Oct 01, 2008

Cleary Gottlieb is representing Dexia on all aspects of its recapitalization plan. After three days of intense negotiations between Dexia, its shareholders and the Belgian, French and Luxembourg governments, and on the back of heightened crisis in the European banking sector, a €6.4 billion recapitalization plan was put together in record time. Under the plan, the Belgian state and regions as well as the existing core Belgian shareholders of Dexia, on the one hand, and the French government and the CDC on the other, will each inject €3 billion into Dexia SA. In parallel, the Luxembourg government will be subscribing for €376 million in convertible bonds issued by Dexia BIL.

Dexia's recapitalization is the second instance of urgent, large scale support by European governments to Belgian financial institutions in the last few days, after the rescue, over the course of last weekend, of Fortis. A Cleary Gottlieb team is representing BNP Paribas in its announced acquisition of Fortis' operations in Belgium and Luxembourg, as well as the international banking franchises, for a total consideration of €14.5 billion.

Jun 28, 2007

Cleary Gottlieb represented Crédit Agricole S.A. in a $1.5 billion Rule 144A/Reg. S offering of deeply subordinated notes constituting Tier 1 capital, as well as in a simultaneous $3.25 billion Rule 144A/Reg. S offering in two tranches of senior unsecured floating rate notes. Calyon Securities (USA) Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as joint book-running managers for both offerings. The offerings closed on May 31.

Tier 1 transactions involve issuing securities with debt-like features, which are counted as core capital under regulations requiring banks to maintain minimum capital levels as a percentage of their risk-adjusted assets.

Crédit Agricole is the lead bank of the Crédit Agricole Group, France’s largest banking group and one of the largest in the world. The offerings are Crédit Agricole’s first issuance of medium- and long-term debt in the U.S. markets.

Apr 30, 2008

Cleary Gottlieb represented Natixis in two offerings of deeply subordinated notes that will constitute Tier 1 capital for Natixis. The first offering, worth $300 million, closed April 16. The joint lead managers were HSBC, Natixis Funding and UBS Investment Bank and the notes have been listed on the Luxembourg Stock Exchange. The second offering, worth $750 million, was the first Tier 1 offering by Natixis under Rule 144A. Merrill Lynch, Morgan Stanley and Natixis Bleichroeder acted as joint lead managers for the second offering, which closed April 30, and the notes are expected to be listed on the Luxembourg Stock Exchange.

Natixis (formerly known as Natexis Banques Populaires) is the corporate and investment banking affiliate of the Groupe Caisse d’Epargne and Groupe Banque Populaire, two leading French mutual banking groups. It was formed in November 2006 through the combination of more than a dozen banking affiliates of the two groups. Cleary Gottlieb represented Natixis in the share offering that accompanied the combination.

Tier 1 transactions involve the issuance of securities with debt-like features, which are counted as core capital under regulations that require banks to maintain minimum capital levels as a percentage of their risk-adjusted assets.

Jan 17, 2007

Cleary Gottlieb represented BNP Paribas in connection with the arrangement and the financing of Geodis’s acquisition of 100% of the shares and voting rights in TNT Forwarding Holdings AB, TNT’s freight forwarding division and a leading international freight forwarder.  Geodis acquired the shares from TNT.

Geodis, a French company listed on Euronext Paris Eurolist Compartment B, engages and coordinates all of the business lines related to transport and logistics (supply chain management, air sea freight, full truck load, logistics, distribution and reverse logistics).  Geodis conducted the acquisition through its wholly owned French subsidiary, Geodis Freight Forwarding, a special purpose vehicle set up for the purpose of the acquisition.

The financing included a €315 million amortising term loan facility, a €145 million bridge term loan facility and a €150 million revolving credit facility for general corporate purposes.  The €145 million bridge term loan facility will be repaid with the proceeds of a share capital increase launched by Geodis S.A. on January 17, 2007.  The financing is secured with a pledge granted by Geodis over Geodis Freight Forwarding’s shares.

Sep 28, 2006

Cleary Gottlieb is acting as underwriters’ counsel in the €2.3 billion rights offering of nearly 22 million new shares by Société Générale. The offering consists of a public offering in France and private placements internationally. The transaction was launched on September 28 and is expected to close on October 26.

