Apr 25, 2012

Cleary Gottlieb has acted as international counsel to The Hellenic Republic in connection with its invitation, launched on February 24, relating to approximately €206 billion face amount of Greek bonds held by private sector holders.

Since July 2011, a dedicated team spanning eight offices has been international counsel to Greece on legal aspects of its external indebtedness, culminating in the announcement on February 24, 2012 of a liability management transaction. By April 25 approximately 97 per cent of the €206 billion Greek bonds invited to participate in the transaction had been exchanged for new Greek bonds and other considerations. This is both the largest ever sovereign debt restructuring and the largest ever bond exchange.

As a result of this liability management transaction, known as PSI (private sector involvement), holders of Greek bonds have provided in excess of €100 billion in debt relief to Greece and the average interest rates on Greece’s remaining private sector debt has been materially reduced. In addition to the PSI transaction, Cleary Gottlieb has acted as international counsel to Greece in its financing transactions with the EFSF, which involve debt facilities in excess of €150 billion as well as other transactions, such as the €35 billion securities purchase transaction between Greece and the ECB.

Our firm has been a pioneer in sovereign debt transactions for more than thirty years. The success of PSI was significantly enhanced by the use of collective action clauses, which have been promoted by Cleary Gottlieb since the 1990s, and specifically in the context of Greece in a 2010 paper co-authored by Mitu Gulati and Cleary Gottlieb partner Lee C. Buchheit. Another innovation in the PSI transaction is the use of a "co-financing agreement" used to link the new bonds issued by Greece to a portion of the loans made to Greece by the EFSF.

This engagement is the latest in a long line of high-profile sovereign debt assignments for our firm, which has represented clients in more than 30 countries around the world. In addition to Greece, the now largest-ever sovereign debt transaction, we are currently advising Iraq and Argentina – the second- and third-largest sovereign transactions, respectively – as well as Iceland in its debt matters.

Nov 08, 2012

Cleary Gottlieb is representing long-standing client Dexia in the proposed €5.5 billion recapitalization of Dexia SA by the Belgian and French States, which was announced on November 8.

The recapitalization is one of the elements of the ongoing orderly resolution plan of the Dexia group. It was made necessary in light of the negative net assets position of the holding company as a result of an impairment of its interest in its main remaining subsidiary, Dexia Credit Local (DCL). In consideration for the States' capital injection, Dexia will issue preference shares entitling the States to a preferential dividend, and be converted into ordinary shares upon occurrence of certain regulatory capital events. The proceeds of the recapitalization will be used by Dexia SA primarily to reinforce the balance sheet of DCL.

The board of directors of Dexia SA approved the agreement reached last night with the States, and the proposed recapitalization will now be submitted to an extraordinary meeting of shareholders for approval. The transaction, which is also subject to prior approval by the European Commission under the EU State aid rules, is expected to complete before year end.

In addition to the recapitalization, Dexia and the States agreed certain amendments to the terms of the States' guarantee of Dexia and DCL's indebtedness, which will now extend to up €85 billion in financings.

Dexia and the States are also engaged in discussions with the European Commission on a revised, final resolution plan, which is expected to be submitted shortly.

Nov 20, 2012

Cleary Gottlieb is counsel to Overseas Shipholding Group Inc., the second largest publicly traded oil tanker company in the world, measured by number of vessels, in its Chapter 11 bankruptcy filing. The filing marks the third largest Chapter 11 filing of the year by asset value and involved 181 separate debtor entities that filed.

OSG is a worldwide corporate group with operations in the United States, Europe, the Middle East, Latin America and Asia. It is the only major tanker company with a significant U.S. Flag and International Flag fleet.

The company intends to use the Chapter 11 process to significantly reduce its debt profile, reorganize other financial obligations and create a strong financial foundation for the company's future.

Mar 21, 2013

SuperMedia filed a prepackaged chapter 11 proceeding on March 18, 2013 to effectuate its proposed merger with Dex One Corporation, which also filed a prepackaged chapter 11 case on the same day. The prepackaged plans, which have the overwhelming support of the companies' respective secured lenders and stockholders, provide for the consummation of the merger, subject to bankruptcy court approval and other conditions.

The proposed merger was first announced in August 2012, and required certain amendments to SuperMedia and Dex One’s loan agreements. Outside of a court process, these amendments would require consent of each lender under the affected loan agreements, but under bankruptcy law, the amendments can be approved with the consent of only one-half of lenders holding two-thirds in amount of the loans under the affected loan agreements. Although SuperMedia did not obtain the consent of every lender, it did obtain acceptance of its prepackaged plan by lenders holding more than 91 percent of the outstanding loans.

