Dec 19, 2012

Cleary Gottlieb is representing Google in the sale of its Motorola Home Business, which makes cable set-top boxes, among other items, to ARRIS Group, a cable equipment manufacturer. The transaction, valued at approximately $2.35 billion, was announced December 19 and is expected to close in the second quarter of 2013. Upon closing of the transaction, Google will receive cash and newly issued ARRIS shares.

Apr 08, 2013

On April 8, 2013, Fintech Investments Ltd. closed on transactions to conclude the restructuring of Vitro S.A.B. de C.V., which has been one of the most complex and highly contested multi-jurisdictional restructurings involving any company seeking recognition in the United States of an approved foreign judicial reorganization proceeding. As previously reported, Cleary Gottlieb represented Fintech in connection with the negotiation of a series of agreements with Vitro and certain of its creditors pursuant to which Fintech agreed to acquire the bonds held by those creditors, and take certain action to resolve all pending litigation involving Vitro’s financial restructuring. In exchange for its participation in the settlement, Fintech agreed to contribute the bonds it acquires to the restructuring plan approved by the Mexican legal process and receive the Mexican plan consideration and a subsidiary of Vitro agreed to provide Fintech with shares that will represent approximately 20% of Vitro’s outstanding stock and a senior secured note with a two-year maturity.

In connection with the transaction, Cleary Gottlieb also assisted Fintech in negotiating secured repo financing. Cleary Gottlieb litigation and bankruptcy teams are handling the resolution of various civil and bankruptcy related cases in the United States and Mexico. Previously as part of this assignment, Cleary Gottlieb represented Fintech in connection with a tender offer and consent solicitation that preceded Vitro’s Mexican prepackaged plan of reorganization, the negotiation and structuring of Vitro’s concurso mercantil plan in Mexico, and the enforcement proceedings for the plan under Chapter 15 of the U.S. bankruptcy code, including numerous appeals. In addition, Cleary Gottlieb has represented Fintech in litigation that arose out of Vitro’s restructuring, including before the Fifth Circuit Court of Appeals.

Jun 28, 2012

Cleary Gottlieb represented Felda Global Ventures Holdings Berhad (FGVH) and the selling shareholder, Federal Land Development Authority (FELDA), in FGVH’s Ringgit Malaysia 9.9 billion (approximately $3.2 billion) initial public offering, one of the world’s largest initial public offerings in 2012.

CIMB Investment Bank Berhad, Maybank Investment Bank Berhad and Morgan Stanley & Co. International plc acted as joint global coordinators. The shares were sold through a registered public offering in Malaysia and through a Rule 144A/Regulation S offering outside Malaysia. The deal priced on June 18, closed on June 26 and the shares were listed on the Main Market of Bursa Malaysia Securities Berhad on June 28.

FGVH is a global agricultural and agri-commodities company based in Malaysia, with operations across ten countries, and is the third largest oil palm plantation operator in the world based on planted hectarage. FGVH is engaged in the production and sale of oil palm and rubber plantation products, soybean and canola products, oleochemicals and refined sugar products.

FGVH was incorporated as the commercial arm of FELDA for overseas investments in the upstream and downstream palm oil business and other agribusinesses. FELDA was formed in 1956 to alleviate rural poverty in Malaysia through the development of plantation land cultivated by settlers.

Apr 22, 2013

Cleary Gottlieb is representing ABB, a Swiss industrial engineering company, in ABB’s ongoing acquisition of Power-One for approximately $1 billion in cash. ABB is headquartered in Zurich, Switzerland, and is a leader in power and automation technologies that enable utility and industry customers to improve their performance while lowering environmental impact. Power-One is a provider of power conversion and power management solutions, in particular for the renewable energy sector. The deal was announced on April 22 and is expected to close in the second half of this year.

Jun 23, 2008

Cleary Gottlieb is representing The Stanley Works in the sale of its CST/berger laser leveling and measuring business to Robert Bosch Tool Corporation for $205 million. The deal is expected to close in the next several months, once regulatory approvals are received.

The deal marks a continuation of Stanley's strategy to lessen its dependency on the construction and DIY markets. Past deals furthering this strategy, in which Cleary Gottlieb has represented Stanley as seller, include its divesture of the Home Decor division to Wellspring Capital and the sale of the Doors unit to Masonite.

The Stanley Works, an S&P 500 company with 2007 revenues of $4.5 billion, is a diversified worldwide supplier of tools and engineered solutions for professional, industrial, construction and do-it-yourself use, and access security solutions for commercial applications.

Robert Bosch Tool Corporation is part of the Bosch Group, a leading global supplier of technology and services based in Germany.

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.

