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Capital Markets
Cleary Gottlieb is an acknowledged leader in U.S. and international capital markets practice. Issuers and market participants throughout the world rely on us for the most current advice on disclosure and corporate governance matters, corporate and securities regulatory issues and transactional structuring. We regularly advise issuers and underwriters throughout the world on company-critical and precedent-setting financings, which span the spectrum of capital markets transactions. The firm was among the first to recognize the importance of the global marketplace, with the opening of its Paris office in 1949. The scope and depth of our international resources are among the firm’s historic strengths and allow us to offer clients seamless advice across markets in their worldwide financing activities.
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Apr 09, 2009
Cleary Gottlieb represented HSBC Holdings plc in its £12.5 billion ($17.7 billion) five-for-12 rights offering of over 5 billion new ordinary shares at a subscription price of 254 pence per share. The offering was the largest of its kind in the United Kingdom. The deal consisted of a registered public offering in the United Kingdom, the United States (in the form of American depositary share rights), Hong Kong and other jurisdictions. Goldman Sachs International acted as sole sponsor, and together with JPMorgan Cazenove Limited and HSBC Bank plc, joint bookrunner and joint global coordinator. The rights offering was announced on March 2 and was approved at a general meeting of shareholders on March 19. The rights offering subscription period ran from March 20 until April 3. During that period, existing HSBC shareholders subscribed for 96.6 percent of the new ordinary shares offered to qualifying shareholders. The joint global coordinators placed the remaining 3.4 percent of the new ordinary shares on April 6, and the rights offering closed on April 9. Cleary Gottlieb acted as U.S. counsel for the issuer.
HSBC is one of the largest banking and financial services organizations in the world. HSBC's international network comprises around 9,500 offices in 86 countries and territories in Europe, the Asia-Pacific region, the Americas, the Middle East and Africa. HSBC’s shares are listed on the London, Hong Kong, New York, Paris and Bermuda stock exchanges and held by around 200,000 shareholders in some 100 countries and territories. On the New York Stock Exchange, the shares are traded in the form of American depositary shares.
Feb 27, 2009
Cleary Gottlieb is representing Citigroup in its exchange offer of common stock for up to $27.5 billion of its existing preferred securities and trust preferred securities at a conversion price of $3.25 a share. The U.S. Department of the Treasury has agreed to convert up to $25 billion of its preferred stock investment in Citigroup into common stock. This transaction will substantially increase Citigroup's tangible common equity without any additional investment from the U.S. government. The firm is also acting as lead disclosure counsel to Citigroup.
Cleary Gottlieb previously advised Citigroup in its $25 billion private sale to the Treasury of preferred stock and a warrant to purchase common stock.
Citigroup Inc., a global financial services company with approximately 200 million customer accounts in over 140 countries, provides financial products and services, including banking, securities brokerage and wealth management.
Dec 11, 2008
Cleary Gottlieb acted as counsel to BNP Paribas and Crédit Agricole in connection with the issuance of €2.55 billion and €3.0 billion, respectively, of deeply subordinated perpetual securities to a French state-owned entity as part of the French bank recapitalization program. The deals priced on December 10 and closed on December 11.
The securities were issued to the Société de Prise de Participation de l’Etat (SPPE), a company established by the French State as part of the government’s plan to provide capital and liquidity to French banks. SPPE is one of two companies established under this program. Its role is to invest in equity and hybrid equity instruments, while the other company provides short and medium-term debt financing to French banks.
BNP Paribas and Crédit Agricole were among six French banks that issued a total of €10.5 billion of hybrid securities to SPPE in its first investment round. The issuances followed the approval by the European Commission of the SPPE program, under European State Aid rules that limit the ability of EU Member States to provide subsidies to companies.
The securities are deeply subordinated, perpetual notes that qualify as “Tier 1” capital for bank regulatory purposes. Their terms are similar to other such securities that have been issued by the banks in the past. However, the banks also undertook in a separate agreement to pay a premium upon repurchase or redemption of the securities, with the amount of the premium increasing annually. This was part of the deal reached with the European Commission, which sought terms that will encourage the banks to repay the notes as soon as possible.
Cleary Gottlieb also represented Natixis in connection with its issuance of €1.9 billion of similar deeply subordinated notes to its principal shareholders, Banque Fédérale des Banques Populaires and Caisse Nationale des Caisses d’Epargne. Each of the shareholders issued its own deeply subordinated notes to SPPE under the French recapitalization program, and in turn used most of the proceeds to subscribe to back-to-back issues by Natixis.
Nov 21, 2008
Cleary Gottlieb is representing the German Savings Bank Association (“DSGV”) with respect to back guarantees granted by DSGV and other major German banking associations and financial institutions to the Federal Republic of Germany in connection with a €50 billion rescue package arranged by the German Federal Government and various significant financial institutions for the Hypo Real Estate Group.
