Oct 12, 2011

Cleary Gottlieb represented long-standing client Corporación Nacional del Cobre de Chile (“Codelco”), a Chilean state-owned company that is the world’s largest copper producer, in the arrangement of $6.75 billion in financing from Mitsui & Co. (“Mitsui”), a Japanese trading company. The purpose of the financing is to ensure that Codelco has the necessary financing available to exercise its option (if it elects to do so) to acquire up to 49% of the shareholding of Anglo American Sur S.A. (“Sur”), a wholly-owned subsidiary of Anglo American plc (“Anglo”). The parties entered into definitive documentation in a signing ceremony in Santiago, Chile on October 12, 2011.

Under the terms of the financing, Mitsui (or a subsidiary of Mitsui) will lend up to $6.75 billion to a wholly-owned subsidiary of Codelco to finance Codelco’s exercise of its option over Sur’s equity. The parties have also entered into an agreement which grants the borrower the right to settle part of the bridge loan with an indirect 50% interest in the Sur equity acquired by Codelco, based on a pre-determined value for the 49% interest in Sur of approximately $9.76 billion.

Codelco holds the right, exercisable every three years (with the next window opening in January 2012) to purchase up to 49% of the equity of Sur. Sur owns and operates certain properties in Chile, including the Los Bronces and El Soldado copper mines, the Chagres smelter and the Los Sulfatos and San Enrique Monolito prospects.

In addition to the financing transaction and as part of a broader relationship between Codelco and Mitsui, the two parties entered into sales contracts for the sale by Codelco to Mitsui of 30,000 tons of refined copper per year at market prices.

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.

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.

Feb 26, 2010

Cleary Gottlieb represented TPG in connection with its $5.9 billion leveraged acquisition, together with CPP Investment Board Private Holdings and Leonard Green & Partners, of IMS Health Incorporated, which closed on February 26. The deal is one of the largest leveraged buyouts completed since the onset of the financial crisis. Cleary Gottlieb advised TPG on intra-consortium matters and advised the consortium on European competition law matters.

IMS Health Incorporated, headquartered in Norwalk, Connecticut, is the leading global provider of market intelligence to the pharmaceutical and healthcare industries.

Jan 21, 2009

Cleary Gottlieb represented Grupo Bimbo, S.A.B. de C.V. (Grupo Bimbo) in its acquisition of Weston Foods, Inc., the U.S. bakery division of George Weston Limited, for U.S.$2.38 billion and its acquisition of related financial assets for U.S.$125 million. The transaction closed on January 21, 2009.

Seven banks financed the transaction through a U.S.$1.9 billion dual currency term facility with a three-year tranche, a five-year tranche and a U.S.$900 million dual currency one-year bridge facility that is expected to be taken out in the local bond market. A substantial portion of the commitments were funded in Mexican Pesos, requiring Grupo Bimbo to engage in foreign exchange transactions in between funding and payment to George Weston Limited on the day of closing. This is the largest cross-border acquisition financing in recent months in Latin America.

Grupo Bimbo, which is among the world’s largest baking companies in terms of production and sales volume, has more than 80 plants and 800 distribution centers located in 18 countries throughout the Americas, Europe and Asia. Grupo Bimbo produces over 5,000 products and its direct distribution networks comprise more than 36,500 routes and 96,000 employees.

As a result of this transaction Bimbo Bakeries USA (BBU), Grupo Bimbo’s consolidated U.S. operation, becomes one of the largest baked-goods companies in the country, with a leading position in bread, buns, sweet baked goods and cakes. BBU’s brand portfolio now includes Arnold, Bimbo, Boboli, Brownberry, Entenmann’s, Francisco, Freihoffer’s, Marinella, Mrs Baird’s, Oroweat, Stroehmann, Thomas’ and Tia Rosa.

Jan 28, 2008

Cleary Gottlieb represented an investment consortium consisting of Apollo Management and Texas Pacific Group (TPG) in its approximately $27.8 billion leveraged buyout of Harrah’s Entertainment, the world's largest gambling operator by revenue. Harrah's agreed to be acquired by Apollo and TPG for $90 per share in an all-cash deal, which included the assumption of $10.7 billion in debt. The acquisition was announced on December 19 and closed on January 28, 2008.

Apollo is a recognized leader in private equity, debt and capital markets investing.  Long-time Cleary Gottlieb client TPG is a private investment partnership that currently has more than $30 billion of assets under management.

Jan 09, 2009

Cleary Gottlieb represented TPG Capital and GS Capital Partners in connection with the sale of Alltel Corporation to Verizon Wireless. Verizon Wireless paid approximately $5.9 billion for the equity of Alltel and assumed approximately $22.2 billion of Alltel’s debt, net of cash. The transaction was announced on June 5, 2008, and closed on January 9. The U.S. Department of Justice approved the transaction in October 2008, the Federal Trade Commission approved it in early November 2008 and the Federal Communications Commission in early December 2008.

Verizon Wireless is the joint venture of Verizon Communications and Vodafone. The sale of Alltel increased the number of Verizon Wireless customers to more than 83.7 million, making it the largest wireless carrier in the country. Approximately 2.1 million of those customers are in markets that will be divested by Verizon Wireless in the coming months, as required by the DOJ and the FCC as a condition of the merger approval. The sale took place just over a year after TPG Capital and GS Capital Partners acquired Alltel.

TPG Capital is a leading private investment firm with more than $50 billion of capital under management. GS Capital Partners is The Goldman Sachs Group, Inc.’s private equity vehicle and a global leader in corporate equity investing.

Sep 25, 2007

Cleary Gottlieb represented a consortium of private equity investors including the Blackstone Group, Goldman Sachs Capital Partners, Kohlberg Kravis Roberts & Co., and Texas Pacific Group in connection with the $11.4 billion leveraged acquisition of Biomet, Inc. The acquisition was announced on December 18, 2006.

Biomet is an Indiana-based company that designs, manufactures and markets orthopedic devices such as artificial knees and hips.

Feb 14, 2007

Cleary Gottlieb represented Goldman Sachs, Bear Stearns and Bank of America in the approximately $30 billion financing of the acquisition of Equity Office Properties Trust by The Blackstone Group, the largest real estate transaction in history and one of the largest leveraged buyouts in history. The financing was divided into a senior and eight mezzanine components, which collectively were secured by real property, joint venture interests and other collateral. Cleary Gottlieb also represented Goldman Sachs in connection with a related bridge equity investment.

Equity Office Properties Trust was the nation's largest publicly traded office building owner, with total portfolio consisting of whole or partial interests in more than 590 buildings comprising over 105 million square feet of office space in major metropolitan areas.