Aug 18, 2010

Cleary Gottlieb is advising BHP Billiton in connection with its $40 billion all-cash offer to acquire Potash Corporation of Saskatchewan.

BHP Billiton is a global leader in the resources industry occupying significant positions in major commodity businesses, including aluminium, energy coal and metallurgical coal, copper, manganese, iron ore, uranium, nickel, silver and titanium minerals, as well as having substantial interests in oil, gas, liquefied natural gas and diamonds. PotashCorp is the world's largest fertilizer enterprise by capacity producing the three primary plant nutrients and a leading supplier to three distinct market categories: agriculture, animal nutrition and industrial chemicals.

Apr 23, 2010

Cleary Gottlieb represented Samsung Life Insurance in its $4.4 billion initial public offering, the largest IPO ever by a Korean company. Goldman Sachs, Bank of America Merrill Lynch and Morgan Stanley were joint bookrunners for the international tranche of the offering. The IPO priced near the high end of the expected price range on April 23, and the common shares will begin trading on the KRX KOSPI Market of the Korea Exchange on May 12.

Samsung Life Insurance is the leading life insurance company in Korea and is one of the flagship companies of the Samsung Group, which is the largest business group in Korea. The company provided coverage to 12.6 million individuals as of December 31, 2009, representing approximately 26% of the Korean population. As of the pricing date, the company would rank sixth in terms of market capitalization among companies listed on the Korea Exchange.

Apr 26, 2010

Cleary Gottlieb is counsel to Morgan Stanley, sales agent to the U.S. Department of the Treasury, in connection with the Treasury's announced plan to sell approximately 7.7 billion shares of Citigroup common stock. Citigroup has filed a prospectus supplement with the Securities and Exchange Commission covering Treasury's sale of this common stock. The Treasury will begin selling its common shares under a pre-arranged trading plan with Morgan Stanley. Initially, the Treasury will provide Morgan Stanley with discretionary authority to sell up to 1.5 billion shares under certain parameters and expects to provide Morgan Stanley with authority to sell additional shares.

The Treasury received these shares of common stock last summer as part of Citigroup's exchange offers, which were conducted to strengthen its capital base. Cleary Gottlieb represented Citigroup in these historic transactions.

Apr 26, 2010

Cleary Gottlieb is representing Dollar Thrifty Automotive Group in its acquisition by Hertz Global Holdings, Inc. The transaction was announced on April 26 and is subject to customary closing conditions and regulatory and other approvals.

Through its Dollar Rent A Car and Thrifty Car Rental brands, Dollar Thrifty has been serving value-conscious travelers since 1950. Dollar Thrifty maintains a strong presence in domestic leisure travel in virtually all of the top U.S. and Canadian airports, and also derives a significant portion of its revenue from international travelers to the United States under contracts with various international tour operators. Dollar and Thrifty have approximately 300 corporate locations in the United States and Canada, with approximately 6,000 employees located mainly in North America. In addition to its North American operations, the company maintains global service capabilities through an expansive international franchise network of over 1,250 franchises in 81 countries.

Hertz is the largest worldwide airport general use car rental brand operating from more than 8,200 locations in 146 countries worldwide. Hertz is the number one airport car rental brand in the United States and at 78 major airports in Europe, operating both corporate and licensee locations in cities and airports in North America, Europe, Latin America, Asia, Australia and New Zealand. In addition, the company has licensee locations in cities and airports in Africa and the Middle East.

May 05, 2010

Cleary Gottlieb is representing the Special Committee of the Board of Directors of Interactive Data Corporation in the leveraged buyout of the company by a private equity consortium of Silver Lake and Warburg Pincus. The all-cash merger, which is expected to close by the end of the third quarter, is valued at $3.4 billion and marks the largest financial sponsor LBO of 2010. Each share of Interactive Data will convert into $33.86 at the closing. Pearson plc, the majority stockholder of Interactive Data, approved the transaction by written consent in lieu of a meeting. Four banks have committed to provide debt financing to the consortium of Silver Lake and Warburg.

Interactive Data Corporation provides financial information to subscribers that include thousands of financial institutions and active traders, as well as hundreds of software and service providers.