Prior to filing the chapter 11 proceeding, SuperMedia also solicited its stockholders for approval of the prepackaged plan. Under the prepackaged plan, stockholders are to receive the same treatment they would receive if the merger was consummated outside of bankruptcy. It is anticipated that SuperMedia stockholders will hold approximately 40 percent of the stock of the combined company, Dex Media, and that Dex One stockholders will hold the remaining shares. Of the SuperMedia stock that voted, over 99 percent voted to accept SuperMedia's prepackaged plan.

Dex One’s lenders and stockholders have also voted to accept Dex One’s prepackaged plan. Under the prepackaged plans, unsecured creditors of SuperMedia and Dex One will be unimpaired and entitled to full payment of their allowed claims.

The court has scheduled a hearing to consider approval of the prepackaged plans on April 29, 2013.

Mar 04, 2013

Cleary Gottlieb advised Fintech Investments Ltd., the largest creditor of Vitro, S.A.B. de C.V. in connection with agreements that will enable Vitro to definitively conclude its restructuring process. Vitro’s restructuring, which began in 2010, has been one of the largest multi-jurisdictional restructurings of a Mexican company.

In order to facilitate the resolution of Vitro’s restructuring process, Fintech entered into a Settlement Agreement that provides for the dismissal or resolution of all litigation by and among Vitro, Fintech and certain creditors in Mexico and the United States and for Fintech to purchase the bonds held by those creditors. Fintech also entered into a separate agreement with Vitro pursuant to which Fintech agreed to use the bonds acquired under the Settlement Agreement to increase the approval rate of Vitro's concurso mercantil plan to almost 99% of the recognized creditors of Vitro. In return for Fintech’s assistance, one of Vitro’s subsidiaries will provide Fintech with up to 13% of its shares and a senior secured note with a two-year maturity. The implementation of these agreements remains subject to certain governmental approvals and court authorizations and the satisfaction of closing conditions.

Cleary Gottlieb has been counsel to Fintech in a number of related matters, including as counsel to Fintech in Vitro-related litigation and bankruptcy proceedings in the United States. Vitro is the leading Mexican producer of flat and packaging glass with global distribution networks.

Sep 17, 2012

On September 17, CEMEX successfully completed the refinancing of its Financing Agreement, dated as of August 14, 2009 (as amended), comprising approximately $7 billion of bank and private placement debt.

Cleary Gottlieb advised the steering committee of CEMEX’s largest bank creditors, including Banco Bilbao Vizcaya Argentaria, Banco Santander, BNP Paribas, Bank of America Merrill Lynch, Citigroup Global Markets, HSBC Bank, J. P. Morgan Chase Bank and The Royal Bank of Scotland, which together represented approximately 50% of the exposures under the 2009 debt. In addition, Cleary Gottlieb represented the structuring agents on the exchange offer and consent solicitation pursuant to which the transaction was completed.

The transaction employed a novel structure whereby participating creditors that originally held bank loans under syndicated facilities governed by both English and New York law, promissory notes governed by either New York law or both New York and Mexican law, and/or private placement notes extinguished their prior debts pursuant to a deed, in exchange for $6.2 billion in new similar debt instruments maturing in 2017 or, at their option and subject to pro ration in certain circumstances, $500 million in new 9.5% senior secured notes due 2018. Approximately 100 creditors participated in the transaction, resulting in an exchange of approximately 92.7% of the 2009 debt.

The transaction was unusual because it included a consent solicitation of creditors that eliminated certain creditor protections from non-participating creditors, a technique traditionally employed in capital markets liability management transactions. It also included an early bird priority allocation mechanism which was built-in to ensure that investors that wanted more liquid instruments would be able to obtain them.

As of December 31, 2011, the Mexican company CEMEX is one of the largest cement companies in the world, based on annual installed cement production capacity of approximately 94.8 million tons, and the largest ready-mix concrete company worldwide, with annual sales volumes of approximately 55 million cubic meters million cubic meters. CEMEX primarily engages in the production, distribution, marketing and sale of cement, ready-mix concrete, aggregates and clinker.

Cleary Gottlieb has been counsel in a number of CEMEX related matters, including as counsel to the bank steering committee in connection with the 2009 Financing Agreement and, since 2009, as counsel to initial purchasers in connection with the issuance of approximately $7 billion in high yield bonds and convertible notes.

