Cleary Gottlieb hat bei der internationalen Beratung von Mandanten in Lateinamerika immer wieder geografische und konzeptionelle Grenzen überwunden und ist auf diese Weise zur führenden internationalen Kanzlei in dieser Region avanciert. Wir beraten Mandanten in Lateinamerika seit nunmehr über 50 Jahren und entwickeln praktische Lösungen für ihre finanziellen und geschäftlichen Ziele.
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Jan 11, 2010
Cleary Gottlieb is representing Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA) in the strategic exchange of its beer operations for 43,018,320 shares of Heineken Holding N.V. and 72,182,203 shares of Heineken N.V., which together constitute a stake of up to 20% in Heineken. Heineken will also assume approximately $2.1 billion in debt and pension liabilities. The total value of the transaction is approximately $7.35 billion, with a portion of the shares to be delivered over the next five years. The signing occurred on January 11 and the transaction is expected to close in the second quarter.
The all-share transaction marks the first time since 1968 that Heineken has issued shares for an acquisition. The transaction will significantly expand Heineken's position in Latin America, particularly in Mexico and Brazil. FEMSA will continue to influence the industry through its right to appoint two non-executive representatives to the Supervisory Board of Heineken and one director of the board of Heineken Holding. In addition, FEMSA will appoint the Chairman of a newly formed Americas Committee within Heineken's Board.
Nov 06, 2009
Cleary Gottlieb is serving as United States counsel to an ad hoc committee of bank creditors of Independência S.A. (“Independência”) in connection with Independência’s approximately $1.1 billion of bank and bond indebtedness. Independência filed for the local equivalent of Chapter 11 bankruptcy protection in Brazil in February. Since that time, Independência has been in extended negotiations with its creditors in an effort to restructure the company’s debt in light of reduced demand and revenues caused by the global financial crisis.
On November 6, Independência’s restructuring plan was approved by creditors holding approximately 70% of the company’s debt. The restructuring plan is subject to the final approval of the Brazilian bankruptcy court.
Nov 10, 2009
Cleary Gottlieb represented Vale S.A., the world’s largest iron ore miner, in its $1 billion bond offering of 6.875% Guaranteed Notes due 2039, which reopened the 30-year market for Latin American issuers for the first time since the financial crisis. The deal closed on November 10. The offering was SEC-registered, using an automatic shelf registration statement filed the morning the deal was launched.
Oct 20, 2009
Cleary Gottlieb served as United States counsel to Petróleo Brasileiro S.A.--Petrobras in a $4 billion offering of SEC-registered 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 to repay the $3.168 billion outstanding under a bridge loan facility between PifCo and various international banks, and for general corporate purposes including financing Petrobras’ planned capital expenditures. According to media reports, this was Brazil's largest bond issue since a 2000 issuance of sovereign debt, and the largest-ever bond issue for a Brazilian company. The notes are unconditionally and irrevocably guaranteed by Petrobras, and the terms of the notes are as follows:
- $2.5 billion of PifCo’s 5.75% Global Notes due 2020
- $1.5 billion of PifCo’s 6.875% Global Notes due 2040
Settlement occurred on October 30. PifCo intends to apply to have the 10- and 30-year notes listed on the New York Stock Exchange.
Oct 15, 2009
On October 15, Cleary Gottlieb won an important victory for the Republic of Argentina in the Second Circuit Court of Appeals. The Court of Appeals reversed orders of the district court freezing approximately $200 million of pension fund assets located in the United States. The lower court had issued the orders following the public announcement in October of last year that, in response to the global financial crisis, Argentine law was being amended to transfer the administration of the pension fund assets from private entities to the Argentine national security system, ANSES. The law required pension fund assets outside of Argentina to be repatriated to Argentina. The Second Circuit agreed with Cleary Gottlieb's arguments that the social security funds in the United States were not being “used for commercial activity” in the United States, and that therefore the funds are immune from attachment and execution under the U.S. Foreign Sovereign Immunities Act.
Jul 01, 2009
Cleary Gottlieb represented the syndicate of underwriters, including Bradesco BBI, BB Investimentos, Santander Investment, J.P. Morgan, Goldman Sachs and UBS, in the $3.7 billion initial public offering of Companhia Brasileira de Meios de Pagamento (VisaNet Brasil), the Americas' largest IPO thus far in 2009. The IPO was a secondary offering, including both a public offering in Brazil and an international offering pursuant to Rule 144A and Regulation S. The offering, which was conducted on the São Paulo Stock Exchange (the Bovespa), closed on July 1.