Société Générale is a leading French bank and is one of the top global financial services providers. The offering is intended to finance in part several recent acquisitions, including the acquisition of an increased stake in the Russian bank Rosbank announced simultaneously with the rights offering.

Jun 28, 2007

Cleary Gottlieb advised Citigroup Global Markets Limited as underwriter in the €172.5 million Regulation S offering of new shares by Orco Property Group, which closed on June 18. Orco listed the shares on the Warsaw Stock Exchange and the Budapest Stock Exchange, in addition to its existing listings on Eurolist by Euronext Paris and the Prague Stock Exchange. Orco is the only company to be listed on each of these exchanges.

Orco Property Group, a Luxembourg company, is a leading investor, developer, and asset manager in the Central European real estate market. Its property portfolio has been valued by an independent appraiser at €1.3 billion, including over 40% in the Czech Republic, 20% in Germany and about 10% each in Poland and Croatia. The company develops and invests in residential and commercial properties, and also manages The Endurance Real Estate Fund for Central Europe, which invests in residential, office, retail and hospitality properties in Central and Eastern Europe.

Mar 18, 2008

Cleary Gottlieb, as a co-counsel to Deutsche Telekom, won the dismissal of €3.9 billion claims before the Commercial Court of Paris on March 18. The claims, brought in 2005 by Vivendi Universal, were related to a long-standing, multi-jurisdictional battle for the control of PTC, a leading Polish mobile telephone operator.

PTC was founded in 1995 by Deutsche Telekom and Elektrim, a Polish company. Beginning in 1999, Vivendi and Elektrim entered into a series of investment agreements. The agreement established Telco, a joint-venture controlled by Vivendi. Vivendi and Elektrim agreed that Elektrim would contribute its PTC shares to Telco. Deutsche Telekom argued that the transfer was ineffective because it was in violation of the PTC Shareholders' agreement, and commenced arbitration proceedings in Vienna.

In August 2003, while the Vienna arbitration was pending, Deutsche Telekom and Vivendi engaged in settlement discussions. In September 2004, Deutsche Telekom discontinued the settlement discussions. Two months later, the Vienna Tribunal ruled in favor of Deutsche Telekom, deciding that Elektrim's PTC shares were wrongfully transferred to Telco.

In the recent litigation before the Commercial Court of Paris, Vivendi sought more than €3.9 billion in damages on the grounds that Deutsche Telekom wrongfully terminated the settlement negotiations and that Deutsche Telekom's actions eventually resulted in the "spoliation" of Vivendi's investment in PTC.

The Court dismissed Vivendi's claims. In its decision, the Court upheld Deutsche Telekom's defense that given the context of the discussions and since the parties had agreed not to suspend the Vienna arbitration proceedings pending their settlement discussions, they remained free at any time to opt for a litigated, rather than negotiated, settlement of their dispute.

Jul 01, 2008

Cleary Gottlieb represented Rexel S.A. in its sale to Sonepar S.A. of assets, entities and operations of Hagemeyer N.V. The sale followed Rexel's successful €3.1 billion tender offer for Hagemeyer. Cleary Gottlieb also represented Rexel in the concurrent sale of Rexel Germany to Sonepar and (along with local counsel) acquisition of Sonepar Sweden from Sonepar. Rexel received aggregate proceeds (including debt transferred) of approximately €1.7 billion from the deals.

Rexel and Sonepar had agreed in October 2007 to enter into the deals, subject to the launch and successful completion by Rexel of a tender offer for Hagemeyer. The tender offer, in which Cleary Gottlieb represented Rexel, successfully closed on March 14.

The transferred Hagemeyer entities are located in the United States, Australia, Sweden, Mexico, Canada, China, Singapore, Thailand, Malaysia, Austria, Switzerland and Northern Germany (consisting of six branches). The divestitures were preceded by several reorganizations. The final deal closed on June 30.

Rexel is based in France. It is the leading worldwide distributor of low and ultra-low voltage electrical products. Rexel has a presence in 34 countries, over 34,800 employees and 2007 pro forma sales of €14.3 billion. Cleary Gottlieb represented the underwriters in Rexel’s IPO in 2007.