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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 05, 2012
Cleary Gottlieb represented the Russian Federation in its 144A/Regulation S offering of $2 billion 3.25% bonds due 2017, $2 billion 4.50% bonds due 2022 and $3 billion 5.625% bonds due 2042. The bonds are listed on the Official List of the U.K. Listing Authority and are admitted for trading on the London Stock Exchange’s Regulated Market. The deal closed on April 5.
The offering is one of the largest by an emerging markets sovereign in recent years and aims to strengthen the benchmarks for Russian sovereign and corporate debt, paving the way for many Russian corporates to return to the international debt markets after a hiatus.
Dec 10, 2010
Cleary Gottlieb represented the underwriters, led by Morgan Stanley, in a recent underwritten public offering of approximately 2.4 billion shares of Citigroup common stock held by the U.S. Department of the Treasury. The deal closed December 10 and marks the exit of Treasury as a shareholder in Citigroup. The shares sold in this underwritten transaction represent the remaining shares from the 7.7 billion shares of Citi common stock originally acquired by Treasury in exchange for $25 billion in preferred stock received in connection with Citi's participation in the Capital Purchase Program. The exchange was part of the exchange offers conducted by Citigroup in July 2009 to strengthen its capital base.
Mar 11, 2011
Cleary Gottlieb acted as Italian, U.S. and International counsel to issuer Fiat Industrial Finance Europe S.A. and guarantor Fiat Industrial S.p.A. in Fiat Industrial Finance Europe’s offering of € 1 billion guaranteed 5.25% notes due March 2015 and € 1.2 billion guaranteed 6.25% notes due March 2018. The notes were issued under Fiat Industrial’s €10 billion Reg S/Rule 144A Global Medium Term Note (GMTN) Programme and have been admitted to listing on the Irish Stock Exchange. The notes were priced on March 7, 2011 and the offer closed on March 11, 2011.
Cleary Gottlieb also represented Fiat Industrial and each of the eligible issuers under the Programme (Fiat Industrial Finance Europe S.A. and Fiat Industrial Finance North America, Inc.) in connection with the establishment of the programme in February.
This was the first debt offering by Fiat Industrial since its establishment in January 2011, following the demerger of the activities of Iveco, CNH and FPT Industrial from Fiat S.p.A. Through these three subsidiaries, Fiat Industrial engages in the manufacture and sale of trucks and commercial vehicles, agricultural and construction equipment and marine engines. Fiat Industrial Finance Europe is a finance vehicle wholly owned, indirectly, by Fiat Industrial S.p.A.
Sep 24, 2010
Cleary Gottlieb is acting as international counsel to Petróleo Brasileiro S.A.--Petrobras (Petrobras) in its global equity offering announced September 3, which is expected to be the largest equity offering ever. The aggregate proceeds of the global offering to Petrobras, after underwriting discounts and commissions (before expenses), will be equivalent to approximately US$67 billion.
Petrobras will use part of the proceeds to pay $42 billion to the Brazilian federal government for the right to extract up to five billion barrels of oil equivalent from deep-water areas off the Brazilian coast.
Mar 13, 2012
Cleary Gottlieb acted as counsel to the underwriters, led by Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, in the public offering by the U.S. Department of the Treasury (Treasury) of 206,896,552 shares of common stock of American International Group (AIG) at $29.00 per share, and AIG's purchase of 103,448,276 shares in the offering. The aggregate proceeds to Treasury from the common stock offering were approximately $6 billion.
Mar 29, 2011
Cleary Gottlieb acted as counsel to the underwriters in sanofi-aventis’ first SEC-registered bond offering. The bonds were issued in six tranches in an aggregate principal amount of $7 billion. The transaction, which priced on March 22 and closed on March 29, was lead-managed by BNP Paribas, BofA Merrill Lynch, J.P. Morgan and Société Générale.
Sanofi-aventis is a global pharmaceutical group engaged in the research, development, manufacture and marketing of healthcare products. Sanofi-aventis intends to use the proceeds of the offering to fund, in part, the consideration payable in respect of its acquisition of Genzyme Corporation, a Massachusetts corporation for which sanofi-aventis has made an SEC-registered offer to exchange each outstanding Genzyme share for cash and a contingent value right. Certain of the bonds include a special mandatory redemption clause in the event the Genzyme acquisition is not consummated prior to a certain date.
