Cleary Gottlieb’s EU practice group is among the most acclaimed and established practices in Europe, comprising about 150 lawyers based in Brussels, Cologne, Frankfurt, London, Milan, Moscow, Paris and Rome. It includes several former officials from the European Commission’s Directorate-General for Competition, the European Commission’s legal service and the European courts. The group advises on all areas of law, both at the EU level and in individual Member States.
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Jan 19, 2010
Cleary Gottlieb is representing Goldman Sachs International, Morgan Stanley & Co. Limited and UBS Investment Bank as joint financial advisors to Cadbury plc in connection with a recommended takeover bid by Kraft Foods, Inc.
Kraft’s renewed offer of January 19 values Cadbury at a total of approximately $19 billion. The offer comprises mixed cash and share consideration of 500 pence plus 0.1874 Kraft shares, representing, in aggregate, 840 pence per Cadbury share.
Cadbury’s board of directors originally rejected as “derisory” Kraft’s unsolicited December 4 offer of 300 pence plus 0.2589 Kraft shares for each Cadbury share, which valued Cadbury at a total of approximately $16.7 billion.
Kraft’s offer will remain open to shareholders until 1.00 p.m. (London time) on February 2.
Mar 02, 2010
Cleary Gottlieb teams are playing two roles in the acquisition by The Coca-Cola Company of the North American bottling operations of Coca-Cola Enterprise. One Cleary Gottlieb team is representing The Coca-Cola Company on U.S. and European antitrust matters, while a separate Cleary Gottlieb team is representing Goldman, Sachs & Co., as financial advisor to The Coca-Cola Company. In connection with the transaction, CCE’s European bottling operations will be separated into a new corporation that will be held by the existing holders of CCE stock other than The Coca-Cola Company. In exchange for the North American bottling operations of CCE, The Coca-Cola Company will, among other things, surrender its ownership of CCE stock, valued at approximately $3.4 billion, and assume approximately $8.8 billion of CCE debt. The Coca-Cola Company has also agreed in principle to sell to CCE its bottling operations in Norway and Sweden for approximately $800 million.
The Coca-Cola Company is the world’s leading owner and marketer of nonalcoholic beverage brands and the world’s largest manufacturer, distributor and marketer of concentrates and syrups used to produce nonalcoholic beverages. CCE is the world’s largest manufacturer, seller and distributor of nonalcoholic beverages.
CCE is the leading distributor of Coca-Cola beverages and distributes products in 46 states, 10 Canadian provinces, the Caribbean, and six European nations.
Dec 16, 2009
On December 16, 2009, the European Commission announced concessions by Microsoft Corporation in two investigations relating to abuses of Microsoft's dominant position in PC operating systems that excluded competing products in web browsers, server software, and productivity applications. More specifically, the Commission has today published the final text of:
- a Commitment Decision requiring Microsoft to provide all Windows users with real choice in web browsers
- a Public Undertaking requiring Microsoft to make interoperability information available for a range of server products (including email and collaboration servers), for Office, and for .Net, as well as to comply with certain obligations with respect to Open Standards.
Cleary Gottlieb has been successfully advising and representing IT companies and trade associations in both aspects of this case. Previous milestones, in which Cleary Gottlieb was also involved, were the 2004 Commission Decision requiring disclosures of work-group server interoperability information and unbundling Windows Media Player, and the 2007 judgment of the European Court of First Instance upholding those decisions and establishing the precedent.
Oct 28, 2009
In October 2009, Cleary Gottlieb confirmed its pre-eminent position in the French banking sector by participating in all four transactions to facilitate the repayment of French government investments in capital securities of French banks.
The transactions started with a €4.3 billion rights offering by BNP Paribas, in which Cleary Gottlieb acted as deal counsel. The offering was made to finance the repayment of preferred shares that BNP Paribas issued in 2009 to SPPE (Société de Prise de Participations de l’Etat), the vehicle created by the French State in 2008 in connection with its bank capital investment program.
Société Générale followed with a €4.8 billion rights offering in which Cleary Gottlieb acted as counsel to Underwriters. The offering was made in part to finance repayment of subordinated notes and preferred shares that Société Générale issued to SPPE in 2008.
Cleary Gottlieb acted as counsel to BPCE (the lead bank of the Banque Populaire – Caisse d’Epargne group) in a €750 million issue of deeply subordinated notes. The transaction allowed BPCE to refinance part of the deeply subordinated notes that it issued to SPPE in 2008 and 2009.
Cleary Gottlieb again acted as issuer’s counsel in connection with three issues of deeply subordinated notes by Crédit Agricole (€550 million, £300 million and $1 billion), which refinanced the subordinated notes issued to SPPE by Crédit Agricole in December 2008.
