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Naher Osten
Cleary Gottlieb verfügt zugleich über langjährige Erfahrung im Nahen Osten und über eine starke globale Präsenz, so dass unsere Mandanten auf die breitgefächerte, internationale Expertise der Kanzlei ebenso wie auf unser ausgeprägtes Verständnis der lokalen geschäftlichen Gepflogenheiten zurückgreifen können. Über unser Netzwerk von zwölf Büros in Europa, Asien und den Vereinigten Staaten beraten wir nicht nur Mandanten aus der Region, sondern auch ausländische Mandanten, die im Nahen Osten geschäftlich tätig sind.
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Mar 29, 2010
Cleary Gottlieb represented Orascom Construction Industries, an Egyptian construction and fertilizer company that ranks among the top nitrogen-based fertilizer producers in the world, in its acquisition of DSM Agro and DSM Melamine from Royal DSM (DSM), a Dutch life sciences and material sciences company, for €310 million on a cash-free and debt-free basis. The transaction was entered into on March 29 and is expected to close on May 31, subject to regulatory, antitrust and other customary approvals and notifications.
DSM Agro is a producer of ammonia and high-nitrogen fertilizers for grasslands and agricultural crops. DSM Melamine is the world’s largest producer of melamine, a chemical product used mainly as an adhesive in wood-based panels and as a laminate in furniture and flooring.
OCI’s acquisition of DSM Agro and DSM Melamine is structured as a share purchase following an internal reorganization within DSM of the assets and shares comprising the businesses of DSM Agro and DSM Melamine. In addition, certain assets and liabilities related to the sales activities of DSM Melamine in Spain and the United Kingdom will be sold to Orascom Nitrogen or its designees as part of the transaction.
Sep 30, 2009
On September 30, Judge Richard J. Holwell of the United States District Court for the Southern District of New York granted Cleary Gottlieb’s motion to dismiss all claims against our clients the Republic of Iraq, the Central Bank of Iraq and Rafidain Bank as barred by the statute of limitations. The suit brought by Bulgartabac Holding AD, a Bulgarian company, sought damages of $30 million for alleged breach of contracts and dishonor of letters of credit issued in connection with sales of cigarettes from communist Bulgaria to Saddam-era Iraq during the 1980s. The district court rejected various claims of equitable tolling and other theories of extension of the statute of limitations asserted by the plaintiff, and held that the claims were time-barred under New York’s six-year statute of limitations, which applied by virtue of New York’s borrowing statute.
This is the second case in which Cleary Gottlieb has defended Iraq against suits brought by a Bulgarian company. The first, filed in the United States District Court for the District of Columbia by Agrocomplect, a Bulgarian company that provided engineering and land reclamation services, was dismissed in November 2007. That holding was affirmed by D.C. Circuit Court in November 2008. Cleary Gottlieb has also represented the new government of Iraq in a number of international arbitrations.
Mar 30, 2010
Cleary Gottlieb represented Istithmar in the successful restructuring of $150 million of mortgage and mezzanine debt that had financed Istithmar's 2006 purchase and refurbishment of the W Washington Hotel, formerly the Hotel Washington. The loan is currently held by a securitization trust created by UBS, StabFund (an SPV created by the Swiss National Bank to acquire illiquid assets from UBS) and Fillmore Capital Partners.
Istithmar is the investment arm of Dubai World, which manages and supervises a diversified portfolio of businesses and projects for the Government of Dubai.
Sep 16, 2008
Cleary Gottlieb represented Arcapita in its acquisition of CEPL. The deal is CEPL’s secondary LBO. It closed on September 16.
Arcapita is a Bahrain-based bank and investment fund. It has made over $26 billion in corporate, real estate, asset-based and venture capital investments. Arcapita acts as a principal, utilizing its own funds to complete deals, but its ultimate objective is to place a majority of the acquired equity with its investor base.
CEPL is France’s leading provider of outsourced, automated, multi-product order preparation services. CEPL enters into long-term agreements with clients to take over and manage existing warehouses and personnel. It receives and stores clients’ goods and prepares multi-product orders for delivery by third party transporters.
Aug 27, 2008
Cleary Gottlieb represented Kookmin Bank in its minority equity stake investment in JSC Bank CenterCredit (“BCC”), a leading commercial bank in the Republic of Kazakhstan. Kookmin Bank acquired 23% of BCC’s common shares for approximately $500 million, and is expected to secure a controlling stake of 50.1% in BCC within the next 30 months. Including such additional shares, the transaction is valued at $1.2 billion and is the largest overseas M&A transaction by a Korean bank to date. The deal closed on August 27.
