lehman Brothers' North American investment banking and capital markets businesses.
Oct 01, 2008
Cleary Gottlieb is representing Dexia on all aspects of its recapitalization plan. After three days of intense negotiations between Dexia, its shareholders and the Belgian, French and Luxembourg governments, and on the back of heightened crisis in the European banking sector, a €6.4 billion recapitalization plan was put together in record time. Under the plan, the Belgian state and regions as well as the existing core Belgian shareholders of Dexia, on the one hand, and the French government and the CDC on the other, will each inject €3 billion into Dexia SA. In parallel, the Luxembourg government will be subscribing for €376 million in convertible bonds issued by Dexia BIL.
Dexia's recapitalization is the second instance of urgent, large scale support by European governments to Belgian financial institutions in the last few days, after the rescue, over the course of last weekend, of Fortis. A Cleary Gottlieb team is representing BNP Paribas in its announced acquisition of Fortis' operations in Belgium and Luxembourg, as well as the international banking franchises, for a total consideration of €14.5 billion.
Sep 08, 2008
Cleary Gottlieb acted for Morgan Stanley, which was in turn the advisor to the United States Treasury, in connection with the conservatorship of Fannie Mae and Freddie Mac described in the press as “the most dramatic market intervention in years.”
As detailed in an announcement by Treasury Secretary Henry Paulson on September 7, the two companies have been placed into conservatorship. As a result, the Federal Housing Finance Agency, Fannie Mae’s and Freddie Mac’s regulator, has gained management control of the companies. Treasury has also established preferred stock purchase agreements with Fannie Mae and Freddie Mac under which Treasury could be required to provide as much as $100 billion to each of the companies, established a new secured lending credit facility for the companies, and initiated a temporary program to purchase Fannie Mae and Freddie Mac's mortgage backed securities in the open market.
Sep 10, 2008
Cleary Gottlieb is representing Commerzbank with respect to the U.S. regulatory aspects of Commerzbank's acquisition of Dresdner Bank and the simultaneous investment in Commerzbank by Allianz. The transaction is set to be Germany’s largest banking takeover in recent years.
Dec 03, 2007
Cleary Gottlieb represented Citigroup Inc. in its sale of $7.5 billion of mandatorily convertible trust preferred Units (Upper DECS Equity Units) to the Abu Dhabi Investment Authority. The investment, conducted as a private placement, will give ADIA a 4.9% ownership stake in Citi on an as-converted basis. ADIA has agreed not to own more than a 4.9% stake in Citi, and will have no special rights of ownership or control and no role in the management or governance of Citi, including no right to designate a member of Citi's Board of Directors. Citi and ADIA agreed on the investment on November 26, and it closed on December 3.
Substantially all of the investment proceeds will be treated by Citi as Tier 1 capital for regulatory capital purposes. Accordingly, it will support Citi's progress toward its goal of achieving its targeted capital ratios by the end of the first half of 2008.
Each Upper DECS Equity Unit consists of a contract to purchase stock at different future purchase dates and an interest in four series of trust preferred securities. The Upper DECS Equity Units mandatorily convert into shares of Citi common stock on dates ranging from March 15, 2010, to September 15, 2011, at prices ranging from $31.83 to $37.24. Each Upper DECS Equity Unit will pay a fixed annual payment rate of 11%.
Citigroup Inc., a global financial services company with approximately 200 million customer accounts in over 100 countries, provides financial products and services, including banking, securities brokerage and asset management.
ADIA is the sovereign wealth fund of the government of Abu Dhabi, one of the seven emirates that comprise the federation of the UAE.
Jan 25, 2008
Cleary Gottlieb represented Citi in 10 concurrent offerings of $19 billion of convertible preferred stock and straight preferred stock. The offerings involved six individually negotiated private placements of $12.5 billion of convertible preferred stock to the Government of Singapore Investment Corporation, the Kuwait Investment Authority, HRH Prince Alwaleed bin Talal bin Abdulaziz Alsaud, Capital Research mutual funds, the New Jersey Division of Investment and Citi's former Chairman and CEO Sandy Weill, as well as a $3.17 billion public offering of convertible preferred stock and a $3.72 billion public offering of straight preferred stock. The private and public convertible preferred stock offerings closed on January 23 and the straight preferred stock offering closed on January 25.
Cleary Gottlieb represented Citi on the private placements, and represented the underwriters, led by Citi Global Markets, for the public offerings. Cleary Gottlieb also served as disclosure counsel to Citi in connection with its year-end earnings release.
Sep 07, 2007
Cleary Gottlieb represented Spain’s BBVA (Banco Bilbao Vizcaya Argentaria SA) in its acquisition of Compass Bancshares for $9.1 billion in stock and cash.
Compass is based in Birmingham, Alabama, and has a major presence in much of the Sunbelt, particularly, Texas, Arizona and Florida.
Feb 12, 2008
Cleary Gottlieb is representing ING Groep, N.V. in its $1.5 billion sale of Seguros ING, S.A. de C.V., the third-largest insurance company in Mexico, to the French financial services company AXA, S.A.. The parties announced the deal on February 12 and the transaction is expected to close later in 2008, pending regulatory approval.
Despite selling its flagship life insurance company in Mexico, ING will maintain a considerable presence in Mexico by virtue of its pension and annuities (Afore) business as well as its Mortgage and Leasing business units. Cleary Gottlieb has advised ING in several of its recent acquisitions and sales throughout Latin America.