In 2007, Cleary Gottlieb advised DSGV on the acquisition of Landesbank Berlin Holding AG (formerly “Bankgesellschaft Berlin”).
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.
May 06, 2009
Cleary Gottlieb represented ArcelorMittal in concurrent offerings of shares and convertible notes totaling $4 billion. The share offering was for $3.2 billion and the offering of 5% convertible senior notes due 2014 was for $800 million, both inclusive of additional securities pursuant to the exercise by the underwriters of their over-allotment options. The two offerings were SEC-registered and placed globally. Goldman, Sachs & Co., CALYON and Société Générale acted as Bookrunners of the offerings. The offerings priced on April 29th following the Company’s first quarter earnings’ release and closed on May 6th.
ArcelorMittal intends to use the proceeds of the offerings to lengthen its debt maturity profile and to refinance existing indebtedness.
ArcelorMittal is the world’s largest and most global steel producer. In 2008, ArcelorMittal had sales of $124.9 billion, steel shipments of 101.7 million tonnes and crude steel production of 103.3 million tonnes.
Feb 01, 2008
Cleary Gottlieb represented the underwriters, led by Kotak Mahindra Capital Company and UBS Securities India, in an initial public offering by Reliance Power Limited of 260,000,000 equity shares listed on the Bombay Stock Exchange and the National Stock Exchange of India. The $2.93 billion offering is the largest IPO in Indian history. The transaction closed on February 1.
The global offering was made to investors under Regulation S and Rule 144A.
Reliance Power is developing 13 power projects in India with a combined capacity of over 28 gigawatts at a projected cost of $28.5 billion. Reliance Power is an affiliate of the Reliance ADA Group, one of the largest business houses in India, comprising companies in the telecommunications, financial services, media and entertainment, infrastructure, energy and other sectors.
Oct 17, 2008
Cleary Gottlieb represented The Hartford Financial Services Group in connection with a $2.5 billion capital investment by Allianz SE. Under the terms of the investment agreement, Allianz purchased, at $31 per share of common stock, $750 million of preferred shares convertible to common stock after receipt of antitrust approval and $1.75 billion of 10% junior subordinated debentures. Allianz also received warrants which entitle it to purchase approximately 69 million shares of common stock at an exercise price of $25.32 per share, subject to receipt of insurance, regulatory and shareholder approvals. The warrants expire in seven years. The initial transaction agreement was signed on October 6. The investment agreement and related documentation were signed, and the transaction closed, on October 17.
The Hartford, a Fortune 100 company, is one of the nation's largest financial services companies, with 2007 revenues of $25.9 billion. The Hartford is a leading provider of investment products, life insurance and group benefits; automobile and homeowners products; and business property and casualty insurance. Its international operations are located in Japan, the United Kingdom, Canada, Brazil and Ireland.
Jun 25, 2007
Cleary Gottlieb represented Companhia Vale do Rio Doce, the world’s largest iron ore miner, in its $1.88 billion mandatorily convertible bond offering, the largest corporate convertible bond offering ever by a Latin American borrower. The offering was comprised of two series: $1.30 billion of 5.50% Guaranteed Notes due 2010 (Series RIO) and $584.54 million of 5.50% Guaranteed Notes due 2010 (Series RIO P). On the maturity date, the series will convert into ADSs representing common CVRD shares and preferred class A CVRD shares. The deal closed on June 25.
The offering was SEC-registered, using an automatic shelf registration statement filed the morning the deal was launched.
Oct 11, 2007
Cleary Gottlieb represented Sony Corporation as selling shareholder in its international initial public offering of the common stock of Sony Financial Holdings Inc. The IPO, which raised $2.7 billion for Sony in the secondary offering, as well as $270 million of new capital for SFH, closed on October 11. The IPO was the largest in Japan this year.
The international offering consisted of SFH common shares sold in offshore transactions outside the United States in reliance on Regulation S and to qualified institutional buyers in the U.S. under Rule 144A. With the international offering, shares were offered in Japan by Sony and by SFH after SFH’s listing on the first section of the Tokyo Stock Exchange. Sony’s stake in SFH was reduced to 60 percent from 100 percent as a result of the IPO.
SFH, the holding company for Sony Life Insurance Co., Sony Assurance, Inc., and Sony Bank, accounted for nine percent of Sony’s group revenue in 2006.
JPMorgan and Nomura International acted as international joint lead managers and bookrunners.
Jun 18, 2008
Cleary Gottlieb represented the Bolsa Mexicana de Valores, S.A.B. de C.V. in its initial public offering and the listing of its Series A common shares on the Mexican Stock Exchange. The initial public offering included both a public offering in Mexico and an international private placement with institutional investors (including in the United States under Rule 144A). The combined offering generated approximately $388 million in aggregate proceeds for the Bolsa, with approximately 220 million shares sold. The deal closed on June 18.
