Aug 15, 2011

In late July, Cleary Gottlieb represented African Minerals in connection with Shandong Iron & Steel Group's investment of $1.5 billion in African Minerals' flagship Tonkolili iron ore project in Sierra Leone. The equity investment will be made in exchange for a 25% interest in the Tonkolili project companies which operate the mine and the related infrastructure. As part of the transaction, Shandong will also purchase iron ore at a discounted price under a life-of-mine off-take arrangement, and will retain the option to buy up to 25% of annual iron ore production from each of Tonkolili's three production phases based on prevailing benchmark prices. The signing of definitive transaction documents followed an extended period of diligence and negotiation that began in mid-2010. Completion of the investment is subject to various conditions, including PRC approvals, and is expected to close by the end of the year.

The Tonkolili project is a multi-billion dollar mining project to develop one of the world's largest deposits of magnetite iron ore. The project employs over 5,000 people in Sierra Leone, and will be the country's single most important source of revenue. The first commercial ore shipments are expected during the last quarter of 2011.

Sep 21, 2011

Cleary Gottlieb is representing China’s Sichuan Hongda Group in connection with its joint venture with Tanzania’s National Development Corporation to implement an integrated coal mine and power plant project and an integrated iron ore mine and steel mill project in Tanzania. The two projects, representing a total investment of up to US$3 billion, represent the single largest investment venture in East Africa.

Sichuan Hongda Group will hold an 80% interest in the joint venture company, and National Development Corporation, the statutory corporation established to implement projects on behalf of the Government of the United Republic of Tanzania, will hold 20%. The joint venture agreement and other transaction documents were signed on September 21, 2011. Completion of the transaction is subject to various conditions, including approvals from the PRC and Tanzanian governments.

Jun 08, 2011

Cleary Gottlieb represented Helios Investment Partners in connection with the formation of its second private equity fund, Helios Investors II, L.P. Helios II held its final close on June 8 with aggregate commitments from investors of over $900 million, making it the largest pan-Africa investment fund raised to date. The fund has a mandate to pursue investments throughout Africa, and has already closed a number of landmark transactions.

Dec 20, 2010

A Cleary Gottlieb team obtained a 93% reduction of the €290-million fine imposed on Eni in 2006 by the Italian Competition Authority for an alleged abuse of dominance in connection with the delay in the expansion of the Trans Tunisian Pipeline, which allows the import of Algerian gas into Italy. This was the highest fine ever imposed by the ICA on a single company.

By means of a judgment published on December 20, 2010, the Council of State, i.e., Italy's supreme administrative court, drastically reduced the fine at stake, setting it at €20.4 million. The judgment puts an end to a long and complex saga with Cleary Gottlieb defending Eni since the outset of the administrative proceedings before the ICA.

Following the appeals lodged by Eni and its subsidiary Trans Tunisian Pipeline Company against the ICA's infringement decision, in 2007, the TAR Latium, i.e., the first instance administrative court competent for reviewing the ICA's decisions, had quashed the decision to what concerned the imposition of the fine. The first instance court deemed that the ICA had failed to adequately state the reasons why the alleged violation should be qualified as a very serious infringement (within the meaning of the 1998 Commission's fining guidelines), also in light of the arguments set forth by Eni as to the fact that the alleged abusive conduct could not be considered a clear-cut abuse. The TAR Latium thus concluded that the ICA should re-determine the amount of the fine. Both Eni (and TTPC) and the ICA appealed the TAR Latium's judgment before the Council of State. Pending the Council of State's decision, in May 2010, the ICA opened proceedings aimed at re-determining the fine in order to comply with the TAR Latium's judgment.

In its judgment, the Council of State, while rejecting the ICA's appeal, upheld Eni's arguments that the alleged abuse could be at most qualified as a serious infringement, not a very serious one, acknowledging the absence of any intentional plan by Eni to exclude competitors. The Council of State also considered that the fact that, in the context of the proceedings before the ICA, Eni had undertaken to carry out the planned expansion and that it subsequently timely completed it, justified a reduction of the amount of the fine well in excess of that granted by the ICA in its decision. The re-determination of the fine provided for in the Council of State's judgment renders moot the above-mentioned proceedings opened by the ICA in May 2010.

May 24, 2011

Cleary Gottlieb advised Renaissance Partners in connection with the acquisition of land interests outside the port city of Takoradi, Ghana. Takoradi, the home of Ghana’s emerging oil industry, has become a focal attraction for African property developers and real estate financiers following the discovery of oil in the region in 2007 and the commencement of commercial exploitation last year.

Renaissance Partners contracted with the Chief of Takoradi, acting in a representative capacity as custodian and trustee of all Takoradi stool land, to acquire a 99 year lease over approximately 2,367 hectares of land in Takoradi, for the purpose of developing the land into a mixed-use community development. The project would consist of the master planning and infrastructure development of the land, and subsequent sale or lease of sub-divided land parcels. The Cleary Gottlieb team assisted with structuring the lease and drafting a framework agreement. The deal signed on May 24, 2011.

Jan 28, 2011

Cleary Gottlieb acted as U.S. and English law counsel to Citigroup Global Markets Limited and Deutsche Bank AG, London Branch in their capacity as joint lead managers in the Federal Republic of Nigeria’s debut Eurobond offering. The offering of $500 million 6.75% Notes due 2021 closed on January 28.

The offering was the Republic’s first issuance in the Eurobond markets. The principal objective of the offering was to establish a government benchmark rate to help facilitate future borrowings in the international capital markets by private sector borrowers in Nigeria. Proceeds of the offering will be used for general budgetary purposes. The offering was made on a Rule 144A / Regulation S basis and the Notes were admitted to trading on the Regulated Market of the London Stock Exchange.

