Apr 25, 2012

Cleary Gottlieb has acted as international counsel to The Hellenic Republic in connection with its invitation, launched on February 24, relating to approximately €206 billion face amount of Greek bonds held by private sector holders.

Since July 2011, a dedicated team spanning eight offices has been international counsel to Greece on legal aspects of its external indebtedness, culminating in the announcement on February 24, 2012 of a liability management transaction. By April 25 approximately 97 per cent of the €206 billion Greek bonds invited to participate in the transaction had been exchanged for new Greek bonds and other considerations. This is both the largest ever sovereign debt restructuring and the largest ever bond exchange.

As a result of this liability management transaction, known as PSI (private sector involvement), holders of Greek bonds have provided in excess of €100 billion in debt relief to Greece and the average interest rates on Greece’s remaining private sector debt has been materially reduced. In addition to the PSI transaction, Cleary Gottlieb has acted as international counsel to Greece in its financing transactions with the EFSF, which involve debt facilities in excess of €150 billion as well as other transactions, such as the €35 billion securities purchase transaction between Greece and the ECB.

Our firm has been a pioneer in sovereign debt transactions for more than thirty years. The success of PSI was significantly enhanced by the use of collective action clauses, which have been promoted by Cleary Gottlieb since the 1990s, and specifically in the context of Greece in a 2010 paper co-authored by Mitu Gulati and Cleary Gottlieb partner Lee C. Buchheit. Another innovation in the PSI transaction is the use of a "co-financing agreement" used to link the new bonds issued by Greece to a portion of the loans made to Greece by the EFSF.

This engagement is the latest in a long line of high-profile sovereign debt assignments for our firm, which has represented clients in more than 30 countries around the world. In addition to Greece, the now largest-ever sovereign debt transaction, we are currently advising Iraq and Argentina – the second- and third-largest sovereign transactions, respectively – as well as Iceland in its debt matters.

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.

Nov 12, 2012

Cleary Gottlieb represented the Republic of Côte d’Ivoire in the rescheduling of defaulted interest payments on the Republic’s US$ 2.3 billion step-up bonds due 2032 effected and in the reopening of this bond issue to allow the exchange and settlement of certain debt claims held by or through Sphynx Capital Markets and Standard Bank. The interest payment rescheduling applies to the $2.3 billion of step-up bonds outstanding prior to the transactions; it is also reflected in the terms of $187 million of new step up bonds issued in the exchange to ensure fungibility of the new bonds with the existing bonds. The interest payment rescheduling was effected through a consent solicitation relying on a collective action clause, pursuant to which a supermajority of bondholders were able to consent to a change in payment terms for all outstanding bonds. The interest payment rescheduling was approved by over 95% of the bondholders and closed on November 8. The debt exchange closed on November 12.

Côte d’Ivoire was declared eligible for debt relief as a heavily indebted poor country (“HIPC”) by the IMF and the World Bank in March 2009, and the exchange offer was conducted within the framework of the IMF and World Bank initiative for HIPCs. Cleary Gottlieb has represented the Republic in connection with previous transactions including the Republic's 2010 exchange of its Brady bonds for the U.S. Dollar Denominated Step-Up Bonds Due 2032. Sphynx Capital Markets and Standard Bank had declined to participate in that exchange offer.

Apr 18, 2013

Cleary Gottlieb represented the Dominican Republic in a 144A/Reg. S offering of $1 billion aggregate principal amount of amortizing bonds due 2024 at an interest rate of 5.875%, which was a record low coupon for the Dominican Republic. The initial purchasers of the bonds were Citigroup and Deutsche Bank. The transaction closed on April 18.

The offering marked the fourth time the Dominican Republic has tapped the international debt markets during the last four years. Cleary Gottlieb has represented the sovereign in connection with each offering.

Apr 22, 2013

Cleary Gottlieb recently represented the United Mexican States in a one-day issuance for cash of €1.6 billion principal amount of 2.75% notes due 2023 and a one-day invitation to holders of certain series of outstanding notes all maturing on or prior to 2020 to tender such notes for cash. The tender offer contained an innovative two-tiered proration mechanism. BNP Paribas, Deutsche Bank, London Branch and HSBC acted as joint lead managers for the new notes offering and as dealer managers for the concurrent tender offer.

The notes were issued under Mexico's $110 billion global medium-term note program registered with the SEC, and were listed on the Luxembourg Stock Exchange on April 22. Cleary has represented Mexico as issuer in numerous previous securities transactions.