Oct 01, 2012

Cleary Gottlieb is representing 3M Company in its offer to acquire through a cash tender offer all of the outstanding common stock of California-based Ceradyne, a developer and manufacturer of advanced technical ceramics, ceramic powders and components, for $35 per share. The transaction, which is valued at approximately $860 million, was announced on October 1st and is expected to close in the fourth quarter of 2012.

Ceradyne, which will join 3M’s Energy and Advanced Materials Division, is a leader in the development and production of advanced technical ceramics for applications in the automotive, oil and gas, solar, industrial, electronics and defense industries. The unique characteristics of advanced technical ceramics offer significant advantages over traditional materials such as metals and plastics.

Aug 18, 2010

Cleary Gottlieb is advising BHP Billiton in connection with its $40 billion all-cash offer to acquire Potash Corporation of Saskatchewan.

BHP Billiton is a global leader in the resources industry occupying significant positions in major commodity businesses, including aluminium, energy coal and metallurgical coal, copper, manganese, iron ore, uranium, nickel, silver and titanium minerals, as well as having substantial interests in oil, gas, liquefied natural gas and diamonds. PotashCorp is the world's largest fertilizer enterprise by capacity producing the three primary plant nutrients and a leading supplier to three distinct market categories: agriculture, animal nutrition and industrial chemicals.

Aug 03, 2012

Cleary Gottlieb represented Vallourec in connection with its €400 million offering of bonds bearing interest at 3.25% and maturing on August 2, 2019. The bonds are listed on the regulated market of NYSE Euronext in Paris. The offering, consisting of two private placements, launched and priced on July 30, 2012 and closed on August 3, 2012.

This offering was led by Barclays, Crédit Agricole CIB, HSBC and Natixis as Lead Managers.

Vallourec is a world leader in premium tubular solutions primarily serving the energy markets, as well as other industrial applications.

Sep 22, 2011

Cleary Gottlieb is advising Dow Chemical on the antitrust aspects of its $340 million sale of its global polypropylene business to Braskem, the largest petrochemical company in the Americas.

Over the past two years, Cleary Gottlieb has advised Dow Chemical on several transactions that are part of Dow's strategy to realign its businesses to become the top specialty chemical company in the world, including the $1.63 billion sale of its Styron business unit to Bain Capital Partners (2010), the sale of Rohm and Haas Powder Coatings to Akzo Nobel (2010), the sale of Morton Salt to K+S (2009), the sale of its calcium chloride business to Occidental Petroleum (2009), and in obtaining U.S. Federal Trade Commission and European Commission clearance of its $18.8 billion acquisition of Rohm and Haas (2009).

Sep 27, 2011

Cleary Gottlieb represented Sanluis Co-Inter (“SISA”), the direct wholly-owned subsidiary of Mexican autoparts company Sanluis Corporación (the stock of which is publicly traded on the Mexican stock exchange), in the restructuring of its $248,000,000 aggregate principal amount of indebtedness consisting mainly of 7.00% mandatory convertible debentures due 2011 and 8.00% guaranteed notes due 2010. The restructuring was effected through a court-supervised plan of reorganization pursuant to the Mexican Business Reorganization Act (Ley de Concursos Mercantiles). On July 15, the Mexican judge overseeing the Concurso proceeding issued the order approving the reorganization plan among SISA and its recognized creditors.

As a result of the Concurso proceeding and pursuant to the terms of the plan of reorganization, the 7.00% mandatory convertible debentures due 2011 and 8.00% guaranteed notes due 2010 have been cancelled and, on September 27, 2011, SISA issued $28,748,000 7.00% Series A Notes due 2020 (“Series A Notes”) to affiliated holders and $14,288,900 7.00% Series B Notes due 2020 to unaffiliated holders. Concurrently with the issuance of the new notes, Sanluis Corporación entered into a pledge agreement pursuant to which it pledged the Series A Notes it holds to secure its recently issued 7.00% senior notes due 2017.

Sanluis Corporación designs and produces leaf springs, coil springs and brake components (rotors, drums, machined hubs and certain sub-assemblies) that are used by automotive manufacturers in the suspension and brakes systems of cars, light trucks, full-size trucks and buses. It is the world’s largest producer of leaf springs, with a market share of approximately 92% in the NAFTA region and a 63% share of the Brazilian market and currently supplies suspension components for six of the 10 best-selling pickup trucks in such region.

Sep 09, 2011

Cleary Gottlieb represented an ad hoc group of bondholders, including Gramercy Advisors LLC and Outrider Management, in connection with the September 9, 2011 closing of the restructuring of Industrias Unidas’s (IUSA) indebtedness. The restructuring of approximately U.S.$420 million of indebtedness (including accrued and unpaid interest) was implemented through a plan of reorganization pursuant to chapter 11 of the U.S. Bankruptcy Code in conjunction with an out-of-court exchange offer with respect to IUSA’s bank debt and commercial paper.