May 20, 2013

Cleary Gottlieb represented long-standing client Petróleo Brasileiro S.A. (“Petrobras”) in its SEC-registered offering of U.S.$11 billion aggregate principal amounts of guaranteed senior notes. The notes were issued in six tranches by Petrobras’ Dutch finance subsidiary, Petrobras Global Finance B.V. and listed on the New York Stock Exchange. There were two series of floating rate notes linked to LIBOR. The proceeds will be used to finance Petrobras’ planned capital expenditures under its 2013-2017 Business Plan and for general corporate purposes.

According to media reports, this was the largest-ever debt offering by an emerging market company and the second-largest corporate bond offering in the world this year. The offering closed on May 20, 2013.

The notes are unconditionally and irrevocably guaranteed by Petrobras, and the general terms of the notes are as follows:

• U.S.$ 1.25 billion of PGF’s 2.000% Global Notes due 2016
• U.S.$ 2.00 billion of PGF’s 3.000% Global Notes due 2019
• U.S.$ 3.50 billion of PGF’s 4.375% Global Notes due 2023
• U.S.$ 1.75 billion of PGF’s 5.625% Global Notes due 2043
• U.S.$ 1.00 billion of PGF’s Floating Rate Global Notes due 2016
• U.S.$ 1.50 billion of PGF’s Floating Rate Global Notes due 2019

Sep 19, 2012

Cleary Gottlieb acted as counsel to the underwriters, led by joint global coordinators Citigroup Global Markets, Deutsche Bank Securities, Goldman Sachs and J.P. Morgan Securities, in the largest secondary equity offering in U.S. history. The U.S. Department of the Treasury sold 636,923,075 shares (including 83,076,922 shares purchased by the underwriters pursuant to the full exercise of their over-allotment option) of its American International Group (AIG) common stock at $32.50 per share. AIG repurchased approximately $5.0 billion of its common stock in the transaction. The aggregate proceeds to Treasury from the common stock offering were approximately $20.7 billion.

Sep 18, 2012

Cleary Gottlieb represented the Central Bank of Russia and Sberbank of Russia in connection with the USD5.2 billion sale by the CBR of approximately 7.58% of the share capital of Sberbank. The sale was structured as a Rule 144A / Regulation S secondary public offering of ordinary shares in Sberbank and global depositary shares, each GDS representing an interest in four ordinary shares, simultaneously with an offering of ordinary shares in Russia on the MICEX Stock Exchange. The transaction priced on September 18. As a result of the sale, the CBR's participation in Sberbank has decreased to 50% of the share capital plus one voting share, which is the minimum currently required for the CBR by Russian law.

In connection with the transaction, Sberbank's American depositary shares previously traded on the unregulated market segment of the London Stock Exchange, as well as the GDSs offered in the Rule 144A / Regulation S offering, were admitted to the Official List of the UK Listing Authority and to trading on the LSE’s regulated market for listed securities. The underlying ordinary shares of Sberbank have been listed on MICEX since 1996.

Sberbank is the largest commercial bank in Russia, accounting for approximately 28% of all Russian banking sector assets and providing banking services to approximately 50% of the Russian population. As of September 14, 2012, Sberbank ranked as the 18th largest bank in the world by market capitalization. The SPO is a key milestone in the announced multi-billion dollar Russian privatization program, representing the largest Russian equity deal since the 2008 - 2009 financial crisis and the fourth largest ever international capital-raising on the LSE.

Credit Suisse, Goldman Sachs International, J.P. Morgan, Morgan Stanley and Troika Dialog (a leading Russian investment bank and, since 2011, a part of the Sberbank group) acted as joint bookrunners in connection with the Rule 144A/Regulation S portion of the offering.

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.

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.

Apr 15, 2013

Cleary Gottlieb is representing the Board of Directors and Special Committee of National Financial Partners Corp. in the acquisition of NFP by affiliates of Madison Dearborn Partners. The all-cash merger, which was announced on April 15 and is expected to close in the third quarter, has an equity value of approximately $1.3 billion, including the value of NFP’s convertible notes.

NFP and its benefits, insurance and wealth management businesses provide diversified advisory and brokerage services to companies and high net worth individuals, partnering with them to preserve their assets and prosper over the long term. NFP advisors provide innovative and comprehensive solutions, backed by NFP’s national scale and resources.