Apr 23, 2010
Cleary Gottlieb represented Samsung Life Insurance in its $4.4 billion initial public offering, the largest IPO ever by a Korean company. Goldman Sachs, Bank of America Merrill Lynch and Morgan Stanley were joint bookrunners for the international tranche of the offering. The IPO priced near the high end of the expected price range on April 23, and the common shares will begin trading on the KRX KOSPI Market of the Korea Exchange on May 12.
Samsung Life Insurance is the leading life insurance company in Korea and is one of the flagship companies of the Samsung Group, which is the largest business group in Korea. The company provided coverage to 12.6 million individuals as of December 31, 2009, representing approximately 26% of the Korean population. As of the pricing date, the company would rank sixth in terms of market capitalization among companies listed on the Korea Exchange.
Jun 06, 2011
Cleary Gottlieb advised Commerzbank on the U.S. aspects of and the financial disclosures in relation to a two-step, €11 billion capital raising transaction consisting of the issuance of Conditional Mandatory Exchangeable Notes (CoMEN) and a follow-on rights offering. The transaction closed on June 6.
In the first step, the CoMEN were issued and, after a shareholders' meeting in which the necessary capital was authorized, exchanged for Commerzbank shares that the German Financial Market Stabilization Fund (SoFFin) received upon conversion of a portion of its silent participation interest in the bank. These new shares then were eligible to participate in the second-step rights offering.
Commerzbank used the proceeds of the two-step transaction to repay a substantial portion of the funds the bank had received from the German federal government during the financial crisis.
The transaction was the largest share issue of a German bank since the capital increase of Deutsche Bank in September 2010, in which Cleary Gottlieb also represented the issuer.
Mar 16, 2011
Cleary Gottlieb represented Russia's VTB Bank in the issuance of Rmb1 billion worth of three-year renminbi bonds. VTB is the first Russian borrower, and the first emerging markets issuer outside China, to issue bonds denominated in the Chinese currency.
Issuers of so-called "dim sum" bonds need to gain approval from Beijing to move the proceeds of the bonds from Hong Kong to the mainland. Prior to February 2010, issuance was restricted to the Chinese government and Chinese financial institutions.
Dec 14, 2009
Cleary Gottlieb represented Citi in its agreement with the U.S. government and its regulators to repay U.S. taxpayers for the $20 billion the government holds in TARP trust preferred securities and to terminate the loss-sharing agreement with the government. In order to facilitate this, Citi will issue $17 billion of common stock and $3.5 billion of tangible equity units. The combined offering is the largest public equity offering in U.S. capital markets history. Cleary Gottlieb is underwriters’ counsel on the offerings and is also acting as disclosure counsel to Citi. Following the repayment and upon termination of the loss-sharing agreement, Citi will no longer be deemed to be a beneficiary of “exceptional financial assistance” under TARP.
Citi, a global financial services company with approximately 200 million customer accounts in more than 100 countries, and capital ratios and liquidity among the highest in the industry, provides financial products and services, including banking, investment banking, insurance, securities brokerage and asset management.
Jan 27, 2011
Cleary Gottlieb served as special United States counsel to Petróleo Brasileiro S.A.—Petrobras (Petrobras) in a U.S.$6.0 billion offering of SEC-registered 5-year, 10-year and 30-year notes issued by Petrobras’ finance subsidiary, Petrobras International Finance Company (PifCo). The proceeds of this multi-tranche offering will be used for general corporate purposes and to finance Petrobras’ planned capital expenditures under its 2010-2014 Business Plan. According to media reports, this was the largest-ever bond offering for a Brazilian company in the international capital markets, surpassing the previous record of U.S.$4.0 billion set by Petrobras in October 2009. The notes are unconditionally and irrevocably guaranteed by Petrobras, and the terms of the notes are as follows:
- U.S.$2.5 billion of PifCo’s 3.875% Global Notes due 2016
- U.S.$2.5 billion of PifCo’s 5.375% Global Notes due 2021
- U.S.$1.0 billion of PifCo’s 6.750% Global Notes due 2041
Settlement occurred on January 27, 2011. PifCo intends to apply to have the 5-, 10- and 30-year notes listed on the New York Stock Exchange.
Apr 16, 2010
Cleary Gottlieb represented the Republic of Côte d’Ivoire in connection with its recent exchange offer that restructured over 99% of the country’s $2.8 billion Brady bond debt, which had been in default since 2000.
