Jan 22, 2013

Cleary Gottlieb is representing Atlantic Tele-Network in the sale of its domestic retail wireless business operating under the Alltel name in Georgia, North Carolina, South Carolina, Illinois, Ohio and Idaho to AT&T for $780 million in cash. The transaction was announced on January 22 and is subject to a number of customary conditions, including HSR and FCC clearance. It is expected to close in the second half of 2013.

ATN is a telecommunications service provider to rural, niche and other under-served markets. The regional retail wireless business was acquired from Verizon in 2010, as part of divestitures Verizon was required by regulators to make in connection with its acquisition of Alltel.

Dec 03, 2012

Cleary Gottlieb represented MegaFon, the second largest Russian mobile telecommunications operator, in its London and Moscow listed IPO. Its GDRs and ordinary shares were sold at an offer price of US$20 each and the gross proceeds of the offering were approximately US$1.7 billion, giving it a debut market capitalization of over US$11 billion. The offering, which is the largest IPO by a Russian company since 2010, and the largest telecoms listing in London for over 10 years, closed on December 3, 2012.

Jul 27, 2011

Cleary Gottlieb represented 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 resulted 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 was 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).

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.

Dec 05, 2012

Cleary Gottlieb represented América Móvil in its SEC-registered offering of Ps.15 billion (U.S.$1.2 billion) principal amount of 6.45% Senior Notes due 2022 denominated and payable in Mexican pesos.

The offering was the largest local-currency debt offering in international markets by a Latin American corporate issuer. The notes were concurrently offered in Mexico and registered with the Comisión Nacional Bancaria y de Valores (the “CNBV”). The notes are listed on the Mexican Stock Exchange and Luxembourg’s Euro MTF Market. The deal closed on December 5th.

The offering is the first step in América Móvil’s plan to increase its funding in Mexican pesos, rather than funding in U.S. dollars and other foreign currencies and swapping into pesos, as in the past. América Móvil expects to reopen the notes on a quarterly basis and create a new 10-year benchmark note every two years, for a total new peso indebtedness of up to Ps.100 billion over the next five years.

The structure of the offer was unique in its asset class. The bonds are payable in pesos only, like domestic market securities, in contrast to previous “Euro-peso” bonds that are payable in dollars. They were registered and listed in Mexico and sold using a Mexican shelf offering process, the first time this has been done for an international bond issued under a U.S. indenture and governed by New York law. The concurrent registration with the SEC and the CNBV allowed the offering to be placed with Mexican institutions that could not participate in previous international offerings by Mexican issuers. They also clear on a fungible basis in the Mexican clearing system Indeval as well as the European clearing systems Euro-clear and Clearstream.

This structure was designed to permit the development of a true cross-border market for both the primary distribution and the secondary trading of the bonds. In this respect, the América Móvil structure has similar objectives to the Global Depositary Note structure pioneered earlier this year by Petróleos Mexicanos (Pemex), also advised by Cleary Gottlieb. The structural innovations and the large projected size of the program are intended to address the limitations on secondary market liquidity that have hampered the development of local-currency bond markets throughout the emerging markets.

América Móvil is the leading provider of telecommunication services in Latin America. As of September 30, 2012, América Móvil had 318.7 million accesses, of which 255.9 million were wireless subscribers and 62.8 million were fixed revenue generation units.

Cleary Gottlieb has advised América Móvil since 2000 on a wide variety of matters, including a substantial number of acquisitions and securities offerings.

Feb 16, 2012

Cleary Gottlieb represented 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.

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.

Oct 03, 2012

Cleary Gottlieb is advising Deutsche Telekom on the antitrust and tax aspects of T-Mobile USA's acquisition of MetroPCS. The combined company, which will retain T-Mobile's name, will create the leading value carrier in the U.S. wireless marketplace. MetroPCS shareholders will receive $1.5 billion in cash and 26% ownership in the combined company. The transaction was announced on October 3 and is expected to close in the first half of 2013.

T-Mobile USA is the U.S. wireless operation of Deutsche Telekom AG. MetroPCS Communications is a provider of no annual contract, unlimited wireless communications service for a flat rate.

Jul 01, 2011

Cleary Gottlieb represented Open Capital, a private equity group focussed on investments in Russia and the CIS, in making its first investment: the acquisition of a minority stake in Professionali.ru, a Russian social business network launched in 2008, which currently has two million registered users. The reported purchase price was $2.5 million, and the deal closed in June.

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.

Aug 25, 2011

Cleary Gottlieb represented a consortium of existing shareholders, including ARCH Digital Holdings, Capital Ally Investments, GM Investment, Sinowill Holdings, Huge Harvest Enterprises, Kingstate Group and Trend Focus, in the going-private transaction of Funtalk China Holdings Limited. As a result of the transaction, Funtalk became a private company and terminated its SEC-reporting obligations as a public company.

Funtalk is a leading China-based retailer and wholesale distributor of wireless communications devices, accessories and content. The company has branch offices and regional distribution centers, operates a chain of mobile phone retail stores and has an internet retailing platform. Its shares were listed on the NASDAQ Global Market.

Oct 14, 2010

Cleary Gottlieb is representing Weather Investments, the mobile telecommunications company led by Egyptian businessman 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.

Aug 13, 2007

Cleary Gottlieb represented Helios Investment Partners in the acquisition of a 22% stake in a joint venture vehicle established by Portugal Telecom to hold all of its telecommunications assets and interests in sub-Saharan Africa. The joint venture is valued at US$1.2 billion and the deal closed on August 13.

The joint venture represents a significant investment by Helios and its coinvestment partners in the region, and is an important strategic maneuver for Portugal Telecom. Through the joint venture the parties intend to develop a unified, coherent multi-strategy telecommunications services provider capable of operating throughout sub-Saharan Africa by combining Portugal Telecoms' broad operational experience with Helios' financial expertise and its extensive knowledge of, and contacts in, the region.

Helios is a London-based investment firm which focusses on making private equity investments in sub-Saharan Africa. Cleary Gottlieb has assisted Helios with the establishment of its initial investment fund, and has also assisted Helios with a previous investment. Portugal Telecom is an international telecommunications company with businesses and assets in Europe, Africa and South America. It is listed in New York and Lisbon and is the largest public company in Portugal.