Apr 12, 2013

Cleary Gottlieb is representing Google/Motorola in connection with the sale by Google/Motorola of the Motorola Home business to Arris Group, including the recent announcement that the U.S. Department of Justice has cleared the transaction. Cleary Gottlieb has previously represented Google in the successful antitrust clearance of the acquisitions, among others, of YouTube, DoubleClick, AdMob, Admeld, and Motorola Mobility.

Nov 20, 2012

Cleary Gottlieb represented Dollar Thrifty Automotive Group in its acquisition by Hertz Global Holdings. The transaction received antitrust clearance by the U.S. Federal Trade Commission (FTC) on November 15 and the deal closed on November 20. This transaction involved multiple competing bids by Hertz and Avis over 30 months and was closely scrutinized by the FTC.

The combination of Hertz and Dollar Thrifty will create a global, multi-brand rental car leader offering customers a full range of rental options through its strong premium and value brands. Cleary Gottlieb advised Dollar Thrifty on all aspects of the transaction including the M&A, antitrust, employee benefits, litigation, tax, securities, structured finance, intellectual property, and general corporate aspects of the deal.

Oct 09, 2012

Cleary Gottlieb is representing Stanley Black & Decker in the sale of its Hardware & Home Improvement Business (HHI) to Spectrum Brands for $1.4 billion in cash. HHI is a provider of residential locksets, residential builder’s hardware and plumbing fixtures marketed under the Kwikset, Weiser, Baldwin, Stanley, National and Pfister brands, among others. The transaction was announced on October 9, 2012 and is subject to closing conditions including required regulatory approvals. It is expected to close by the first quarter of 2013.

The transaction marks Stanley’s largest divestiture and the fourth in a series of divestitures of businesses that Cleary Gottlieb has handled for Stanley – the prior ones being the sales of the Doors, Home Décor, and CST/Berger divisions.

May 14, 2013

Cleary Gottlieb is representing Itaú Unibanco, Latin America’s largest bank by market value, in the acquisition of Citigroup’s Brazilian consumer finance business (including its credit card business) for 2.77 billion reais ($1.37 billion). The deal signed and was announced after market close on Tuesday, May 14, 2013.

Aug 10, 2012

Cleary Gottlieb is representing Bank of America Merrill Lynch in the sale of its non-U.S. wealth management business to Julius Baer Group Ltd. The sale and purchase agreement was executed on August 10. The transaction is subject to regulatory and other approvals and is expected to close in stages starting in the fourth quarter of 2012 or in early 2013.

BAML’s non-U.S. wealth management business is a global business, with over 2,000 employees and approximately $84 billion of assets under management as of the end of June. The transaction will be effected through a combination of share sales and asset sales across over twenty jurisdictions. The consideration for the transaction will depend on assets under management that are transferred to Julius Baer. Up to $250 million of such consideration will be in the form of shares of Julius Baer, with the remainder being paid in cash. In conjunction with the sale, BAML and Julius Baer will also enter into a cooperation agreement whereby BAML will provide certain products and services to Julius Baer and BAML and Julius Baer will refer clients to each other.

Feb 27, 2013

Cleary Gottlieb represented Aerostar Airport Holdings, LLC, a joint venture of Highstar Capital and Grupo Aeroportuario del Sureste (ASUR), in the 40-year lease to operate the San Juan Luis Muñoz Marin (“SJU”) International Airport as a public-private partnership, approved by the Federal Aviation Administration. The approval paves the way for SJU to become the first major airport in the United States run by a private operator under the FAA’s Pilot Privatization Program, which was signed into law in 1996. Aerostar will now begin to move forward with its plan to invest nearly $1.4 billion over the 40-year life of the lease to transform SJU into a world-class airport gateway. Cleary Gottlieb is also representing Aerostar connection with the financing for the concession.

SJU is the Caribbean’s busiest airport, handling more than 8.4 million passengers in fiscal year 2012. Aerostar expects at least 1,500 direct and indirect construction-related jobs to be created through its near-term capital investment program, which will be one of Puerto Rico’s largest construction projects. The transaction will create approximately 2,100 near-term direct jobs, once jobs in landscaping, cleaning and maintenance are included.

ASUR is a Mexican airport operator with concessions to operate, maintain and develop the airports of Cancún, Mérida, Cozumel, Villahermosa, Oaxaca, Veracruz, Huatulco, Tapachula and Minatitlán in the southeast of México.