Côte d’Ivoire accepted tenders of six series of defaulted Brady bonds in the exchange offer, consisting of French franc- and U.S. dollar-denominated discount bonds due 2028, front-loaded interest reduction bonds due 2018 and past due interest bonds due 2018, and issued $2.3 billion principal amount of new U.S. dollar-denominated step-up bonds due 2032 in exchange. The offer closed on April 16.
The debt renegotiation and the exchange offer were conducted within the framework of the International Monetary Fund’s and the World Bank’s initiative for Heavily Indebted Poor Countries, and in accordance with the terms of a preliminary restructuring agreement reached with the Private Creditors Coordination Committee (London Club), a group of institutional bondholders, in September 2009.
The exchange offer, which included a 144A offering and an international offering, had several notable features. Due to the rebuilding of Côte d’Ivoire’s institutions in the wake of civil conflict and the resulting absence of reliable macroeconomic data, the offer did not involve the preparation of extensive country disclosure or the issuance of negative comfort letters by counsel. Due diligence for the transaction consisted principally of an investor meeting with representatives of the Republic held in Paris on March 23. The transaction also featured complex mechanics related to the liquidation of the principal and interest collateral. In addition, the exchange offer included exit consents to amend the existing bonds not tendered in the exchange, which were approved at bondholder meetings held at Cleary Gottlieb’s Paris office on April 6. Application will be made to list the new bonds on the Luxembourg stock exchange.
May 26, 2011
Cleary Gottlieb represented the Ministry of Finance of the Russian Federation in a RUB 50 billion re-opening of its debut rouble-denominated Eurobond issued in March. The joint lead managers and joint bookrunners were Deutsche Bank, London Branch, HSBC Bank, J.P.Morgan Securities, Renaissance Securities (Cyprus) and VTB Capital. The bonds were admitted to trading on the London Stock Exchange. The transaction closed on May 26.
Dec 20, 2010
Cleary Gottlieb represented PETRONAS Chemicals Group Berhad (PCG) and the selling shareholder, Petroliam Nasional Berhad (PETRONAS), in PCG’s Ringgit Malaysia 14.78 billion (approximately $4.7 billion) initial public offering, the largest initial public offering ever in Southeast Asia. CIMB Investment Bank Berhad, Deutsche Bank AG, Hong Kong Branch and Morgan Stanley & Co. International plc acted as joint global coordinators and joint bookrunners for the institutional offering, and CIMB Investment Bank Berhad acted as the managing underwriter for the retail offering in Malaysia. The shares were sold through a registered public offering in Malaysia and through a Rule 144A/Regulation S offering outside Malaysia. The deal priced on November 12, 2010 and closed on November 24, 2010, and the PCG shares were listed on the Main Market of Bursa Malaysia Securities Berhad on November 26, 2010. An over-allotment option granted by PETRONAS was exercised in full on December 17, 2010.
PCG is a leading integrated petrochemicals producer in Malaysia and is one of the largest petrochemicals producers in Southeast Asia, with an annual production capacity of over 11 million metric tons. PCG manufactures, markets and sells a diversified range of petrochemical products, including olefins, polymers, fertilizers, methanol and other basic chemicals and derivative products. PETRONAS is a fully integrated oil and gas corporation with operations in more than 30 countries around the world. It is wholly owned by the Malaysian government and ranked in the FORTUNE Global 500.