IUSA is one of Mexico’s largest diversified industrial groups and a manufacturer of copper-based and electrical products for the housing and electrical power sectors in the United States, Mexico, Europe and Latin America. Following IUSA’s initial default on interest payments for multiple tranches of debt in late 2009, two subsidiaries of IUSA filed voluntary petitions for relief under chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware in December 2009. Since that time, IUSA and its various creditor constituencies negotiated the terms of the restructuring, which culminated in the approval of the chapter 11 plan on August 25, 2011. As part of the restructuring, IUSA’s creditors received two series of senior secured bonds guaranteed by a joint collateral package that includes mortgages over real property, liens on various assets, pledges over the capital stock of IUSA’s subsidiaries, and a specified portion of IUSA’s royalties for the use of certain payment cards in Mexico. The holders of commercial paper and bank debt relating to IUSA’s copper contracts received series B notes. The bondholders and holders of certain bank debt received series A notes that benefit from a pledge of the capital stock of IUSA’s U.S. subsidiary Cambridge-Lee Holdings, Inc., in addition to the joint collateral.

Dec 20, 2010

Cleary Gottlieb represented PETRONAS Chemicals Group Berhad (PCG) and the selling shareholder, Petroliam Nasional Berhad (PETRONAS), in PCG’s Ringgit Malaysia 14.78 billion (approximately $4.7 billion) initial public offering, the largest initial public offering ever in Southeast Asia. CIMB Investment Bank Berhad, Deutsche Bank AG, Hong Kong Branch and Morgan Stanley & Co. International plc acted as joint global coordinators and joint bookrunners for the institutional offering, and CIMB Investment Bank Berhad acted as the managing underwriter for the retail offering in Malaysia. The shares were sold through a registered public offering in Malaysia and through a Rule 144A/Regulation S offering outside Malaysia. The deal priced on November 12, 2010 and closed on November 24, 2010, and the PCG shares were listed on the Main Market of Bursa Malaysia Securities Berhad on November 26, 2010. An over-allotment option granted by PETRONAS was exercised in full on December 17, 2010.

PCG is a leading integrated petrochemicals producer in Malaysia and is one of the largest petrochemicals producers in Southeast Asia, with an annual production capacity of over 11 million metric tons. PCG manufactures, markets and sells a diversified range of petrochemical products, including olefins, polymers, fertilizers, methanol and other basic chemicals and derivative products. PETRONAS is a fully integrated oil and gas corporation with operations in more than 30 countries around the world. It is wholly owned by the Malaysian government and ranked in the FORTUNE Global 500.

Apr 26, 2012

Cleary Gottlieb represented Asahi Kasei Corporation in its acquisition 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 closed on April 26.

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.

Dec 21, 2010

Cleary Gottlieb represented Fintech Advisory, the manager of a private investment fund focused on emerging markets, in connection with attachment proceedings brought on behalf of Aurelius Capital Master and Elliott International in New York Supreme Court against Vitro, a leading Mexican glass manufacturer. In early November 2010, Vitro commenced a Tender Offer as part of a larger effort to restructure its debt. As Vitro's largest creditor, Fintech supported the restructuring by, among other things, agreeing to provide funding in an amount of approximately $25 million to be exchanged in the Tender Offer for certain tendered notes that had been issued by Vitro. Aurelius and Elliott attempted to interfere with these transactions by obtaining ex parte attachment orders from the Supreme Court and seeking to attach the notes tendered in the Tender Offer.

Following expedited briefing in which Cleary Gottlieb submitted papers on behalf of Fintech as an interested non-party, the Supreme Court agreed with the argument that the Vitro notes were debt, rather than assets, of Vitro and thus did not constitute attachable property under New York law. The First Department denied plaintiffs' request for a stay of that decision pending an expedited appeal, and the Tender Offer settled on December 21, 2010.

Sep 24, 2008

Cleary Gottlieb is advising The Dow Chemical Company on worldwide antitrust matters in connection with its acquisition of Rohm and Haas Company.  As announced on July 10, Dow will acquire Rohm and Haas for $18.8 billion, including $3.5 billion in assumed debt.  The transaction is subject to regulatory clearances in the United States, the EU, and other jurisdictions.  Cleary Gottlieb is responsible for the regulatory filings in the United States and EU, and for coordinating the necessary filings in other jurisdictions.

Dow is a diversified chemical company with $54 billion in sales annually, supplying about 160 countries with numerous products and services, including food, pharmaceuticals, paints, packaging and personal care products.  With approximately $9 billion in sales annually, Rohm and Haas supplies specialty chemicals and materials to many industries, including building and construction, electronics and electronic devices, household goods and personal care, packaging and paper, transportation, pharmaceutical and medical, water, and food.