Oct 30, 2012

Cleary Gottlieb represented the Republic of Chile in a $1.5 billion offering, comprised of $750 million 2.250% Notes due 2022 and $750 million 3.625% Notes due 2042. The transaction gave Chile the lowest cost of financing in its history, and resulted in the lowest interest rate ever obtained by a Latin American sovereign issuer. Joint lead managers and bookrunners for the transaction were Bank of America Merrill Lynch, HSBC and J.P. Morgan. The deal closed on October 30.

Feb 20, 2013

Cleary Gottlieb represented Citibank and Bank of America Merrill Lynch, as initial purchasers, in connection with the $500 million 4.625% Bonds due 2023 144A/RegS offering by the Republic of Paraguay. The issue was Paraguay’s debut in the international capital markets.

The offering marks the lowest yield and coupon ever achieved by a double-B Latin American sovereign in a US-denominated bond offering. The book for Paraguay’s maiden bonds totalled approximately $5 billion. The proceeds will be used by Paraguay for energy and infrastructure projects.

Aug 17, 2012

Cleary Gottlieb has successfully defended the Republic of Iraq's sovereign immunity in the UK Supreme Court, in relation to a $35 million claim by a Saddam era creditor.

The claim arose in the context of the liquidation of Rafidain Bank. SerVaas Incorporated, a contractual counterparty of Iraq, sought to intercept monies due to Iraq in the liquidation and to enforce a judgment against Iraq's entitlement to those monies in the English courts. SerVaas applied for a Third Party Debt Order over the monies due to Iraq and an injunction restraining the liquidators from making payments to Iraq.

On August 17, the Supreme Court Justices upheld the November 2011 decision of the English Court of Appeal, which in turn affirmed the judgment of Mr. Justice Arnold in the English High Court, to the effect that the monies were protected by Iraq's sovereign immunity.

Oct 12, 2011

Cleary Gottlieb represented long-standing client Corporación Nacional del Cobre de Chile (“Codelco”), a Chilean state-owned company that is the world’s largest copper producer, in the arrangement of $6.75 billion in financing from Mitsui & Co. (“Mitsui”), a Japanese trading company. The purpose of the financing is to ensure that Codelco has the necessary financing available to exercise its option (if it elects to do so) to acquire up to 49% of the shareholding of Anglo American Sur S.A. (“Sur”), a wholly-owned subsidiary of Anglo American plc (“Anglo”). The parties entered into definitive documentation in a signing ceremony in Santiago, Chile on October 12, 2011.

Under the terms of the financing, Mitsui (or a subsidiary of Mitsui) will lend up to $6.75 billion to a wholly-owned subsidiary of Codelco to finance Codelco’s exercise of its option over Sur’s equity. The parties have also entered into an agreement which grants the borrower the right to settle part of the bridge loan with an indirect 50% interest in the Sur equity acquired by Codelco, based on a pre-determined value for the 49% interest in Sur of approximately $9.76 billion.

Codelco holds the right, exercisable every three years (with the next window opening in January 2012) to purchase up to 49% of the equity of Sur. Sur owns and operates certain properties in Chile, including the Los Bronces and El Soldado copper mines, the Chagres smelter and the Los Sulfatos and San Enrique Monolito prospects.

In addition to the financing transaction and as part of a broader relationship between Codelco and Mitsui, the two parties entered into sales contracts for the sale by Codelco to Mitsui of 30,000 tons of refined copper per year at market prices.

Oct 09, 2011

Cleary Gottlieb is representing long-standing client Dexia in the nationalization, announced on October 9, 2011, of Belgian banking subsidiary Dexia Bank Belgium (DBB). Dexia's 100% interest in DBB will be sold for an initial cash consideration of €4 billion.

Cleary Gottlieb is also advising Dexia on the new sovereign guarantees granted by the French, Belgian and Luxembourg States, as well as on possible further divestments.

Nov 20, 2012

Cleary Gottlieb represented The Export-Import Bank of Korea in its SEC-registered offering of US$1 billion 1.25% notes due 2015. The transaction was a takedown from KEXIM's shelf registration statement under Schedule B. The offering priced November 14, 2012 and closed on November 20, 2012.

The notes were listed on the Singapore Exchange. Deutsche Bank, Goldman Sachs International, J.P. Morgan, Morgan Stanley and UBS were the joint bookrunners and lead managers for the offering.

