May 02, 2013

Cleary Gottlieb represented Deutsche Bank in the placement of 90 million new shares with institutional investors by way of a Rule 144A accelerated book built offering. The placement price was €32.90 per share. Deutsche Bank acted as sole bookrunner for the offering. The deal closed on May 2, 2013.

Nov 07, 2012

Cleary Gottlieb represented Bayerische Landesbank (BayernLB) in the repurchase of hybrid Tier 1 capital securities in an aggregate amount of $850 million.

The transaction, which was intended to improve BayernLB’s capital structure, consisted of a tender offer to purchase for cash any and all of the $850,000,000 5.2032% noncumulative trust preferred securities issued by BayernLB Capital Trust I. The offer period ended on November 7, 2012.

Oct 25, 2012

Cleary Gottlieb advised Zur Rose AG in the acquisition of DocMorris N.V. from Celesio AG. The transaction was announced on October 25 and is subject, inter alia, to approval by the antitrust authorities.

DocMorris, located in Heerlen, The Netherlands, is the largest and most prominent mail-order pharmacy in Germany with 1.25 million customers and a turnover of €327 million in 2011.

The Swiss Zur Rose Group is a leading distributor of pharmaceuticals in Switzerland, Germany and Austria with a total revenue of 488 million Swiss franc in 2011. In Germany, Zur Rose generated a turnover of €60 million in 2011. Through the acquisition of DocMorris, Zur Rose will become the largest supplier in mail-order pharmaceuticals in Germany.

The German pharmaceutical wholesaler Celesio is a leading international trading company and provider of logistics and services in the pharmaceutical and healthcare sector. The company employs approximately 41,000 people and generated revenue of more than €23 billion in 2011.

Jun 30, 2012

Cleary Gottlieb advised Helaba in the takeover of the core business unit Verbundbank with total assets of about €40 billion from WestLB.

The transaction was signed on June 30, 2012 and forms part of the split-up of WestLB imposed by the European Commission in a state aid ruling.

The Verbundbank acquired by Helaba comprises, among others, central bank and clearing functions for the local savings banks in North Rhine-Westphalia and Brandenburg, as well as corporate loan portfolios, covered bonds (Pfandbriefe) issued by WestLB, and cash management and depot banking functions for customers of WestLB.

Helaba is a German Landesbank with core regions in Hesse and Thuringia, Germany. With approximately 6,000 employees (prior to this transaction), the Helaba Group is one of the largest German Landesbanken.

WestLB was a German Landesbank based in Dusseldorf, Germany. It was owned by the German state of North Rhine-Westphalia, the local associations of savings banks in North Rine-Westphalia and certain other municipal bodies and entities. WestLB is to be transformed into a service and portfolio management provider operating under the name of Portigon, owned by the State of North Rhine-Westphalia alone. Apart from the Verbundbank acquired by Helaba, all other business units of WestLB are to be transferred to, and wound down through, the Erste Abwicklungsanstalt, a public law entity operating under the umbrella of the Federal Financial Market Stabilisation Authority.

Oct 03, 2012

Cleary Gottlieb is advising Deutsche Telekom on the antitrust and tax aspects of T-Mobile USA's acquisition of MetroPCS. The combined company, which will retain T-Mobile's name, will create the leading value carrier in the U.S. wireless marketplace. MetroPCS shareholders will receive $1.5 billion in cash and 26% ownership in the combined company. The transaction was announced on October 3 and is expected to close in the first half of 2013.

T-Mobile USA is the U.S. wireless operation of Deutsche Telekom AG. MetroPCS Communications is a provider of no annual contract, unlimited wireless communications service for a flat rate.

Mar 11, 2013

Cleary Gottlieb is acting as counsel to Booz & Company in its acquisition of Management Engineers, a German strategy and process consulting firm. The acquisition is subject to a number of closing conditions, including antitrust clearance and approval by the partners of Booz & Company, and is expected to close in early April. The purchase price was not disclosed.

Booz & Company is a leading global management consulting firm with more than 3,000 employees in 58 offices worldwide.

Management Engineers is one of the largest German-owned management consulting firms with 17 partners and 145 employees. It is primarily active in Germany, but also in China, the United Kingdom and the United States.

