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Private Equity
Cleary Gottlieb s’est forgé depuis plusieurs dizaines d’années une expérience inégalée en matière de private equity. Le cabinet est intervenu dans trois des cinq plus importantes acquisitions à effet de levier de l’histoire et est régulièrement consulté lors de transactions innovantes et complexes ainsi que dans le cadre de transactions transfrontalières. L’expertise du cabinet concerne tous les secteurs d’activité en ce domaine et couvre le monde entier.
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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.
Oct 10, 2007
Cleary Gottlieb represented TPG and KKR in their nearly $50 billion acquisition of TXU Corp., which closed on October 10. The deal is the largest leveraged buyout completed to date. Cleary Gottlieb advised TPG and KKR on the equity co-investment portion of the transaction.
TXU, headquartered in Dallas, operates electricity retailing, power generation and electricity distribution and transmission businesses.
Apr 15, 2008
Cleary Gottlieb is representing long-time client TPG in its acquisition of 50% of Russian pharmaceutical distributor SIA International Ltd. for approximately $800 million. The wholly equity-funded deal is the largest private equity investment in Russia to date.
The deal makes TPG a joint venture partner with Igor Rudinskiy, SIA’s founder and majority owner, who will control the other 50% of the company.
SIA is the largest pharmaceutical distributor in Russia. It supplies pharmaceuticals to over 30,000 Russian pharmacies and hospitals on a daily or weekly basis through its network of 41 regional subsidiaries. In 2007 SIA’s revenues were $2.7 billion. Almost one quarter of pharmaceuticals in Russia are distributed through SIA. The size of the Russian pharmaceuticals market was approximately $12.4 billion in 2007, which represents 16% growth from 2006.
Jul 19, 2007
Cleary Gottlieb is currently representing 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 18th.
Biomet is an Indiana-based company that designs, manufactures and markets orthopedic devices such as artificial knees and hips.
Sep 10, 2007
Cleary Gottlieb is representing Istithmar PJSC in its joint venture with MGM Mirage and Kerzner International Holdings Limited for the development of a 40+ acre, multi-billion dollar integrated resort property on the Las Vegas Strip. The deal signed on September 10, and the parties expect to develop the resort over the next several years. The as-yet unnamed resort will use existing brands owned by either MGM or Kerzner, or a new brand will be introduced.
MGM Mirage is a leading hotel and gaming company. Kerzner International Holdings is a developer and operator of destination resorts, casinos and luxury hotels, including the Atlantis and One&Only brands. Istithmar is Dubai’s private investment vehicle.
Nov 19, 2007
Cleary Gottlieb represented Istithmar Building FZE in its sale of 280 Park Avenue (the former Bankers Trust Building), an office building located in New York, to Broadway Partners for $1.275 billion. The contract was signed on April 2, and the deal closed on November 19.
Because Istithmar acquired the property in June 2006, the transaction was structured to include an assumption by Broadway Partners of the mortgage and seven levels of mezzanine debt. 280 Park Avenue includes approximately 1.2 million square feet of class-A commercial office space as well as high-end restaurant and retail space on the ground floor.
May 17, 2007
Cleary Gottlieb advised long-time private equity client Hellman & Friedman on the refinancing and recapitalization of Gartmore Group Limited, a leading UK investment manager, and the associated corporate restructuring.
The refinancing, which closed on May 17, represents one of the first successful European-style "covenant lite" deals. These debt financings, which have become common in the U.S. private equity financing market, contain no (or very limited) financial maintenance covenants in the senior credit agreement and less restrictive negative covenants, providing the borrower's group with greater operational flexibility. Cleary Gottlieb had advised Hellman & Friedman on Gartmore’s 2006 acquisition, which was at the time the largest buyout in the asset management industry.
Jul 20, 2007
Cleary Gottlieb is advising private equity sponsor BC Partners in its July 20 agreement to acquire Bureau Van Dijk Electronic Publishing, a leading global provider of electronic publishing services. The closing of the transaction is conditional on receiving customary regulatory approvals.
Oct 19, 2007
Cleary Gottlieb represented TAC 2007, L.P., which was formed to capitalize on supply and demand imbalances in the leveraged loan, high yield bond, bridge loan and mezzanine debt markets.
Jul 17, 2007
Cleary Gottlieb is representing TPG and Affinity Equity Partners in their S$2.2 billion (US $1.6 billion) United Test and Assembly Center Ltd. acquisition under a leveraged scheme of arrangement.
Singapore-listed United Test is a leading independent provider of semiconductor device test and assembly services, including memory, mixed-signal/RF and logic integrated circuits.
May 20, 2007
GS Capital Partners and long-time Cleary Gottlieb client TPG Capital announced on May 20 an agreement to acquire Alltel Corp. for $71.50 in cash per share, or approximately $27.5 billion (including debt), which represents a 23% premium over Alltel’s closing share price prior to December 2006 media reports of the potential deal. The closing is currently expected to occur by the end of 2007 or by the first quarter of 2008.
Alltel is owner and operator of the nation's largest wireless network and has 12 million wireless customers.
TPG Capital is the global buyout group of the Texas Pacific Group, a leading private investment firm with more than $30 billion of assets under management. GS Capital Partners is The Goldman Sachs Group, Inc.’s private equity vehicle.
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.
#1 in European Buyouts (value, announced)
Mergermarket (2007 Rankings, U.S.-based law firms)
#2 in Global Private Equity M&A (volume, announced)
Bloomberg (2006 Rankings)
#1 in Asia Pacific Buyouts (value, announced)
Mergermarket (2007 Rankings, U.S.-based law firms)
Telecom Deal of the Year
(TPG & GS Capital Partners' acquisition of Alltel)
Investment Dealers Digest (2007)
Retail Deal of the Year
(Istithmar’s acquisition of Barneys New York)
Investment Dealers Digest (2007)
Latin American Private Equity Deal of the Year
(Consortium acquisition of Controladora Milano)
LatinFinance (2007)
Asian M&A Deal of the Year and Asian Pacific Loan of the Year
(Texas Pacific Group and Newbridge Capital's investment in Lenovo)
International Financial Law Review, International Financing Review (2006)
"Highly Recommended" for Private Equity in France and New York
PLC Which Lawyer? Yearbook (2007)
“Clients praise Cleary’s abilit[ies] to ‘draw on its vast international resources whenever we need it to’ ... [and] ‘bring the whole package to bear on a private equity transaction; from deal aptitude and corporate and leveraged finance expertise, to tax capability.’”
Chambers Global (2008)
“Commentators across the sector remarked that the firm is ‘at the top of its game - very client-oriented and very intelligent.’ ... Faith in the team is derived from the lawyers’ ability to ‘take not overly formalistic legal positions and to make sense from a commercial perspective.’”
Chambers USA (2008)
“This New York firm is described by one client as ‘our primary go-to law firm for anything that’s difficult and requires quality lawyers.’ The team’s lawyers are singled out for their ‘commercial viewpoint, and seeing the counterpart in deals as their client’s client.’”
Chambers USA (2008)
“Possessed of wonderful ties in the financial world, this ‘top drawer’ firm ‘shimmers with quality,’ according to interviewees.”
Chambers USA (2008)
“Clients seek the firm’s advice at every stage of the fund process.”
Chambers Asia (2008)
“Cleary Gottlieb is “a big deal player” [that] ‘really fits the bill for high-value LBOs.’”
Chambers Europe (2007)
“The team is well versed in handling both national and cross-border LBO transactions.”
Chambers USA (2007)
“Clients rate the ‘quality work’ produced by [the] firm’s fund formation team and its cohesion with the buyouts group.”
Chambers USA (2007)
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