Cleary Gottlieb's work on this IPO exemplifies the firm’s preeminence in advising on matters at the forefront of the global economy: not only those stemming from the financial crisis, but also those that signal the revitalization of the global capital markets. It also showcases the firm’s strength in the Brazilian market where Cleary Gottlieb has worked on over 20 IPOs in the last three years and has advised on some of the largest-ever capital markets transactions, including representing Vale last year on its $11.45 billion equity offering, which remains the largest equity offering ever made by a Brazilian company.
VisaNet Brasil is the company in charge of merchant relations for Visa System affiliates and for all Visa card transactions performed in Brazil, unifying and developing new solutions of capture and carrying through the financial liquidation. In addition to managing the affiliation process and merchant relations, VisaNet also helps other financial institutions and private labels with their electronic transactions by developing and providing monitoring, capture and processing services.
Aug 14, 2009
Cleary Gottlieb is advising the creditors steering committee (composed of Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Citigroup Global Markets Limited, HSBC Bank plc, The Royal Bank of Scotland plc and BNP Paribas) of CEMEX, S.A.B. de C.V., in connection with its restructuring of approximately $15 billion of indebtedness. The restructured debt includes over $14 billion of syndicated, bilateral and derivative bank debt (for a total of more than 70 participating banks) and over $850 million of U.S. private placement debt. The restructuring process started in March 2009, the agreements were signed and the transaction closed on August 14.
As of December 31, 2008, the Mexican company CEMEX is the third largest cement company in the world, based on an installed capacity of approximately 95.6 million tons and the largest ready-mix concrete company worldwide, with annual sales volumes of approximately 77.3 million cubic meters. CEMEX primarily engages in the production, distribution, marketing and sale of cement, ready-mix concrete, aggregates and clinker.
May 13, 2009
Cleary Gottlieb is advising the ad hoc creditors committee of Aracruz Celulose S.A. in connection with its restructuring of more than $3 billion of derivative and bilateral bank debt—the largest restructuring of derivative obligations in Latin America since the onset of the financial crisis. The creditors represent the first of the largest Latin American companies’ creditor groups to reach an agreement to restructure losses experienced as a result of the financial crisis. The agreement was signed on May 13.
Based in Brazil and one of the world’s largest pulp and paper companies, Aracruz is among the many corporations in Latin America that experienced significant losses as a result of the sharp devaluation of the local currency against the U.S. dollar in the wake of the global financial crisis.
Cleary Gottlieb is advising on many other significant restructurings in Latin America, including, among others, the creditors of CEMEX, GRUMA, Comercial Mexicana (Comerci), Metrofinanciera and Vitro in Mexico, the creditors of Intelig and Independencia in Brazil, and the creditors of Transportadora de Gas del Norte in Argentina. The firm has been counsel in the restructuring of over $35 billion of private sector debt in on-going or recently closed matters.
Jan 21, 2009
Cleary Gottlieb represented Grupo Bimbo, S.A.B. de C.V. (Grupo Bimbo) in its acquisition of Weston Foods, Inc., the U.S. bakery division of George Weston Limited, for U.S.$2.38 billion and its acquisition of related financial assets for U.S.$125 million. The transaction closed on January 21, 2009.
Seven banks financed the transaction through a U.S.$1.9 billion dual currency term facility with a three-year tranche, a five-year tranche and a U.S.$900 million dual currency one-year bridge facility that is expected to be taken out in the local bond market. A substantial portion of the commitments were funded in Mexican Pesos, requiring Grupo Bimbo to engage in foreign exchange transactions in between funding and payment to George Weston Limited on the day of closing. This is the largest cross-border acquisition financing in recent months in Latin America.
Grupo Bimbo, which is among the world’s largest baking companies in terms of production and sales volume, has more than 80 plants and 800 distribution centers located in 18 countries throughout the Americas, Europe and Asia. Grupo Bimbo produces over 5,000 products and its direct distribution networks comprise more than 36,500 routes and 96,000 employees.
As a result of this transaction Bimbo Bakeries USA (BBU), Grupo Bimbo’s consolidated U.S. operation, becomes one of the largest baked-goods companies in the country, with a leading position in bread, buns, sweet baked goods and cakes. BBU’s brand portfolio now includes Arnold, Bimbo, Boboli, Brownberry, Entenmann’s, Francisco, Freihoffer’s, Marinella, Mrs Baird’s, Oroweat, Stroehmann, Thomas’ and Tia Rosa.