Nov 13, 2012

Cleary Gottlieb advised Dow AgroSciences, a wholly owned subisidiary of The Dow Chemical Company, on the antitrust aspects of its acquisition of a minority stake in Barenbrug Holding B.V., part of The Royal Barenbrug Group. The transaction was filed with and cleared by competition authorities in Germany, Italy and Austria.

Under the agreement, Dow AgroSciences and The Royal Barenbrug Group will build a global strategic relationship for the development and commercialization of advanced germplasm in forage seeds.

The Royal Barenbrug Group is a family-owned business, whose core activities are plant breeding, grass seed production and international marketing of seed for turf and forage grasses and legumes. With 25 branches in 16 countries on 6 continents, Barenbrug has been one of the leading grass seed businesses in the world for over 100 years.

Dow AgroSciences is a wholly owned subsidiary of The Dow Chemical Company and had annual global sales of $5.7 billion in 2011. Based in Indianapolis, Dow AgroSciences develops leading-edge crop protection and plant biotechnology solutions.

Feb 07, 2012

Cleary Gottlieb represented Henkel AG & Co. KGaA, the German worldwide leading company in laundry & home care, cosmetics & toiletries and adhesive technologies products, in establishing a joint venture in Algeria with its Algerian partner, Faïences Algérienne Sarl. The transaction closed on February 7.

The Algerian joint venture will be active in the business of producing, marketing and distributing adhesive, sealant and other special products for the building sector in Algeria.

Nov 07, 2011

Cleary Gottlieb is advising company founder Michael Zimmer in the sale of his stake in CORPUS SIREO GmbH & Co. to savings bank Sparkasse KölnBonn. The transaction was announced on November 7, 2011 and will close by the end of this year. The purchase price will not be disclosed.

By acquiring the 25-percent stake held by THITA GmbH & Co. from Michael Zimmer the Sparkasse KölnBonn will raise its interest in CORPUS SIREO to 50 percent. The savings banks Stadtsparkasse Düsseldorf and Frankfurter Sparkasse hold a 25-percent stake each.

CORPUS SIREO is Germany’s leading real estate manager with a total of 14.5 million square meters in commercial and residential real estate with an aggregate value of more than €15.4 billion under management.

Jun 19, 2012

Cleary Gottlieb represented Allianz in its acquisition, announced on June 19, 2012, of the insurance business of Mensura Caisse Commune d'Assurances for an undisclosed consideration. The transaction is a rare example of a private demutualization of a Belgian insurance company. Closing is subject to customary regulatory approvals.

Mensura is a specialized insurer offering various workers compensation products. Allianz is a leading global financial services group.

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.

Oct 19, 2010

Cleary Gottlieb advised Deutsche Bank in its capital increase with gross proceeds of €10.2 billion. Deutsche Bank intends to use the proceeds of the transaction, which was conducted as an offering of subscription rights to Deutsche Bank's existing shareholders, mainly in connection with its public tender offer to the shareholders of Deutsche Postbank, and to further support its capital base. The rights offering was conducted as a public offering in Germany and the United States, and the rights traded on the Frankfurt and New York stock exchanges. Deutsche Bank's rights offering is the largest share issue in Germany since the capital increase conducted by Deutsche Telekom in 2000, in which Cleary Gottlieb also represented the issuer.

Sep 20, 2011

Cleary Gottlieb is advising the Otto Wolff Group in the sale of its stake in Crossgate AG to software company SAP AG. The transaction was announced on September 20 and is subject to approval by the antitrust authorities.

The Otto Wolff Group is a holding structure for the businesses of the deceased Otto Wolff von Amerongen, who was one of the best known entrepreneurs in Germany and a pioneer in the development of German-Russian economic relationships, as well as an advisor to German Chancellor Konrad Adenauer. Today, one of the activities of the Otto Wolff Group is to invest in various start-up companies such as Crossgate AG.

Crossgate AG is a business-to-business networking provider with headquarters in Munich. It helps more than 40,000 business partners across multiple industries to securely exchange important documents and data.

SAP AG is market leader in enterprise application software with more than 172,000 customers worldwide. It is headquartered in Walldorf, Germany.