Cleary Gottlieb has been a leader in innovative transactions for French banks for many years, acting on share offerings, hybrid capital securities, debt issuances and exchange offers, and mergers and acquisitions for the leading banks in the French market. The firm acted for BNP Paribas, Crédit Agricole and Natixis (an affiliate of BPCE) in connection with SPPE’s first capital securities investments in December 2008.
May 24, 2010
Cleary Gottlieb won a fundamental defensive victory for SKY Italia in connection with Conto TV’s suit brought against SKY and Lega Nazionale Professionisti (the association of Italian football teams) (LNP) regarding live satellite broadcasting rights for the Italian Serie A football league for the seasons 2010-2011 and 2011-2012 (together valued at € 1.14 billion).
Conto TV sued both SKY and LNP, claiming that LNP's call for tenders relating to one single all-inclusive package for Serie A satellite broadcasting rights could have favored SKY and that, therefore, the Tribunal of Milan should suspend the contract between SKY and LNP, as well as order LNP to set up a new competitive procedure for the assignment of different Serie A packages. On behalf of SKY Italia, Cleary Gottlieb argued, among other things, that Conto TV's arguments were seriously flawed, based on its improper definition of the relevant market, and that there was no insurmountable technical or financial barrier which could justify Conto TV's decision not to compete with SKY for the assignment of the rights at stake.
On May 24, upholding SKY and LNP's defenses, the Tribunal of Milan issued an order rejecting all of Conto TV's requests. The court acknowledged that Conto TV had wrongly depicted the existence of a separate market for satellite provision of pay-tv services, whereas it was manifest that SKY faced the vigorous competition of other operators in a wider pay-tv market including all television platforms (which includes, chiefly, digital terrestrial television). Moreover, according to the Tribunal of Milan, LNP had offered various other appealing TV content in compliance with national rules on the offering of football broadcasting rights, and Conto TV had not suffered any competitive disadvantages in the related call for tenders. Thus, the Court ordered that Conto TV bear all costs of the proceedings, including attorneys’ fees of the other parties.
As highlighted by LNP and the Presidents of various Italian Serie A football clubs in the previous weeks, this litigation had put at risk the entire Italian football system, since - had the Court decided to uphold Conto TV's requests - many clubs would have lacked the necessary financial resources to enroll in the Serie A championship and to conduct their market campaigns for the acquisition of new players. Furthermore, Conto TV's initiative could have distorted competition in the pay-tv market, leaving pay-tv operators free to broadcast Serie A live games only on digital terrestrial television, but not on the satellite, to the advantage of Mediaset Premium and Dahlia TV (SKY and Conto TV's main competitors). Thus, this decision was much awaited and received the attention of all Italian medias.
May 13, 2009
BNP Paribas Group has successfully completed its acquisition of Fortis Bank, making BNP Paribas the largest bank in the Eurozone by deposits. The final aspects of this extremely complex transaction, which involved government bodies and financial supervisory authorities across several jurisdictions, negotiations with the European Commission, and fierce litigation by opponents of the transaction, closed on May 13 after eight months.
In the transaction, Cleary Gottlieb represented BNP Paribas in its acquisitions of approximately 75% of Fortis Bank and a majority stake in Banque Générale du Luxembourg, and on the acquisition of 25% of Fortis Insurance Belgium by Fortis Bank, as well as the simultaneous defeasance of a portfolio of structured products from Fortis Bank worth about €11.5 billion.
The firm fielded a large team spanning multiple offices, including Paris, Brussels, London, New York and Washington, and practice groups, including corporate, finance, regulatory, competition and tax.
Apr 09, 2009
Cleary Gottlieb represented HSBC Holdings plc in its £12.5 billion ($17.7 billion) five-for-12 rights offering of over 5 billion new ordinary shares at a subscription price of 254 pence per share. The offering was the largest of its kind in the United Kingdom. The deal consisted of a registered public offering in the United Kingdom, the United States (in the form of American depositary share rights), Hong Kong and other jurisdictions. Goldman Sachs International acted as sole sponsor, and together with JPMorgan Cazenove Limited and HSBC Bank plc, joint bookrunner and joint global coordinator. The rights offering was announced on March 2 and was approved at a general meeting of shareholders on March 19. The rights offering subscription period ran from March 20 until April 3. During that period, existing HSBC shareholders subscribed for 96.6 percent of the new ordinary shares offered to qualifying shareholders. The joint global coordinators placed the remaining 3.4 percent of the new ordinary shares on April 6, and the rights offering closed on April 9. Cleary Gottlieb acted as U.S. counsel for the issuer.