KEXIM was established in 1976 as a special governmental financial institution pursuant to the Export-Import Bank of Korea Act to promote the sound development of the Korean economy and economic cooperation with foreign countries by extending the financial aid required for export and import transactions, overseas investment and the development of natural resources abroad.

Aug 20, 2012

Cleary Gottlieb represented the United Mexican States in its SEC-registered exchange of approximately $2.2 billion of new U.S. dollar denominated notes for approximately $1.9 billion of previously outstanding bonds. The exchange offer, which was conducted as a modified Dutch auction, provided for 36 permitted exchange combinations (involving three series of new notes and 15 series of previously outstanding bonds). The exchange offer closed on August 20.

The new notes that Mexico issued in the offer have substantially longer maturities than the corresponding previously outstanding bonds that Mexico retired, and the transaction helped implement Mexico’s ongoing program to manage its external liabilities and improve its debt maturity profile. BofA Merrill Lynch, Credit Suisse and Goldman Sachs acted as dealer managers for the transaction, and Bondholder Communications Group acted as information and exchange agent.

Dec 16, 2011

Cleary Gottlieb represented República Oriental del Uruguay in a series of liability management transactions to further improve its external debt profile, including an issuance for cash of Ps.25.376 billion ($1.275 billion) aggregate principal amount of 4.375% UI global bonds due 2028 (the “2028 Bonds”), an offer to holders of its 5.00% UI global bonds due 2018 to submit offers to exchange these bonds for its 2028 Bonds, and an offer to holders of certain series of bonds all maturing on or prior to 2036 to tender such bonds for cash. The 2028 Bonds were issued on December 15, the settlement of the exchange offer took place on December 15, and the settlement of the cash tender offer took place on December 16.

The issuance of the 2028 Bonds for cash, which will be used by Uruguay in part to fund the cash tender offer, comprised an offering priced on December 5 in the aggregate principal amount of Ps.19.960 billion ($1.0 billion) and an additional issuance of 2028 Bonds priced on December 12 in the aggregate principal amount of Ps.5.470 billion ($274.9 million).

Uruguay accepted for purchase in the exchange offer, registered under the Securities Act and launched on December 6, bonds in the aggregate principal amount of Ps.8.845 billion ($444.5 million). The aggregate amount of 2028 Bonds issued in the exchange offer was Ps.14.419 billion ($724.6 million). The exchange offer was subject to the consummation of the issuance of the 2028 Bonds for cash.

After giving effect to all of these offerings, the total amount outstanding of Uruguay’s 2028 Bonds is Ps.39.795 billion (approximately $2.0 billion).

The 2028 Bonds were issued under Uruguay’s shelf registration statement. Amounts due under the 2028 Bonds will be adjusted to reflect inflation measured in UI (Unidades Indexadas), Uruguay’s inflation-indexed monetary unit. Payments under the 2028 Bonds will be made in U.S. dollars based on the Uruguayan peso/dollar exchange rate at the time of each payment, with principal being paid in three annual installments beginning in 2026.

In the cash tender offer, also launched on December 6, Uruguay accepted for purchase bonds denominated in U.S. dollars and Euros from eleven of fifteen outstanding series invited to participate in the offer. The cash tender offer was subject to a financing condition related to Uruguay having received sufficient net proceeds from the sale for cash of its 2028 Bonds to make the payments contemplated by the cash tender offer.

Feb 22, 2012

Cleary Gottlieb represented Barclays, Daiwa Capital Markets Europe, HSBC and RBC Capital Markets as underwriters in a registered offering by the Council of Europe Development Bank (“CEB”) of $1 billion of 1.500% 5-year notes. This deal comes after three U.S. notes offerings by CEB in 2011. Cleary Gottlieb represented the underwriters in all three offerings, totaling $3 billion. This offering priced on February 14 and closed on February 22.

CEB is a multilateral development bank with a social vocation, established in 1956 by eight Council of Europe countries. Currently, 40 European states are members of CEB. The bank falls under the supreme authority of the Council of Europe, but is legally separate and financially autonomous. The bank is solely responsible for its own indebtedness. CEB’s activities are aimed at social objectives that help strengthen social cohesion in Europe and include providing aid to victims of natural or ecological disasters, education and vocational training, health, social housing, employment in SMEs, improving living conditions in urban and rural areas, protection of the environment, preservation of historic and cultural heritage, and infrastructure intended for administrative and judicial public services. To serve these objectives, the bank grants or guarantees long-term loans to its member states or institutions they approve. Since its inception, CEB has granted more than €33.6 billion in loans.

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.