Highstar Capital is an independently owned and operated private equity firm with an operationally focused, value-added strategy. Based in New York, the firm was founded in 1998. Since 2000, the Highstar Team has managed approximately $7.6 billion on behalf of its managed funds and co-investors, including investments in energy infrastructure, environmental services infrastructure, infrastructure, and transportation infrastructure.

Aug 07, 2012

On behalf of Citigroup, Cleary Gottlieb successfully defeated claims brought by Con Edison and the Port Authority of New York and New Jersey for damages stemming from the collapse of 7 World Trade Center on September 11, 2001.

Con Edison asserted a negligence claim against Citigroup, a tenant in 7 World Trade Center, alleging that Citigroup’s diesel generator system leaked and contributed to the fire that caused 7 World Trade Center to collapse on September 11, damaging the Con Edison substation located beneath the building and knocking out power to Lower Manhattan. Con Edison also sued the Port Authority (the sole regulatory authority for the space and landowner) and Silverstein Properties (the landlord and builder). After over five years of discovery, Citigroup moved for summary judgment against Con Edison based on the theory that (1) Citigroup as a tenant did not owe any duty to Con Edison, and (2) Con Edison failed to establish any proximate cause between its damages on September 11th and Citigroup’s actions, especially in light of the unforeseeable, intervening acts of terrorists. Finding that the events of September 11 were “too improbable to be consistent with any duty” toward Con Edison, Judge Hellerstein granted Citigroup’s motion.

Port Authority also asserted contractual indemnification claims based upon agreements governing Citigroup’s modifications to its rental space, which Port Authority alleged required Citigroup to indemnify Port Authority for claims brought by Con Edison against Port Authority relating to Citigroup’s diesel generator system. Judge Hellerstein granted Citigroup’s motion for summary judgment, finding that Con Edison’s claims against Port Authority were not covered by the indemnification agreements between Citigroup and Port Authority. On August 7, the Second Circuit affirmed that decision, resolving all pending litigation against Citigroup arising out the collapse of 7 World Trade Center on September 11.

Dec 15, 2011

On Thursday, December 15, Senior District Judge Samuel Conti of the United States District Court for the Northern District of California dismissed with prejudice claims brought against HSBC Bank USA, N.A. by Wailea Fund L.P., a counterparty to an ISDA-based swap agreement with HSBC that referenced the performance of a Madoff feeder fund. Wailea filed its complaint on July 19, 2011, seeking rescission of the swap agreement and return of approximately $16 million in upfront premium payments made to HSBC in connection with the swap. Wailea claimed a right to rescission on various grounds, including mutual mistake, unilateral mistake, innocent misrepresentation, failure of condition, and violations of the California securities laws.

Following oral argument on December 9, the Court dismissed all of Wailea's claims, holding that, under the plain language of the swap agreement, Wailea had assumed the risk of mistake as to the performance of the Madoff feeder fund as a matter of law, could not claim reasonable reliance on any representations made by HSBC as a matter of law, failed to and could not as a matter of law plead any condition precedent to contract formation, and could not point to any statements or omissions by HSBC that were actionable under the California securities laws.

Dec 02, 2011

On December 2, over 40 banks from throughout the world -- nearly every financial institution that was alleged to have underwritten securities issued by Lehman Brothers in the 18 months prior to its collapse -- agreed to settle a class action pending in New York federal court arising out of the Lehman offerings. The firm represented all of those banks. The settlement came only after two years of complex motion practice that, this summer, led to a narrowing of the asserted claims, and months of negotiations that, at the end stages, were aided by a mediator (a retired judge). The settlement posed unusually complex issues, including that Lehman Brothers was the lead underwriter of every offering at issue (and, since it is in a bankruptcy proceeding, was not a defendant in the cases), and because the syndicates in each of the dozen offerings at issue involved different banks that took place at different times. Each bank accordingly made an independent decision whether or not to participate in the settlement, and their doing so was preceded by a lengthy period in which each came to terms with how to divide their proportionate responsibility of an eventual settlement. In many similar high profile cases (e.g., Enron, Worldcom), the banks have been unable to maintain a united front, engaged in separate negotiations, which likely led to settlements being more expensive to the banks as a whole. This is the largest group the firm has ever represented in a securities class action, and the largest settlement ($417 million) it has handled.

Among the many clients were: Bank of America, BBVA, BNY Mellon, Caja Madrid, Citigroup, HSBC, ING, Morgan Stanley, Santander, Suntrust, UBS and Wells Fargo. The settlement is subject to customary conditions, including court approval. Approximately 12 "opt-out" actions are pending, which Cleary Gottlieb is now addressing.

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).