Jan 19, 2010

Cleary Gottlieb is representing Goldman Sachs International, Morgan Stanley & Co. Limited and UBS Investment Bank as joint financial advisors to Cadbury plc in connection with a recommended takeover bid by Kraft Foods, Inc.

Kraft’s renewed offer of January 19 values Cadbury at a total of approximately $19 billion. The offer comprises mixed cash and share consideration of 500 pence plus 0.1874 Kraft shares, representing, in aggregate, 840 pence per Cadbury share.

Cadbury’s board of directors originally rejected as “derisory” Kraft’s unsolicited December 4 offer of 300 pence plus 0.2589 Kraft shares for each Cadbury share, which valued Cadbury at a total of approximately $16.7 billion.

Kraft’s offer will remain open to shareholders until 1.00 p.m. (London time) on February 2.

Jul 28, 2009

Cleary Gottlieb represented Tata Steel Limited in connection with its offering of 65,410,589 global depository receipts (GDRs), raising approximately US$500,000,000. The offering was also accompanied by the listing of the company's GDRs on the London Stock Exchange, which complements the existing listing of its shares in India and is the largest Indian GDR ever to be listed in London. It is also the largest capital raising by a company outside of its domestic market on any European exchange this calendar year. The offering closed on July 24, 2009.

Tata Steel Limited is the world’s eighth largest steel producer, with major operations in Europe, India and Southeast Asia. The listing marks a return to the UK stock markets for the assets formerly controlled by Corus, which was acquired by Tata in 2007 and which still employs over 24,000 people in the United Kingdom.

Apr 09, 2009

Cleary Gottlieb represented HSBC Holdings plc in its £12.5 billion ($17.7 billion) five-for-12 rights offering of over 5 billion new ordinary shares at a subscription price of 254 pence per share. The offering was the largest of its kind in the United Kingdom. The deal consisted of a registered public offering in the United Kingdom, the United States (in the form of American depositary share rights), Hong Kong and other jurisdictions. Goldman Sachs International acted as sole sponsor, and together with JPMorgan Cazenove Limited and HSBC Bank plc, joint bookrunner and joint global coordinator. The rights offering was announced on March 2 and was approved at a general meeting of shareholders on March 19. The rights offering subscription period ran from March 20 until April 3. During that period, existing HSBC shareholders subscribed for 96.6 percent of the new ordinary shares offered to qualifying shareholders. The joint global coordinators placed the remaining 3.4 percent of the new ordinary shares on April 6, and the rights offering closed on April 9. Cleary Gottlieb acted as U.S. counsel for the issuer.

HSBC is one of the largest banking and financial services organizations in the world. HSBC's international network comprises around 9,500 offices in 86 countries and territories in Europe, the Asia-Pacific region, the Americas, the Middle East and Africa. HSBC’s shares are listed on the London, Hong Kong, New York, Paris and Bermuda stock exchanges and held by around 200,000 shareholders in some 100 countries and territories. On the New York Stock Exchange, the shares are traded in the form of American depositary shares.

Apr 22, 2009

Cleary Gottlieb advised the Vita group and its controlling shareholder TPG Capital in a financial restructuring as a result of which debt in excess of €600 million was written down to approximately €100 million in exchange for a 40% equity stake in the restructured group and €95 million of new secured debt was provided by new money lenders including TPG Capital which remains the largest shareholder with control of the board.

Vita was taken private by TPG Capital in a leveraged buyout in 2005. Its main business lines are petro-chemical based products used in the home furnishing and auto sectors.

The restructuring was implemented using a "scheme of arrangement" under the Companies Act 2006. This is a court process which binds consenting and non-consenting creditors if the proposed restructuring is approved at a specially convened meeting by at least 75% by value and more than 50% in number of each relevant class of those creditors. In certain circumstances, a UK scheme can be used for non-UK companies. In the Vita restructuring the scheme related to a company incorporated in Luxembourg. The court must also approve the restructuring at a "fairness hearing". The Vita scheme was completed very quickly with the initial hearing on March 27, 2009 and the sanctioning of the scheme on April 22, 2009.

The restructuring and new financing required the negotiation of complex debt, shareholder and warrant documentation and the release and re-taking of a full security package in 18 jurisdictions. Cleary Gottlieb took the lead in advising Vita and TPG Capital on the negotiation of the standstills, the term sheets and final documentation for and negotiation of the restructuring, the new financing, the new shareholder arrangements and the management incentive scheme as well as the tax structuring. Cleary Gottlieb also advised throughout on negotiations with trade credit insurers and the lender under a borrowing base revolving credit facility.

Sep 22, 2008

Cleary Gottlieb represented Barclays in its agreement to acquire Lehman Brothers' North American investment banking and capital markets businesses.

