Experiencia

May 22, 2012

Cleary Gottlieb represented Google in its acquisition of Motorola Mobility. The purchase includes Motorola’s 17,000 patents and marks Google’s largest-ever acquisition. The deal closed on May 22 following approval by antitrust authorities. Cleary Gottlieb advised on the M&A, U.S. and EU antitrust, intellectual property, employee benefits and executive compensation, litigation, tax, securities law, real estate and environmental, and general corporate aspects of the deal.

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 27, 2011

Cleary Gottlieb is acting as counsel to the Ministry of Oil of the Republic of Iraq in connection with the Basrah Gas Company project, a joint venture between South Gas Company (an Oil Ministry affiliate), and affiliates of Royal Dutch Shell and Mitsubishi Corporation. The transaction agreements were signed on November 27, 2011.

The purpose of the 25-year project is to gather and process associated natural gas that is produced at three giant oil fields near Basrah, in the southern part of Iraq. Currently, most of the associated gas is flared due to a lack of processing capacity, resulting in significant environmental damage and economic waste. The problem will become more acute as oil production from the fields is increased – studies show that associated gas production from the three fields could increase from its current level of 700 million standard cubic feet per day to over 2 billion standard cubic feet per day.

Under the transaction agreements, the parties will create a new company, Basrah Gas Company, in which South Gas Company will hold a 51% interest, Shell 44% and Mitsubishi 5%. BGC will process associated gas from the three fields, extracting liquids such as condensate, propane and butane for sale in Iraq and for export. The remaining dry natural gas will be used in Iraq, primarily to product electric power. If the volume of gas produced is greater than domestic requirements, BGC may construct a Liquefied Natural Gas plant or other export facilities. The total investment requirement is currently estimated at $17 billion.

May 17, 2012

Cleary Gottlieb is representing Agilent Technologies, Inc. in its $2.2 billion acquisition of Danish cancer diagnostics company Dako A/S from EQT, the Sweden-based private equity group.

The transaction, which was announced on May 17 and is Agilent's largest ever acquisition, is expected to close within 60 days pending regulatory clearances.

Agilent is the world's premier measurement company and a technology leader in chemical analyses, life sciences, electronics and communication. Dako is a global leader in tissue-based cancer diagnostics, providing know-how, reagents, instruments and software to hospitals and research laboratories in more than 100 countries worldwide. Agilent's strategy in acquiring Dako is to strengthen its presence in life sciences while combining with a complementary company to produce revenue synergies.

Dec 15, 2011

On Thursday, December 15, Senior District Judge Samuel Conti of the United States District Court for the Northern District of California dismissed with prejudice claims brought against HSBC Bank USA, N.A. by Wailea Fund L.P., a counterparty to an ISDA-based swap agreement with HSBC that referenced the performance of a Madoff feeder fund. Wailea filed its complaint on July 19, 2011, seeking rescission of the swap agreement and return of approximately $16 million in upfront premium payments made to HSBC in connection with the swap. Wailea claimed a right to rescission on various grounds, including mutual mistake, unilateral mistake, innocent misrepresentation, failure of condition, and violations of the California securities laws.

Following oral argument on December 9, the Court dismissed all of Wailea's claims, holding that, under the plain language of the swap agreement, Wailea had assumed the risk of mistake as to the performance of the Madoff feeder fund as a matter of law, could not claim reasonable reliance on any representations made by HSBC as a matter of law, failed to and could not as a matter of law plead any condition precedent to contract formation, and could not point to any statements or omissions by HSBC that were actionable under the California securities laws.

Mar 13, 2012

Cleary Gottlieb acted as counsel to the underwriters, led by Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, in the public offering by the U.S. Department of the Treasury (Treasury) of 206,896,552 shares of common stock of American International Group (AIG) at $29.00 per share, and AIG's purchase of 103,448,276 shares in the offering. The aggregate proceeds to Treasury from the common stock offering were approximately $6 billion.

Apr 19, 2012

Cleary Gottlieb represented Sony Corporation of America in the EU and international antitrust aspects of the $2.2 billion acquisition of EMI Music Publishing by a consortium of investors led by Sony Corporation of America and Mubadala Development Company PJSC. The EMI Music Publishing catalogue will be managed by Sony/ATV Music Publishing (a joint venture between Sony Corporation of America and the Estate of Michael Jackson), creating the world's largest music publisher.