Kookmin Bank, the largest commercial bank in Korea with a customer base of over 26 million retail customers, is a long-time client of the firm and has American Depositary Receipts listed on the New York Stock Exchange.
Jun 16, 2008
Cleary Gottlieb represented Meraas Capital LLC in its acquisition of a 20% interest in the GM Building through a joint venture with Boston Properties Limited Partnership and US Real Estate Opportunities I, L.P., a Goldman Sachs managed investment fund. The governments of Kuwait and Qatar are the principal investors in US Real Estate Opportunities. The joint venture acquired the GM Building from Harry Macklowe for $2.8 billion, and three other New York office buildings for an additional $1.1 billion.
General Motors developed the GM Building in 1968. It is a landmark 50-story office tower located in the heart of New York’s Plaza District, and it is home to tenants including Weil Gotshal, Estee Lauder and FAO Schwartz. It is also the site of the cutting edge Bohlin Cywinski Jackson designed glass cube that serves as the entrance to the underground Apple Store.
As part of the deal, the joint venture also agreed to purchase three other New York office buildings, 2 Grand Central Tower, 125 West 55th Street and 540 Madison Avenue, for an additional $1.1 billion. The aggregate purchase price for all four assets was $4 billion.
Meraas Capital LLC is an investment company based in Dubai, United Arab Emirates. Meraas is envisaged to become a leading real estate and private equity investment holding company with a multibillion dollar diversified portfolio of investments that include income-producing and long-term strategic assets globally.
Boston Properties is a Public REIT that owns, operates and develops Class A office buildings throughout the United States.
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.
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.
Sep 20, 2007
Cleary Gottlieb represented the managers, led by Merrill Lynch International and UBS Limited, in the July 4, 2007, $250 million offering of ordinary shares of Gulf Finance House B.S.C. in the form of global depositary receipts listed on the London Stock Exchange. The managers have since exercised an option to purchase an additional 10,600,000 ordinary shares in the form of global depositary receipts to cover over-allotments.
Gulf Finance House is a Bahrain-based leading regional provider of Sharia’a-compliant investment banking in the Gulf Cooperation Council region focused on high net worth individuals and institutional investors. The company originates and places investments in infrastructure for real estate projects in the GCC and other emerging markets, as well as in private equity opportunities and various asset management funds. Gulf Finance House has launched development infrastructure projects with an estimated development value exceeding $10 billion, and has made over $3 billion in equity investments in its projects. Prominent recent examples of its development infrastructure projects include Bahrain Financial Harbour and Al Areen Development in Bahrain, Legends in Dubailand in the UAE, Royal Metropolis in Jordan and Energy City – Qatar.
Middle East Equity Deal of the Year
(Depa's IPO)
International Financial Law Review (2008)
Retail Deal of the Year
(Istithmar’s acquisition of Barneys New York)
Investment Dealers Digest (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)
#2 in EMEA Managers' Counsel in IPOs
Bloomberg (2008 Rankings, U.S.-based firms, volume and deal count)
#1 in Middle East & N. Africa M&A
Thomson Reuters (2008 Rankings, completed, value)
Global and EMEA Restructuring Deal of the Year
(Iraq's debt restructuring)
International Financing Review (2006)
“Though this powerhouse of a firm doesn’t – at the time of writing – have a presence on the ground, its high-caliber partners still manage to pull off an impressive number of Middle East-focused deals.”
“This firm offers a wealth of expertise to clients targeting the Middle East, which is provided through offices in Europe, Asia and the USA. It carries out work in both inbound and outbound investments across a variety of industries and is especially noted for its capabilities in property matters, and in the retail and hotel sectors.”
Chambers Global (2010)
“[This firm’s] strong performance in debt restructuring brings a wealth of major clients, including sovereign entities. Regional M&A, buyouts and other corporate transactions figure highly in the firm’s workload, particularly for transactions in regulated industries such as telecoms.”
“This outfit has achieved more from London and Paris than some rivals with long-standing offices in the Middle East. … [T]his firm’s successes, especially in capital markets, speak for themselves.”
Chambers Global (2009)
“Cleary Gottlieb Steen & Hamilton LLP has … an impressive record of acting for local corporates, government-controlled companies and sovereign wealth funds.”
The Legal 500 – Europe, Middle East and Africa (2009)
“Cleary Gottlieb Steen & Hamilton LLP deserves recognition for its commitment to [the Middle East] ... It has built an enviable client portfolio over the years.”
The Legal 500 - Europe, Middle East & Africa (2008)
“[The firm] is an innovator in the sovereign-debt area…[its] work with Iraq on a $130 billion debt renegotiation, the largest ever, cemented the firm’s status as the biggest legal adviser to countries dealing with creditors.”
Bloomberg (2005)
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