Apr 03, 2008

Cleary Gottlieb represented Henkel KGaA in its recent acquisition of the adhesives and electronic materials businesses of the National Starch division of Imperial Chemical Industries Limited, a newly acquired subsidiary of Akzo Nobel N.V.

The ₤2.7 billion back-to-back transaction was agreed to by Henkel and Akzo in August 2007, prior to Akzo’s acquisition of ICI. At the time of the agreement, neither Henkel nor Akzo knew the organization details of National Starch and its adhesives and electronic materials businesses. Nonetheless, the initial agreement between Henkel and Akzo contemplated the closing of the on-sale within three months of the completion of Akzo’s acquisition of ICI. When Akzo completed its acquisition on January 2, 2008, and it became clear that the on-sale would require carving out the adhesives and electronic materials businesses from National Starch in more than 40 countries around the world, a closing within three months seemed impossible. Undaunted by the challenge, the Henkel and Akzo/ICI teams worked feverishly and, through a variety of asset transfers and share transfers around the world, the deal closed on April 3, 2008 – just one day after the three month goal.

The Cleary Gottlieb team working on the transaction included lawyers from 11 of the firm’s offices. In addition to corporate aspects of the deal, the firm handled the global antitrust/competition aspects of the transaction and advised on the €2.6 billion senior debt financing.

Cleary Gottlieb has represented Henkel KGaA for more than 30 years on numerous M&A matters, most notably in connection with Henkel's cash-rich split-off transaction with Clorox and in its $2.9 billion acquisition of The Dial Corporation.

Oct 02, 2008

Cleary Gottlieb is representing Highstar Capital in its acquisition of a 25% interest in London City Airport from Global Infrastructure Partners for an undisclosed price.

The deal will make Highstar Capital a minority owner in London City Airport while Global Infrastructure Partners, an independent fund that invests in infrastructure assets worldwide, will hold the majority. Following the transaction, Global Infrastructure Partners will hold 75% and Highstar will hold 25% of the business.

The London City Airport is the UK's leading business airport, with ten airlines serving 33 destinations across the UK and Europe and connections to the rest of the world through major European hubs. The airport experienced record growth in 2007 with over 2.9 million passengers traveling through the terminal, a 23% increase from 2006. The airport’s location on the doorstep of London’s financial district is considered vital to business and plays an integral part in keeping up with the growth of the UK’s capital city.

May 20, 2008

Cleary Gottlieb has represented an interested party in the appeal from a first instance judgement relating to the manner in which the receiver of the troubled Whistlejacket SIV should distribute its assets, which have a reported face value of approximately $7 billion. Cleary Gottlieb is also advising interested parties in the receivership, liquidation or restructuring of other SIVs and CDOs, including Cheyne, Rhineland, Rhinebridge and Coltrane. Cleary Gottlieb advised potential liquidity facility providers in the proposed "Super-SIV" known as M-LEC.

Nov 07, 2008

Cleary Gottlieb acted for LIFFE Administration and Management, a subsidiary of NYSE Euronext, in its negotiations with LCH.Clearnet group to establish an internal clearing function for the LIFFE derivative markets in London. LCH.Clearnet currently acts as central counterparty clearinghouse (CCP) to clearing members of the London International Financial Futures and Options market, operated by LIFFE.

A CCP reduces post-trade credit exposure by interposing itself as counterparty to all cleared trades on a market in the run up to settlement, and facilitates efficient use of collateral for wholesale market participants by enabling netting of margin calls and exposures across multiple exchanges.

As part of the current arrangements, signed on October 30, LCH.Clearnet has agreed to terminate its current clearing agreement with LIFFE and, separately, to act as outsourced provider of certain risk management, default and ancillary services going forward to LiffeClear, the trading name for the new self-clearing exchange function.

The deal is subject, amongst other things, to the final approval of the arrangements by the Financial Services Authority, which regulates each of LCH.Clearnet and LIFFE as recognized bodies. The LiffeClear arrangements are scheduled to go live in March 2009, from which date LIFFE itself will act as central counterparty to all trades executed on its markets.

Cleary Gottlieb has previously acted for Euronext in its acquisition of LIFFE, on the group's subsequent merger of its subsidiary, Clearnet SA with the London Clearing House to form LCH.Clearnet, and its part-divestiture of its interest in the merged LCH.Clearnet group. Cleary Gottlieb has also acted previously for LIFFE in the outsourcing of its exchange IT function to joint venture Atos Euronext Market Solutions (AEMS), and the repurchase of AEMS by the NYSE Euronext group. It also acted for Euronext on its merger with the New York Stock Exchange, which closed earlier this year.