The acquisition was cleared by the European Commission in the first phase, avoiding the in-depth phase II investigation expected by many industry observers. The Commission had initially expressed reservations about the licensing of the group's Anglo-American repertoire to online music platforms in the United Kingdom and Ireland, but the Sony-led consortium was able to allay these concerns by proposing to sell off the Virgin and Famous UK music catalogues, together with the contracts of several songwriters.

Dec 02, 2011

On December 2, over 40 banks from throughout the world -- nearly every financial institution that was alleged to have underwritten securities issued by Lehman Brothers in the 18 months prior to its collapse -- agreed to settle a class action pending in New York federal court arising out of the Lehman offerings. The firm represented all of those banks. The settlement came only after two years of complex motion practice that, this summer, led to a narrowing of the asserted claims, and months of negotiations that, at the end stages, were aided by a mediator (a retired judge). The settlement posed unusually complex issues, including that Lehman Brothers was the lead underwriter of every offering at issue (and, since it is in a bankruptcy proceeding, was not a defendant in the cases), and because the syndicates in each of the dozen offerings at issue involved different banks that took place at different times. Each bank accordingly made an independent decision whether or not to participate in the settlement, and their doing so was preceded by a lengthy period in which each came to terms with how to divide their proportionate responsibility of an eventual settlement. In many similar high profile cases (e.g., Enron, Worldcom), the banks have been unable to maintain a united front, engaged in separate negotiations, which likely led to settlements being more expensive to the banks as a whole. This is the largest group the firm has ever represented in a securities class action, and the largest settlement ($417 million) it has handled.

Among the many clients were: Bank of America, BBVA, BNY Mellon, Caja Madrid, Citigroup, HSBC, ING, Morgan Stanley, Santander, Suntrust, UBS and Wells Fargo. The settlement is subject to customary conditions, including court approval. Approximately 12 "opt-out" actions are pending, which Cleary Gottlieb is now addressing.

Mar 15, 2012

Cleary Gottlieb obtained a comprehensive decision from the Second Circuit Court of Appeals rejecting claims by owners of bearer bonds issued by Petrobras, the Brazilian state-owned oil company, during the 1950s. The ruling reversed a lower court decision holding that the claims, which plaintiffs asserted amounted to approximately $300 million, could proceed in New York. The Second Circuit rejected the contention that the Foreign Sovereign Immunities Act provided for jurisdiction in U.S. courts to hear these claims and also expressed "grave concern" about the purported merits of the claims.

Dec 23, 2011

Cleary Gottlieb is representing The Coca-Cola Company in the restructuring of its joint venture with Nestlé SA, Beverage Partners Worldwide (BPW), which is active in the ready-to-drink tea beverage business. The geographic scope of the joint venture is being narrowed to provide focus on the sale of ready-to-drink tea in Europe and Canada. The parties will enter license agreements to continue to sell beverages in Taiwan and Hong Kong.

The agreement governing the terms of the restructuring was signed on December 23, 2011, and provides for a transition to the new geographical focus until the end of 2012 at the latest, subject to any regulatory approval.

Beverage Partners Worldwide, a 50-50 joint venture focused on the ready-to-drink tea category held by Nestlé S.A. and The Coca-Cola Company, was created in 2001, following a period of 10 years during which Nestlé and The Coca-Cola Company cooperated in a joint venture called Coca-Cola and Nestlé Refreshments.

Jan 06, 2012

Cleary Gottlieb represented the United Mexican States in the $2 billion offering of its 3.625% notes due 2022. Deutsche Bank Securities and Morgan Stanley acted as joint lead managers. The deal launched on January 3 and closed on January 6.

The deal was one of the year's first emerging-market bond offerings, selling at a record-low yield. The notes were issued under Mexico’s medium-term note program registered with the SEC, and are listed on the Luxembourg Stock Exchange.