Subordinated Financial Bond of the Year
(Credit Suisse’s Tier 2 Buffer Capital Notes offering)
International Financing Review (2012)
Americas Structured Equity Issue of the Year
(AIG’s sale of $9.5 billion in MetLife securities)
International Financing Review (2012)
EMEA Equity Issue of the Year
(Commerzbank’s €11 billion capital increase)
International Financing Review (2012)
Latin American Bond of the Year, Best Quasi-Sovereign Bond
(Petrobras’ $6 billion offering)
International Financing Review (2012), LatinFinance (2012)
Best Sovereign Bond
(United Mexican States' 100-year retap)
LatinFinance (2012)
Best Corporate High-Grade Bond
(América Móvil’s dual-tranche offering)
LatinFinance (2012)
Best Syndicated Loan
(Nemak’s dual-currency loan)
LatinFinance (2012)
Most Highly Regarded Firms: Capital Markets
Who's Who Legal (2011)
European and Americas Equity Teams of the Year
International Financing Review (2011)
Americas Debt and Equity-Linked Team of the Year
International Financing Review (2011)
Latin America Equity Issue of the Year, Best Follow-On Equity Deal of the Year, Corporate Finance Deal of the Year, Deal of the Year
(Petrobras’ $67 billion follow-on offering)
International Financing Review (2011), LatinFinance (2011), Latin Lawyer (2011), Asian-MENA Counsel (2011)
Americas Equity Deal of the Year
(Bank of America’s preferred share sale of Banco Itaú)
International Financial Law Review (2011)
Asia Equity Deal of the Year
(Vale’s listing of Hong Kong Depositary Receipts)
International Financial Law Review (2011)
Investment-Grade Corporate Bond of the Year
(América Movil’s €2.5 billion bond)
International Financing Review (2011)
Financial Bond-Subordinated Debt of the Year
(HSBC’s $3.8 billion $25 par capital securities)
International Financing Review (2011)
Latin America Loan of the Year
(Americas Mining Corporation’s $1.5 billion loan)
International Financing Review (2011)
Best Corporate Bond
(Southern Copper’s $1.5 billion bond offerings)
LatinFinance (2011)
Best Primary Equity Issue
(Grupo Comercial Chedraui’s IPO)
LatinFinance (2011)
Best Sovereign Bond
(Republic of Chile’s $1.5 billion dual currency financing)
LatinFinance (2011)
Capital Markets Deal of the Year
(Tata Steel’s follow-on public offering)
India Business Law Journal (2011)
#1 U.S. Equity Managers’ Counsel
Bloomberg, 2011 Rankings (Value)
#2 Global Bonds Issuers’ Counsel
Bloomberg, 2011 Rankings (Deal Count)
#4 Global Bonds Managers’ Counsel
Bloomberg, 2011 Rankings (Value)
“This firm’s international profile in debt, equity and structured finance is formidable, especially in New York, London, Latin America and Russia. It also has a strong presence in the Asia-Pacific region and a well-regarded Middle East practice. ‘Consistently excellent lawyers.’”
Chambers Global (2012)
“This heavyweight has a long-standing presence in Latin America and is renowned for its capital markets work in the region. Sources hail the team’s deep bench strength and tremendous knowledge across all areas of capital markets products. … Clients say: ‘Cleary has the reputation – it’s the one that clients know and turn to’ and that ‘this firm outpaces the competition based on its unique and sound knowledge of not only the products but also the countries.’”
Chambers Latin America (2012)
“This leading U.S. firm launched a Hong Kong practice in February 2011, providing a one-stop service offering both local and U.S. law advice. Sources say: ‘Cleary’s U.S. practice is very strong; one of the highest-quality U.S. firms.’”
Chambers Asia (2012)
“Cleary Gottlieb continues to invest in its European capability, housing a market-leading liability management team, and a number of experts on the Russian market… The firm is also noted for its high-yield practice, which advised on some of the first high-yield offerings by European companies.”
Chambers UK (2012)
“This firm maintains an excellent reputation in debt, equity and structured finance, with a formidable profile in the USA, Latin America and across Asia and Europe. It is also a market leader in Russia. The firm routinely undertakes work with significant international aspects, including many sovereign debt transactions.”
Chambers Global (2011)
“[Cleary Gottlieb] has market-leading presences in strategic European locations – the UK, France, Germany, Italy and Russia – and employs teams of versatile lawyers who offer strong expertise in multiple practice areas. Equity specialists also assist clients in the sector with relevant debt capital markets, finance, M&A or restructuring matters. ... ‘A top-notch capital markets firm.’ ‘They value their clients, big or small.’ ‘Consistently high quality – their HR is fantastic at hiring only the best people. They have a culture of people who work hard and are very smart.’” ”
Chambers Europe (2011)
“Cleary Gottlieb is an indomitable force in this sector, and leads in a range of securities transactions, compliance and disclosure issues. The group receives recognition for its depth, market insight and for its attorneys’ SEC experience, as well as for its international capabilities and reach. The firm also wins plaudits for its expertise in a variety of issuer and underwriter representations in public equity, Rule 144A private placements, and debt and convertible debt offerings.”
Chambers USA (2011)
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