HSBC is one of the largest banking and financial services organizations in the world. HSBC's international network comprises around 9,500 offices in 86 countries and territories in Europe, the Asia-Pacific region, the Americas, the Middle East and Africa. HSBC’s shares are listed on the London, Hong Kong, New York, Paris and Bermuda stock exchanges and held by around 200,000 shareholders in some 100 countries and territories. On the New York Stock Exchange, the shares are traded in the form of American depositary shares.
Oct 06, 2009
Cleary Gottlieb is representing the underwriters, led by Société Générale Corporate & Investment Banking, Bank of America Merrill Lynch, J.P. Morgan and Morgan Stanley, in Société Générale’s €4.8 billion rights offering announced on October 6. The proceeds of this capital increase will be used to redeem the €3.4 billion in securities issued to the French State in May 2009 and December 2008, reinforce core Tier One capital and fund targeted acquisitions. The rights offering includes a public offering in France and, via passporting, in Belgium, the Czech Republic, Germany, Italy, Luxembourg, Romania, Spain and the United Kingdom, as well as private placements internationally.
Jul 28, 2009
Cleary Gottlieb represented Tata Steel Limited in connection with its offering of 65,410,589 global depository receipts (GDRs), raising approximately US$500,000,000. The offering was also accompanied by the listing of the company's GDRs on the London Stock Exchange, which complements the existing listing of its shares in India and is the largest Indian GDR ever to be listed in London. It is also the largest capital raising by a company outside of its domestic market on any European exchange this calendar year. The offering closed on July 24, 2009.
Tata Steel Limited is the world’s eighth largest steel producer, with major operations in Europe, India and Southeast Asia. The listing marks a return to the UK stock markets for the assets formerly controlled by Corus, which was acquired by Tata in 2007 and which still employs over 24,000 people in the United Kingdom.
Dec 11, 2008
Cleary Gottlieb acted as counsel to BNP Paribas and Crédit Agricole in connection with the issuance of €2.55 billion and €3.0 billion, respectively, of deeply subordinated perpetual securities to a French state-owned entity as part of the French bank recapitalization program. The deals priced on December 10 and closed on December 11.
The securities were issued to the Société de Prise de Participation de l’Etat (SPPE), a company established by the French State as part of the government’s plan to provide capital and liquidity to French banks. SPPE is one of two companies established under this program. Its role is to invest in equity and hybrid equity instruments, while the other company provides short and medium-term debt financing to French banks.
BNP Paribas and Crédit Agricole were among six French banks that issued a total of €10.5 billion of hybrid securities to SPPE in its first investment round. The issuances followed the approval by the European Commission of the SPPE program, under European State Aid rules that limit the ability of EU Member States to provide subsidies to companies.
The securities are deeply subordinated, perpetual notes that qualify as “Tier 1” capital for bank regulatory purposes. Their terms are similar to other such securities that have been issued by the banks in the past. However, the banks also undertook in a separate agreement to pay a premium upon repurchase or redemption of the securities, with the amount of the premium increasing annually. This was part of the deal reached with the European Commission, which sought terms that will encourage the banks to repay the notes as soon as possible.
Cleary Gottlieb also represented Natixis in connection with its issuance of €1.9 billion of similar deeply subordinated notes to its principal shareholders, Banque Fédérale des Banques Populaires and Caisse Nationale des Caisses d’Epargne. Each of the shareholders issued its own deeply subordinated notes to SPPE under the French recapitalization program, and in turn used most of the proceeds to subscribe to back-to-back issues by Natixis.
Nov 21, 2008
Cleary Gottlieb is representing Dexia in the proposed sale of its monoline insurance subsidiary Financial Security Assurance Inc. (excluding its Financial Products division) to Assured Guaranty, and in other transactions related to the sale.
The sale of FSA is another step in a series of measures intended to stabilize and refocus Dexia, which has been hit hard by the current financial crisis. Those measures include the €6.4 billion recapitalization of early October and the sovereign guarantees of institutional and interbank financings announced on October 9. Cleary Gottlieb represented Dexia in these transactions.
Nov 21, 2008
Cleary Gottlieb is representing the German Savings Bank Association (“DSGV”) with respect to back guarantees granted by DSGV and other major German banking associations and financial institutions to the Federal Republic of Germany in connection with a €50 billion rescue package arranged by the German Federal Government and various significant financial institutions for the Hypo Real Estate Group.
In 2007, Cleary Gottlieb advised DSGV on the acquisition of Landesbank Berlin Holding AG (formerly “Bankgesellschaft Berlin”).
Apr 22, 2009
Cleary Gottlieb advised the Vita group and its controlling shareholder TPG Capital in a financial restructuring as a result of which debt in excess of €600 million was written down to approximately €100 million in exchange for a 40% equity stake in the restructured group and €95 million of new secured debt was provided by new money lenders including TPG Capital which remains the largest shareholder with control of the board.