Apr 19, 2012

Cleary Gottlieb is representing GlaxoSmithKline in connection with its unsolicited proposal to acquire Human Genome Sciences for approximately $2.59 billion in cash. HGS announced on April 19 that it had received and rejected GSK's unsolicited proposal and that it plans to explore strategic alternatives, including a possible sale of the company and has invited GSK to participate in that process. GSK's $13.00 per share proposal represents an 81% premium to the closing price of HGS's shares on April 18, the day prior to public announcement of the offer.

GSK is one of the world's leading research-based pharmaceutical and healthcare companies and is committed to improving the quality of human life by enabling people to do more, feel better and live longer. HGS is a biopharmaceutical company that exists to place new therapies into the hands of those battling serious disease.

Nov 23, 2011

Cleary Gottlieb represented U.S. technology company Western Digital as lead antitrust counsel in Europe on its $4.8 billion acquisition of Hitachi’s hard disk drive (HDD) business, known as Viviti Technologies. The deal was closely monitored by the European Commission who raised regulatory concerns about the 3.5" HDD business, due to a parallel transaction in the HDD sector between Seagate and Samsung. To alleviate the Commission's concerns, Western Digital will divest certain assets. The deal is still awaiting antitrust approval in the United States and other jurisdictions.

Nov 29, 2011

Cleary Gottlieb successfully settled a class action brought under the Securities Act of 1933 on behalf of its clients Fleet Boston Financial Corporation (now Bank of America, N.A.) and individual defendants that arose out of the Argentine economic crisis of 2001. Plaintiffs argued that Fleet’s loan loss reserves were too low because it should have seen in March 2001, when it acquired Summit Bancorp in a $7 billion stock-for-stock merger, that Argentina would suffer an economic upheaval nearly a year later. As a result, the plaintiffs (former Summit shareholders who exchanged their shares for Fleet shares in the merger) contended that Fleet paid too little in the merger, and asserted claims under Section 11 seeking more than a billion dollars in damages. Extensive motion practice spanning several years narrowed the case substantially. After significant discovery, including over two dozen depositions in the United States and Argentina, confirmed that Fleet had no more insight into the future of Argentina’s economy than anyone else and that plaintiffs’ claims had no factual basis, Fleet was prepared to move for summary judgment.

Throughout the years, plaintiffs struggled to identify and maintain adequate class representatives, with the Court eventually demoting the class to “conditionally certified.” Plaintiffs moved to appoint five new class representatives, which motion was sub judice from June 2009 until the parties agreed to mediation. On March 3, 2011, the parties settled the case with the help of mediator Judge Nicholas Politan (ret.) for $5.5 million. On November 29, 2011, Chief Judge Brown of the U.S. District Court for the District of New Jersey finally approved the settlement, plan of allocation, certification of the settlement class, award of attorneys’ fees, and reimbursement of a class representative’s expenses.

Jan 29, 2011

Cleary Gottlieb is currently representing Alpha Natural Resources, Inc. in its $8.5 billion acquisition of Massey Energy Company. Under the terms of the agreement, Massey stockholders will receive, at the closing, 1.025 shares of Alpha common stock and $10.00 in cash for each share of Massey common stock. The transaction, which was announced on January 29, is expected to close later this year pending receipt of stockholder approvals of both companies and regulatory clearances.

The combined company will bring together Alpha's and Massey's highly complementary assets, which include more than 110 mines and combined coal reserves of approximately 5 billion tons, including one of the world's largest and highest-quality metallurgical coal reserve bases.

Alpha Natural Resources is one of America's premier coal suppliers with coal production capacity of greater than 90 million tons a year. Among U.S. producers, Alpha is the leading supplier and exporter of metallurgical coal used in the steel-making process and is a major supplier of thermal coal to electric utilities and manufacturing industries across the country.

Nov 04, 2011

Cleary Gottlieb is representing Sony on its acquisition of Ericsson’s 50 percent stake in Sony Ericsson Mobile Communications AB, making the mobile handset business a wholly-owned subsidiary of Sony. As part of the transaction, Ericsson will receive a cash consideration of €1.05 billion.

The transaction will provide Sony with a broad IP cross-licensing agreement and ownership of five essential patent families and will give Sony an opportunity to rapidly integrate smartphones into its broad array of network-connected consumer electronics devices.