Oct 18, 2007
Cleary Gottlieb represented long-time client HSBC Holdings plc in its offering of $2.5 billion of its 6.5% subordinated notes due 2037. The notes are listed on the New York Stock Exchange. The offerings closed on September 12 and October 18.
HSBC is one of the largest banking and financial services organizations in the world, with 10,000 properties in 83 countries and territories in Europe, the Asia-Pacific region, the Americas, the Middle East and Africa. The company provides a comprehensive range of financial services, including personal financial services and commercial banking.
Aug 28, 2007
Cleary Gottlieb represented the underwriters, led by Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P. Morgan Securities Inc., in American Express Company’s $1.5 billion offering of 6.150% Notes due 2017 issued under a self registration statement. The deal closed on August 28.
Sep 20, 2007
Cleary Gottlieb is advising Renaissance Capital Group in its 24.99% minority investment in Ecobank Transnational Incorporated.
RenCap is the leading independent investment banking firm in Russia and the Commonwealth of Independent States. Since its inception in 1995, it has raised over $50 billion — more than any other financial institution in the region. A private investment banking firm wholly owned by management and employees, RenCap is part of an independent group of finance and investment companies specializing in high-opportunity emerging markets.
ETI is the parent company of the Ecobank Group, a leading regional banking group in West and Central Africa serving wholesale and retail customers. It has a network covering 18 countries.
Apr 30, 2008
Cleary Gottlieb represented Natixis in two offerings of deeply subordinated notes that will constitute Tier 1 capital for Natixis. The first offering, worth $300 million, closed April 16. The joint lead managers were HSBC, Natixis Funding and UBS Investment Bank and the notes have been listed on the Luxembourg Stock Exchange. The second offering, worth $750 million, was the first Tier 1 offering by Natixis under Rule 144A. Merrill Lynch, Morgan Stanley and Natixis Bleichroeder acted as joint lead managers for the second offering, which closed April 30, and the notes are expected to be listed on the Luxembourg Stock Exchange.
Natixis (formerly known as Natexis Banques Populaires) is the corporate and investment banking affiliate of the Groupe Caisse d’Epargne and Groupe Banque Populaire, two leading French mutual banking groups. It was formed in November 2006 through the combination of more than a dozen banking affiliates of the two groups. Cleary Gottlieb represented Natixis in the share offering that accompanied the combination.
Tier 1 transactions involve the issuance of securities with debt-like features, which are counted as core capital under regulations that require banks to maintain minimum capital levels as a percentage of their risk-adjusted assets.
Sep 22, 2008
Cleary Gottlieb is representing Deutsche Postbank in Deutsche Post’s €2.79 billion sale of a 29.75% minority stake in Postbank to Deutsche Bank. The transaction is expected to close in the first quarter of 2009.
Deutsche Bank, which has 14 million clients in private and business banking (of whom 9.7 million are in Germany), and Postbank, which has 14.5 million clients in Germany, have also agreed to cooperate in several areas including the distribution of home finance and investment products.
With 14.2 million active domestic customers, approximately 21,000 employees and total assets of €229 billion, Deutsche Postbank is one of Germany’s major financial services providers.
Cleary Gottlieb has previously represented the Deutsche Postbank in several important transactions such as in its IPO in 2004, and its takeover of BHW Holding AG in 2005.
Cleary Gottlieb has been ranked in the top tier for financial services and regulatory compliance by Chambers USA since the inception of this category.
Americas Debt & Equity-Linked Deal of the Year
(Citigroup’s $7.5 billion sale of Upper DECS Equity Units to Abu Dhabi Investment Authority)
International Financial Law Review (2007)
Korea Deal of the Year, Equity Deal of the Year
(Samsung Card's IPO)
FinanceAsia (2007)
International Financial Law Review (2007)
U.S. IPO of the Year and Equity Deal of the Year
(Mastercard’s IPO)
International Financing Review, International Financial Law Review (2006)
Cross-Border Deal of the Year and M&A Deal of the Year
(HypoVereinsbank's acquisition by UniCredito)
Acquisitions Monthly and International Financial Law Review (2006)
“This ‘veritable powerhouse’ in financial services regulation dominates the field... Widely commended by the Bar for both its banking regulatory and enforcement practices, the firm is deemed ‘one of the go-to firms for all banking investigations’ [and] a ‘superb cross-border banking practice’ … mark the financial institutions M&A practice out for special recommendation.”
Chambers USA (2008)
“‘Absolutely one of the premier financial services law firms in the USA ... a ‘no-nonsense firm that is easy to work with, and does a quality job without over-lawyering.’”
Chambers USA (2007)
“Clients regard its financial institutions regulatory practice as “the greatest in the [United States].’”
Chambers Global, Chambers USA (2007)
“This group fields ‘top-level lawyers experienced in complex acquisition finance structures.’”
Chambers USA (2007)
“A ‘most comprehensively talented group’ that spans the entire range of regulatory, transactional and enforcement issues that confronts its 'prestigious financial house clients.’”
Chambers USA (2006)
“With ‘all the credentials of a premier firm,’ this banking and finance outfit benefits from a very strong presence in the field of capital markets.”
Chambers Europe (2008)
“[An] ‘excellent’ team…”
Chambers Global (2007)
“[The group’s] desire and capacity to handle large, ‘particularly tricky’ transactions is recognised by those in the know.”
Chambers Global (2007)
|
|
|