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Droit bancaire et Etablissements Financiers
Les établissements financiers les plus prestigieux du monde font appel à Cleary Gottlieb pour les assister dans le cadre de leurs transactions les plus importantes et délicates. Ces dernières années, nous avons travaillé sur nombre des principales opérations de fusions-acquisitions du secteur bancaire à travers le monde, ainsi que sur des transactions inédites dans ce secteur. Notre équipe d’avocats travaille à travers les différentes juridictions et a joué un rôle de pionnier dans la mise en place de nombreuses opérations que réalisent les institutions financières et qui transforment le secteur en un marché sans frontières.
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Apr 21, 2008
Cleary Gottlieb represented affiliates of TPG Capital in their $2 billion investment in newly-issued common stock, contingently convertible preferred stock and warrants of Washington Mutual, Inc. Existing WaMu institutional investors concurrently invested $5 billion in the bank. The structure of the WaMu capital infusion was widely reported as representing a potential model for future financial institution recapitalizations. The transaction was signed on April 7th and funding was completed on April 21st.
Dec 03, 2007
Cleary Gottlieb represented Citigroup Inc. in its sale of $7.5 billion of mandatorily convertible trust preferred Units (Upper DECS Equity Units) to the Abu Dhabi Investment Authority. The investment, conducted as a private placement, will give ADIA a 4.9% ownership stake in Citi on an as-converted basis. ADIA has agreed not to own more than a 4.9% stake in Citi, and will have no special rights of ownership or control and no role in the management or governance of Citi, including no right to designate a member of Citi's Board of Directors. Citi and ADIA agreed on the investment on November 26, and it closed on December 3.
Substantially all of the investment proceeds will be treated by Citi as Tier 1 capital for regulatory capital purposes. Accordingly, it will support Citi's progress toward its goal of achieving its targeted capital ratios by the end of the first half of 2008.
Each Upper DECS Equity Unit consists of a contract to purchase stock at different future purchase dates and an interest in four series of trust preferred securities. The Upper DECS Equity Units mandatorily convert into shares of Citi common stock on dates ranging from March 15, 2010, to September 15, 2011, at prices ranging from $31.83 to $37.24. Each Upper DECS Equity Unit will pay a fixed annual payment rate of 11%.
Citigroup Inc., a global financial services company with approximately 200 million customer accounts in over 100 countries, provides financial products and services, including banking, securities brokerage and asset management.
ADIA is the sovereign wealth fund of the government of Abu Dhabi, one of the seven emirates that comprise the federation of the UAE.
Jan 25, 2008
Cleary Gottlieb represented Citi in 10 concurrent offerings of $19 billion of convertible preferred stock and straight preferred stock. The offerings involved six individually negotiated private placements of $12.5 billion of convertible preferred stock to the Government of Singapore Investment Corporation, the Kuwait Investment Authority, HRH Prince Alwaleed bin Talal bin Abdulaziz Alsaud, Capital Research mutual funds, the New Jersey Division of Investment and Citi's former Chairman and CEO Sandy Weill, as well as a $3.17 billion public offering of convertible preferred stock and a $3.72 billion public offering of straight preferred stock. The private and public convertible preferred stock offerings closed on January 23 and the straight preferred stock offering closed on January 25.
Cleary Gottlieb represented Citi on the private placements, and represented the underwriters, led by Citi Global Markets, for the public offerings. Cleary Gottlieb also served as disclosure counsel to Citi in connection with its year-end earnings release.
Aug 22, 2007
Cleary Gottlieb represented Bank of America in its $2 billion investment in non-voting convertible preferred stock of Countrywide Financial Corporation. The transaction was signed and funded on August 22. Bank of America chairman and CEO Kenneth Lewis stated that "we hope this investment will be a step toward a return to more normal liquidity in the mortgage markets," noting that Countrywide services mortgages for one in seven American households.
Sep 07, 2007
Cleary Gottlieb represented Spain’s BBVA (Banco Bilbao Vizcaya Argentaria SA) in its acquisition of Compass Bancshares for $9.1 billion in stock and cash.