Sep 02, 2011

Cleary Gottlieb represented Bank of America in its sale of approximately 13.1 billion H shares of China Construction Bank for an aggregate sale price of approximately $8.3 billion. The transaction was signed on August 29, 2011 and closed on September 2, 2011.

Cleary Gottlieb previously represented Bank of America in its 2005 acquisition of an approximately 8.5% interest in CCB, which was the single largest foreign investment ever in a Chinese company, in its 2008 exercise of an option to acquire an additional approximately 10.9% interest in CCB and its subsequent sales of CCB’s shares and share rights in 2009 and 2010, respectively.

Mar 12, 2012

Cleary Gottlieb is representing Asahi Kasei Corporation in its offer to acquire through a cash tender offer all of the outstanding common stock of Massachusetts-based ZOLL Medical Corporation, a manufacturer of resuscitation and critical care devices and related software solutions for $93 per share. The transaction, which is valued at approximately $2.21 billion, was announced on March 12 and is expected to close in the second quarter of 2012.

Asahi Kasei has identified health care as a key strategic sector that will power a new phase of growth for the group, and believes that the acquisition represents a significant milestone in fulfilling its core vision for the health care sector: improving patient quality of life through the creation of innovative technologies and devices for critical care. The acquisition extends the development of Asahi Kasei's “Health Care for Tomorrow” project, a key focus of which is the resuscitation and critical care sector, an area where ZOLL is already a market leader in the United States and has a strong international market presence.

Jun 30, 2011

Cleary Gottlieb is representing Nortel Networks on the Section 363 bankruptcy sale of its residual patent assets through a bankruptcy auction to a consortium consisting of Apple, EMC, Ericsson, Microsoft, Research In Motion and Sony for $4.5 billion, an increase of $3.6 billion from Ranger Inc.’s original stalking horse bid for these assets. The sale results from a four day auction that took place in Cleary Gottlieb’s New York office from June 27 through June 30. A joint hearing before courts in the United States and Canada is set to be held on July 11 to formally approve the sale.

Nortel has been a client of Cleary Gottlieb for more than 20 years. The firm is currently acting as U.S. bankruptcy counsel to Nortel and affiliates in their U.S. Chapter 11 proceedings, which are closely coordinated with proceedings in Canada, the United Kingdom and France.

Cleary Gottlieb has represented Nortel on its prior Section 363 bankruptcy auction sales, including the:

• sale of its wireless infrastructure assets to Ericsson for $1.13 billion (November 2009);
• sale of its global Enterprise Solutions business to Avaya for a total of $915 million (December 2009);
• sale of its Optical Networking and Carrier Ethernet businesses to Ciena for $774 million (March 2010);
• sale of its GSM/GSM-R business in Europe and Taiwan to Ericsson and Kapsch CarrierCom for $103 million (March 2010);
• sale of its Carrier VoIP and Application Solutions to GENBAND for $282 million (May 2010); and
• sale of its Multiservice Switch business to Ericsson for $65 million (September 2010).

Dec 20, 2011

Cleary Gottlieb is representing long-standing client Dexia in the sale of Dexia Banque Internationale à Luxembourg to Precision Capital and the State of the Grand Duchy of Luxembourg.

Precision Capital, a Qatari investment group, will acquire 90% of the stake and the remaining 10% will be acquired by the Grand Duchy of Luxembourg for a total consideration of €730 million.

The sale of Dexia Banque Internationale à Luxembourg is one of the steps of the restructuring plan of the Dexia group as announced on October 10, 2011.

Cleary Gottlieb is lead counsel in the entire restructuring and dismantling plan of Dexia, as well as in the new state guarantees granted by the Belgian, French and Luxembourg states, including in their contractual, regulatory and EU state aid aspects.

Jan 11, 2012

Cleary Gottlieb is advising the Genting Organization in its dealings with the State of New York concerning a $4 billion private investment for the development of a 3.8 million square foot convention and exhibition center at the Aqueduct Racetrack site in Queens, New York. In addition to the new convention space, up to 3,000 hotel rooms are expected to be developed. The convention and exhibition center will be the largest in the nation and will generate tens of thousands of jobs.