Sep 03, 2010

Cleary Gottlieb represented Goldman Sachs as lender in the further restructuring of the senior and mezzanine financings of an acquisition of properties leased to department store chain Karstadt in 2006. Initially, the transaction comprised financings in an amount of up to €3.6 billion and a sale-and-lease-back of more than 170 properties. The further restructuring which was agreed on September 3 became necessary due to the sale of the insolvent Karstadt Warenhaus GmbH to investor Nicolas Berggruen.

Cleary Gottlieb already advised Goldman Sachs in 2006, 2008 and in February 2010 with respect to the original financing and the following restructurings, respectively.

Cleary Gottlieb's role in the restructuring extended to various aspects of the transaction, including amendments to finance documents and security, changes to intercreditor and syndication arrangements, and lease modifications.

May 04, 2010

Cleary Gottlieb represented the global coordinators and joint lead bookrunners BofA Merrill Lynch, Citi, Deutsche Bank, HSBC Trinkaus and J.P. Morgan and the other underwriters in the offering of 64.9 million new preferred shares of Volkswagen Aktiengesellschaft at an offer price of €65 per share. The new shares were offered to the existing shareholders of the company in a public rights offering in Germany, the United Kingdom, Luxembourg and Switzerland.

The rights offering was preceded by a pre-placement of the new shares in a public offering to retail investors in Germany and a private placement exclusively to institutional investors in Germany and other countries, including to qualified institutional buyers in the United States in reliance on Rule 144A. To facilitate the pre-placement, certain shareholders of Volkswagen Aktiengesellschaft, Qatar Holding Germany GmbH, Porsche Automobil Holding SE, Hannoversche Beteiligungsgesellschaft mit beschränkter Haftung and Porsche Gesellschaft m.b.H., assigned their subscription rights relating to a total of 72.8% of the new shares to the global coordinators. These shares were allocated to the pre-placement investors unconditionally and were delivered to them in an upfront first closing on March 31, 2010. The remaining new shares were allocated to pre-placement investors subject to claw-back and deferred settlement. More than 99% of these claw-back shares were taken up in the rights offering which ended on April 13, 2010. Therefore, only a small number of new shares was delivered to pre-placement investors in a second closing on April 16, 2010. With respect to the remaining claw-back shares, the underwriters exercised their right to claw-back.

Based on publicly available information, the transaction is the largest rights offering of a German listed company outside the financial sector in more than ten years.

The Volkswagen Group with its headquarters in Wolfsburg, Germany, is one of the world’s leading automobile manufacturers and the largest carmaker in Europe. The Group operates 60 production plants in fifteen European countries and a further six countries in the Americas, Asia and Africa with nearly 370,000 employees around the world.

Feb 04, 2010

Cleary Gottlieb acted as counsel to Wendel and Helikos in the €200 million initial public offering of Helikos, a Luxembourg-based Special Purpose Acquisition Company (SPAC) that began trading on the Frankfurt Stock Exchange on February 4.

Helikos is the first SPAC ever listed on the Frankfurt Stock Exchange and is one of only a handful of SPACs to have been listed in Europe and marketed primarily to European investors. The offering was the largest IPO on the Frankfurt Stock Exchange since July 2008.

The principal sponsor of Helikos is Wendel, a prominent family-controlled European listed investment company with over 300 years of history that is the lead shareholder in companies including Saint Gobain, Bureau Veritas and Legrand. The other sponsors of the SPAC are Prof. Dr. Dr. h.c. Hermann Simon, a well-known German management consultant and author of a series of well-known books on “hidden champions” – companies that are leaders in niche markets but not well known to the public – and Roland Lienau, former co-head of German equity capital markets for Deutsche Bank.

Helikos will seek to invest in a non-listed German company valued at between €300 million and €1 billion that it believes is, or has the potential to become, a “hidden champion.” Helikos will have 24 months to complete a business combination, with a possible extension to 30 months if a letter of intent for a business combination is signed within 24 months.

The Helikos structure included a number of innovative features, including a phased vesting schedule for the founding shares purchased by the sponsors. The founding shares will convert to public shares in three installments, the first upon consummation of a business combination, and the second and third when the post business combination share price of the company reaches specified thresholds.

The units were offered to the public in France, Germany and Luxembourg and internationally in private placements including under Rule 144A in the United States.

Deutsche Bank, HSBC Trinkaus & Burkhardt and I-Bankers Securities acted as underwriters for the offering.

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”).