Oct 14, 2010

Cleary Gottlieb is representing Weather Investments, the mobile telecommunications company controlled by Egyptian magnate Naguib Sawiris, in its combination with Russian carrier VimpelCom in a transaction that will create the world fifth-largest mobile telecommunications carrier with $21.5 billion in pro forma net operating revenues.

Sawiris and Weather's other shareholders will receive 325,639,827 newly issued VimpelCom common shares (NYSE: VIP) representing a 20% economic interest in the enlarged VimpelCom group and $1.8 billion in cash, and will also retain certain assets to be demerged from the Weather group of companies.

Following the issuance of the new VimpelCom shares to Weather, Norwegian telecommunications group Telenor will hold 31.7% of the economic rights in VimpelCom and Altimo Holdings & Investments, a company controlled by Russia's Alfa Group, will hold 31.4%, with minority shareholders representing 17%.

VimpelCom is the second largest mobile phone operator in Russia and the largest operator in Ukraine, and also has a portfolio of telecom assets in the CIS countries and Southeast Asia. Weather's key assets include the Italian wireless carrier Wind Telecomunicazioni and a 51.7% stake in Egypt-based Orascom Telecom, which in turn holds telecom assets throughout the Middle East and Africa as well as Canada. Weather's Greek asset Wind Hellas Telecommunications was excluded from the deal.

On closing of the transaction, expected to occur in the first quarter of 2011 subject to certain conditions, VimpelCom will become the fifth largest mobile platform in the world by subscribers, with operations in 20 countries in Europe, Asia, Africa and North America.

The transaction also includes a significant financing component, with new debt raisings, refinancings and consent solicitations set to launch during the fourth quarter of this year and for which VimpelCom and Weather have received highly confident letters. The financing process is expected to include raising approximately $2.0-2.5 billion in debt, and is expected to continue to use the ring-fenced financing structures at Wind and Orascom Telecom.

Nov 30, 2010

Cleary Gottlieb represented Beltone Investment Banking as Sole Global Coordinator and Bookrunner in connection with the initial public offering of Amer Group Holding Company, an Egyptian company. Amer Group is a leading real estate and hospitality developer in Egypt, active in the mixed-use and family oriented resort destination market under the Porto World brand, and in the entertainment, malls and restaurant markets.

The IPO consisted of an offering by existing shareholders of approximately 20% of the Shares of Amer Group. The Shares were sold in a public offering in Egypt and internationally on a private placement basis, including under Rule 144A in the United States. Gross offering proceeds were approximately $200,000,000 (LE 1,150,000,000), 80% of which were re-invested by the selling shareholders into Amer Group through a closed subscription for newly issued Shares.

The international offering was launched on November 1 and the Egyptian retail offering was launched on November 8. The Shares began trading on the Egyptian Stock Exchange on November 30.

Apr 16, 2010

Cleary Gottlieb represented the Republic of Côte d’Ivoire in connection with its recent exchange offer that restructured over 99% of the country’s $2.8 billion Brady bond debt, which had been in default since 2000.

Côte d’Ivoire accepted tenders of six series of defaulted Brady bonds in the exchange offer, consisting of French franc- and U.S. dollar-denominated discount bonds due 2028, front-loaded interest reduction bonds due 2018 and past due interest bonds due 2018, and issued $2.3 billion principal amount of new U.S. dollar-denominated step-up bonds due 2032 in exchange. The offer closed on April 16.

The debt renegotiation and the exchange offer were conducted within the framework of the International Monetary Fund’s and the World Bank’s initiative for Heavily Indebted Poor Countries, and in accordance with the terms of a preliminary restructuring agreement reached with the Private Creditors Coordination Committee (London Club), a group of institutional bondholders, in September 2009.

The exchange offer, which included a 144A offering and an international offering, had several notable features. Due to the rebuilding of Côte d’Ivoire’s institutions in the wake of civil conflict and the resulting absence of reliable macroeconomic data, the offer did not involve the preparation of extensive country disclosure or the issuance of negative comfort letters by counsel. Due diligence for the transaction consisted principally of an investor meeting with representatives of the Republic held in Paris on March 23. The transaction also featured complex mechanics related to the liquidation of the principal and interest collateral. In addition, the exchange offer included exit consents to amend the existing bonds not tendered in the exchange, which were approved at bondholder meetings held at Cleary Gottlieb’s Paris office on April 6. Application will be made to list the new bonds on the Luxembourg stock exchange.

Jan 23, 2008

Cleary Gottlieb represented Lafarge S.A., the world leader in building materials, in its acquisition of Orascom Building Materials Holding S.A.E. (Orascom Cement) from Orascom Construction Industries S.A.E., an Egyptian construction and building materials group founded by the Sawiris family, for $15 billion (including assumed debt), or €10.2 billion. Orascom Cement is an emerging markets cement leader, with number-one positions in Egypt, Algeria, the United Arab Emirates and Iraq, and with strategic positions in other growth markets in Africa and Asia including Saudi Arabia, Syria and Turkey. The transaction was entered into on December 9, 2007 and closed on January 23, 2008.

The purchase price is being financed by €6 billion in debt and the issuance, through a reserved capital increase, of 22.5 million new Lafarge ordinary shares at a price of €125 per share for a total capital increase of €2.8 billion, to NNS Holding Sàrl, a holding company owned by Nassef Sawiris and his family, which owns 60% of Orascom Construction Industries. Through this investment, NNS Holding will become an 11.4% shareholder of Lafarge, and Nassef Sawiris will be entitled to appoint two members of Lafarge’s board of directors.