Compass is based in Birmingham, Alabama, and has a major presence in much of the Sunbelt, particularly, Texas, Arizona and Florida.
Feb 12, 2008
Cleary Gottlieb is representing ING Groep, N.V. in its $1.5 billion sale of Seguros ING, S.A. de C.V., the third-largest insurance company in Mexico, to the French financial services company AXA, S.A.. The parties announced the deal on February 12 and the transaction is expected to close later in 2008, pending regulatory approval.
Despite selling its flagship life insurance company in Mexico, ING will maintain a considerable presence in Mexico by virtue of its pension and annuities (Afore) business as well as its Mortgage and Leasing business units. Cleary Gottlieb has advised ING in several of its recent acquisitions and sales throughout Latin America.
Oct 18, 2007
Cleary Gottlieb represented long-time client HSBC Holdings plc in its offering of $2.5 billion of its 6.5% subordinated notes due 2037. The notes are listed on the New York Stock Exchange. The offerings closed on September 12 and October 18.
HSBC is one of the largest banking and financial services organizations in the world, with 10,000 properties in 83 countries and territories in Europe, the Asia-Pacific region, the Americas, the Middle East and Africa. The company provides a comprehensive range of financial services, including personal financial services and commercial banking.
Aug 28, 2007
Cleary Gottlieb represented the underwriters, led by Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P. Morgan Securities Inc., in American Express Company’s $1.5 billion offering of 6.150% Notes due 2017 issued under a self registration statement. The deal closed on August 28.
Sep 20, 2007
Cleary Gottlieb is advising Renaissance Capital Group in its 24.99% minority investment in Ecobank Transnational Incorporated.
RenCap is the leading independent investment banking firm in Russia and the Commonwealth of Independent States. Since its inception in 1995, it has raised over $50 billion — more than any other financial institution in the region. A private investment banking firm wholly owned by management and employees, RenCap is part of an independent group of finance and investment companies specializing in high-opportunity emerging markets.
ETI is the parent company of the Ecobank Group, a leading regional banking group in West and Central Africa serving wholesale and retail customers. It has a network covering 18 countries.
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.
Counsel to over 85% of the financial services companies listed on the 2006 Fortune 500 list.
Americas Debt & Equity-Linked Deal of the Year
(Citigroup’s $7.5 billion sale of Upper DECS Equity Units to Abu Dhabi Investment Authority)
International Financial Law Review (2007)
Korea Deal of the Year, Equity Deal of the Year
(Samsung Card's IPO)
FinanceAsia (2007)
International Financial Law Review (2007)
U.S. IPO of the Year and Equity Deal of the Year
(Mastercard’s IPO)
International Financing Review, International Financial Law Review (2006)
Cross-Border Deal of the Year and M&A Deal of the Year
(HypoVereinsbank's acquisition by UniCredito)
Acquisitions Monthly and International Financial Law Review (2006)
“This ‘veritable powerhouse’ in financial services regulation dominates the field... Widely commended by the Bar for both its banking regulatory and enforcement practices, the firm is deemed ‘one of the go-to firms for all banking investigations’ [and] a ‘superb cross-border banking practice’ … mark the financial institutions M&A practice out for special recommendation.”
Chambers USA (2008)
“‘Absolutely one of the premier financial services law firms in the USA ... a ‘no-nonsense firm that is easy to work with, and does a quality job without over-lawyering.’”
Chambers USA (2007)
“Clients regard its financial institutions regulatory practice as “the greatest in the [United States].’”
Chambers Global, Chambers USA (2007)
“This group fields ‘top-level lawyers experienced in complex acquisition finance structures.’”
Chambers USA (2007)
“A ‘most comprehensively talented group’ that spans the entire range of regulatory, transactional and enforcement issues that confronts its 'prestigious financial house clients.’”
Chambers USA (2006)
“With ‘all the credentials of a premier firm,’ this banking and finance outfit benefits from a very strong presence in the field of capital markets.”
Chambers Europe (2008)
“[An] ‘excellent’ team…”
Chambers Global (2007)
“[The group’s] desire and capacity to handle large, ‘particularly tricky’ transactions is recognised by those in the know.”
Chambers Global (2007)
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