The Bolsa is the sole equity and derivatives exchange operator in Mexico. With the proceeds of the offering, the Bolsa will acquire additional equity interests in related companies—Fideicomiso F/30430 Asigna, the central counterparty for the Mexican derivatives exchange, Compensación y Liquidación, Contraparte Central de Valores de México, S.A. de C.V., the clearing agent and counterparty for all equity transactions executed on the Bolsa, Mercado Mexicano de Derivados, S.A. de C.V., the Mexican derivatives exchange, which was previously a subsidiary of the Bolsa, and S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V., the central securities depository of Mexico—in order to create a more vertically-integrated stock exchange.
Aug 17, 2007
Cleary Gottlieb represented the underwriters, led by Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Lehman Brothers Inc., in VMware Inc.’s initial public offering of 37,950,000 shares of Class A common stock (including exercise of an over-allotment option), the largest technology sector IPO since Google went public in 2004. The offering priced on August 13 at $29 per share, valuing VMware at $11 billion; by close of the first day of trading on the NYSE, VMware was valued at nearly $20 billion, a market cap few other technology companies have exceeded. In the two weeks following pricing, VMware shares have traded as high as $73.95. The offering closed on August 17.
Prior to the IPO, VMware was wholly owned by EMC Corporation. EMC continues to own approximately 90% of VMware.
VMware is the leading provider of virtualization solutions, with a customer base that includes 100% of the Fortune 100 and more than 84% of the Fortune 1,000. VMware’s core virtualization technology enables multiple software applications and operating systems to share underlying hardware (such as a single server) safely by encapsulating each application and operating system in its own "virtual machine." VMware’s suite of virtualization solutions addresses a range of complex IT problems that include infrastructure optimization, business continuity, software lifecycle management and desktop management.
European and North American Deal of the Year
(Société Générale’s €5.5 billion rights issuance)
Euromoney (2009)
Americas Equity Deal of the Year
(Bolsa's IPO)
International Financial Law Review (2009)
Capital Markets and Finance Deal of the Year, IPO of the Year
(Reliance Power's IPO)
India Business Law Journal, Asian-Counsel (2009)
State-Linked Investment of the Year
(Temasek's multi-billion dollar investment in Merrill Lynch)
Asian-Counsel (2009)
Global Capital Markets Law Firm of the Year
Chambers Global (2007)
Capital Markets Team of the Year
Chambers USA (2007)
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)
U.S. Equity Issue of the Year
(VMWare’s IPO)
International Financing Review (2007)
Latin America Deal of the Year
(TAM's $300 million bond offering)
AirFinance Journal (2007)
Korea Deal of the Year, Asia Equity Deal of the Year
(Samsung Card’s IPO)
FinanceAsia (2007)
International Financial Law Review (2007)
Asia-Pacific Equity Issue of the Year and IPO of the Year
(Sony Financial’s IPO)
International Financing Review, Thomson Financial DealWatch (2007)
Best Local Currency Deal
(América Móvil’s 8 billion peso 2036 Offering)
LatinFinance (2007)
Best Follow-On Equity Deal
(Usiminas’ $1 billion equity offering)
LatinFinance (2007)
Debt & Equity-Linked Deal of the Year
(Deutsche Bank's $200 million contingent note offering)
International Financial Law Review (2007)
#1 U.S. Investment Grade Managers’ Counsel
Bloomberg (2008 Rankings, deal count)
#2 EMEA Managers' Counsel in IPOs
Bloomberg (2008 Rankings, U.S.-based firms, volume and deal count)
#1 Global Corporate Issuer Managers’ Counsel
Bloomberg (2008 Rankings, deal count)
#1 Euromarket Bond Issuers' Counsel
Bloomberg (2008 Rankings, U.S.-based law firms, deal count)
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Chambers Global (2009)
“A ‘strong, diverse practice and impressive global footprint,’ have kept this firm active and agile over the past year. The group has excelled at handling financially crucial transactions for its clients in the midst of tough market conditions.”
“This team has increased the breadth of its work across various areas of securitization. … One of the firm’s great draws is its efficient interdisciplinary approach to client service.”
Chambers USA (2009)
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Chambers Europe (2009)
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Chambers Global (2008)
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Chambers USA (2008)
“‘The sheer quality of its lawyers is legendary - ‘take any one of them, they are all outstanding’ - and commentators consider the team ‘great for high-risk deals.’”
Chambers Europe (2008)
“Cleary Gottlieb’s pole position in Latin American high-end capital markets work remains unassailable: universal feedback once again crowns it as ‘a truly spectacular leader.’”
Chambers Latin America (2008)
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The US Legal 500 (2008)
“When it comes to U.S. equity capital markets, Cleary Gottlieb Steen & Hamilton LLP is simply ‘in a different league.’ The ‘amazing’ team features a formidable array of talent.”
The Legal 500 - UK (2008)
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