Jan 21, 2009
Cleary Gottlieb represented Banco Inbursa, S.A., Institucion de Banca Multiple, Grupo Financiero Inbursa and Inmobiliaria Carso, S.A. de C.V. in a $250 million financing of The New York Times Company. Under the terms of the securities purchase agreement, Banco Inbursa and Inmobiliaria Carso purchased an aggregate amount of $250 million ($125 million each) in senior unsecured notes due 2015 with detachable warrants. The securities purchase agreement was signed on January 19 and closed on January 21.
Mr. Carlos Slim Helú, one of the world’s wealthiest individuals, and members of his family are the main shareholders of Grupo Financiero Inbursa, S.A B. de C.V., a Mexican financial services company that is the parent company of Banco Inbursa, and are the owners of Inmobiliaria Carso, which currently holds 6.9% of the Times Company’s Class A shares.
The notes have a coupon of 14.053 percent, of which the Times Company may elect to pay 3 percent in kind. The notes are callable beginning three years from the issue date at 105 percent of par, with subsequent call prices declining ratably to par. Banco Inbursa and Inmobiliaria Carso also received detachable warrants for an aggregate amount of 15.9 million Class A shares (50 percent each), at a strike price of $6.3572. The warrants expire in January 2015.
Jul 28, 2008
Cleary Gottlieb advised Companhia Vale do Rio Doce in its recent $11.45 billion equity offering, the largest equity offering ever made by a Brazilian company. In connection with this offering, Vale’s common ADSs and preferred ADSs were admitted to listing and trading on Euronext Paris.
Vale is the world’s second-largest metals and mining company and the largest in the Americas, measured by market capitalization. Vale is actively engaged in mineral exploration efforts in 21 countries around the globe.
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.
Best Cross-Border M&A Deal of the Year
(CSN’s sale of Namisa)
LatinFinance (2010)
Latin American Deal of the Year
(Mexico’s $2 billion bond due 2018)
The Banker (2009), LatinFinance (2010), Euromoney (2009)
Best Syndicated Loan of the Year, Latin American Loan of the Year
(Grupo Bimbo’s acquisition financing for Weston Foods)
LatinFinance (2010), International Financing Review (2010)
Best Primary Equity Issue of the Year
(VisaNet’s IPO)
LatinFinance (2010)
Best Firm for Latin America Legal Services
LatinFinance Legal Services Survey (2009)
Best International Firm Practicing in Mexico
LatinFinance Legal Services Survey (2009)
Best International Firm Practicing in Argentina
LatinFinance Legal Services Survey (2009)
Americas Equity Deal of the Year
(Bolsa's IPO)
International Financial Law Review (2009)
Latin American Investment Team of the Year
Chambers USA (2008)
The only firm ever ranked in the top tier for Latin America corporate and financing by Chambers.
Latin American Law Firm of the Past 20 Years
LatinFinance, 1988-2008
#3 in Central & South American M&A (announced, value)
Mergermarket (2008)
Best M&A Deal of the Past 20 Years
(CVRD's acquisition of Inco)
LatinFinance
“‘You can always depend on what the lawyers at Cleary say; they get to know our company and the region inside-out. The finished product is always of the highest quality,’ clients say.”
“For an overwhelming majority of market observers, Cleary represents the gold standard of capital markets practices in Latin America: ‘In terms of volume, diversity and excellent work, the firm has markedly distanced itself from its competitors.’”
Chambers Latin America (2010)
“‘This is the clear leader by far — no other firm comes closer.’ This is the market consensus on the reigning supremacy of this New York heavyweight in Latin America-related work. … With its roots in the region and a long-standing reputation for sovereign, debt restructuring, high-end corporate and securities work, it comes at no surprise that the team also dominates in banking and financing mandates.”
“Cleary Gottlieb enjoys a respected presence across the region, receiving unfettered praise for its ‘superb sovereign relationships.’ Clients appreciate the team’s common-sense approach: ‘These quality lawyers are deal-oriented but also care about doing things smoothly.’”
Chambers Global (2009)
“Once again, market sources crown Cleary Gottlieb ‘the undisputed market leader’ in New York for Latin American investment work. The team is made up of ‘incredibly effective and consummate professionals at all levels.’… Peers agree that this firm has ‘one of the biggest footprints and strongest commitments to the region.’”
Chambers USA (2009)
“Clients praise the firm as being ‘generally regarded as the best firm with respect to Latin America and matters relating to the capital markets. Language capabilities are superb as is their knowledge of markets and precedent.’”
The Legal 500 - US (2009)
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