Vita was taken private by TPG Capital in a leveraged buyout in 2005. Its main business lines are petro-chemical based products used in the home furnishing and auto sectors.
The restructuring was implemented using a "scheme of arrangement" under the Companies Act 2006. This is a court process which binds consenting and non-consenting creditors if the proposed restructuring is approved at a specially convened meeting by at least 75% by value and more than 50% in number of each relevant class of those creditors. In certain circumstances, a UK scheme can be used for non-UK companies. In the Vita restructuring the scheme related to a company incorporated in Luxembourg. The court must also approve the restructuring at a "fairness hearing". The Vita scheme was completed very quickly with the initial hearing on March 27, 2009 and the sanctioning of the scheme on April 22, 2009.
The restructuring and new financing required the negotiation of complex debt, shareholder and warrant documentation and the release and re-taking of a full security package in 18 jurisdictions. Cleary Gottlieb took the lead in advising Vita and TPG Capital on the negotiation of the standstills, the term sheets and final documentation for and negotiation of the restructuring, the new financing, the new shareholder arrangements and the management incentive scheme as well as the tax structuring. Cleary Gottlieb also advised throughout on negotiations with trade credit insurers and the lender under a borrowing base revolving credit facility.
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.
Corporate Law Firm of the Year
Belgian Legal Awards (2010)
European Legal Team of the Year
Legal Week’s British Legal Awards (2009)
European Loan of the Year
(ArcelorMittal’s $6 billion forward starts)
International Financing Review (2010)
European M&A Deal of the Year
(PartnerRe’s acquisition of Paris Re)
International Financial Law Review (2010)
EMEA Equity Issue of the Year
(HeidelbergCement’s €4.4 billion offering)
International Financing Review (2010)
EMEA Structured Equity Issue of the Year
(ArcelorMittal’s €1.25 billion convertible offering)
International Financing Review (2010)
European and North American Deal of the Year, Europe FIG Capital Raising of the Year
(Société Générale’s €5.5 billion rights issuance)
Euromoney, The Banker (2009)
Best Antitrust Law Firm in Brussels
Global Competition Review (2009)
Russian Law Firm of the Year
International Financial Law Review (2010)
Russia M&A Adviser of the Year
Acquisitions Monthly (2009)
Belgian Law Firm of the Year
Chambers Europe (2008)
“Cleary Gottlieb Steen & Hamilton LLP demonstrates ‘high technical expertise,’ the team’s outstanding reputation in transactional tax matters is due to ‘excellent tax technicians’ who produce a ‘constant high quality of work.’”
Tax Directors Handbook (2010)
“Cleary features in Europe’s major financial centers as a first-rate offering on the equity side. The French team’s derivatives expertise is as warmly received as its equity work and the group is a favorite for transatlantic clients. The German group’s efforts earn similar ratings and it has lately demonstrated its expertise in renewable energy matters, as well as handling mainstream deals. … ‘They have some very talented people; they use their network in a very intelligent way and can find innovative solutions.’”
“Cleary Gottlieb was one of the first US firms to establish itself in Western Europe and its tax practice is a mainstay in such countries as Italy, France and Germany, where it is noted for maintaining a particularly strong local presence. The practice is commended for its excellent handling of joint ventures, international securities offerings and cross-border acquisitions.”
Chambers Global (2010)
“[Cleary Gottlieb] is widely considered to be the best firm for competition in Brussels” and if there was “a category higher than ‘Elite’, Cleary would be in it.”
Global Competition Review (2009)
“It is widely accepted that Cleary Gottlieb is ‘the only US-headquartered law firm able to cut it with the magic circle for capital markets work across Europe.’ Indeed, the sheer quality of the lawyers is nothing short of legendary, with one source remarking: ‘They are all outstanding, and excellence is their global language.’”
“Cleary has had offices on mainland Europe for so long that it justifiably feels at home on the continent and does not, as some newer US-based entrants to the market might, rely on being fed by US clients.”
Chambers Global (2009)
“The firm has a long-established international outlook and operates as an integrated global partnership, with over 1,000 lawyers in more than 50 countries. Illustrative of this global presence, the firm’s website covers the mother tongue of every office, and in Europe the firm has highly rated operations in Paris, Brussels, Moscow, Frankfurt, Cologne, Rome and Milan. Cleary frequently focuses on quality complex transactions rather than volume, and matters often involve several offices.”
Chambers Europe (2009)
“Cleary has translated its formidable global corporate and financial expertise into a ‘highly credible’ dispute resolution offering, which plays to the strengths of the firm’s global network … Observers highlight the firm’s ‘strength and depth’ in Europe, reserving particular praise for an impressive Paris-based arbitration practice and expertise in EC competition law-related actions.”
Chambers Global (2008)
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