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.

Mar 19, 2010

Cleary Gottlieb represented Nortel in closing the sale of the optical networking solutions and carrier ethernet switching segments of Nortel’s Metro Ethernet Networks business to Ciena Corporation. The sale includes units in North America, the Caribbean, Latin America, Asia, Europe, the Middle East and Africa and is the third major Nortel sale to close of five major sales approved in Nortel’s insolvency proceedings. The closing took place on March 19.

In November, Ciena emerged as the winning bidder for these assets following a three-day bankruptcy auction held at Cleary Gottlieb, ultimately paying cash consideration of approximately $774 million, subject to working capital adjustments—significantly higher than its stalking horse bid, which included equity consideration.

Nortel has been a client of Cleary Gottlieb for more than 20 years. Cleary Gottlieb is currently acting as U.S. bankruptcy counsel to Nortel and its 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 in a number of recent transactions, including the sale of its CDMA business and LTE Access assets to Telefonaktiebolaget LM Ericsson, which closed in November 2009, and the sale of the Enterprise Solutions business to Avaya, which closed in December 2009. Cleary Gottlieb is also representing Nortel in connection with the sale of its GSM business to Telefonaktiebolaget LM Ericsson and Kapsch Carriercom, which closed on March 31, and the sale of its CVAS Business to GENBAND, which has not yet closed.

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.

Dec 14, 2009

Cleary Gottlieb represented Citi in its agreement with the U.S. government and its regulators to repay U.S. taxpayers for the $20 billion the government holds in TARP trust preferred securities and to terminate the loss-sharing agreement with the government. In order to facilitate this, Citi will issue $17 billion of common stock and $3.5 billion of tangible equity units. The combined offering is the largest public equity offering in U.S. capital markets history. Cleary Gottlieb is underwriters’ counsel on the offerings and is also acting as disclosure counsel to Citi. Following the repayment and upon termination of the loss-sharing agreement, Citi will no longer be deemed to be a beneficiary of “exceptional financial assistance” under TARP.

Citi, a global financial services company with approximately 200 million customer accounts in more than 100 countries, and capital ratios and liquidity among the highest in the industry, provides financial products and services, including banking, investment banking, insurance, securities brokerage and asset management.

Apr 16, 2010

Cleary Gottlieb represented the Republic of Côte d’Ivoire in connection with its recent exchange offer that restructured over 99% of the country’s $2.8 billion Brady bond debt, which had been in default since 2000.

Côte d’Ivoire accepted tenders of six series of defaulted Brady bonds in the exchange offer, consisting of French franc- and U.S. dollar-denominated discount bonds due 2028, front-loaded interest reduction bonds due 2018 and past due interest bonds due 2018, and issued $2.3 billion principal amount of new U.S. dollar-denominated step-up bonds due 2032 in exchange. The offer closed on April 16.

The debt renegotiation and the exchange offer were conducted within the framework of the International Monetary Fund’s and the World Bank’s initiative for Heavily Indebted Poor Countries, and in accordance with the terms of a preliminary restructuring agreement reached with the Private Creditors Coordination Committee (London Club), a group of institutional bondholders, in September 2009.

The exchange offer, which included a 144A offering and an international offering, had several notable features. Due to the rebuilding of Côte d’Ivoire’s institutions in the wake of civil conflict and the resulting absence of reliable macroeconomic data, the offer did not involve the preparation of extensive country disclosure or the issuance of negative comfort letters by counsel. Due diligence for the transaction consisted principally of an investor meeting with representatives of the Republic held in Paris on March 23. The transaction also featured complex mechanics related to the liquidation of the principal and interest collateral. In addition, the exchange offer included exit consents to amend the existing bonds not tendered in the exchange, which were approved at bondholder meetings held at Cleary Gottlieb’s Paris office on April 6. Application will be made to list the new bonds on the Luxembourg stock exchange.

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.

Feb 26, 2010

Cleary Gottlieb represented TPG in connection with its $5.9 billion leveraged acquisition, together with CPP Investment Board Private Holdings and Leonard Green & Partners, of IMS Health Incorporated, which closed on February 26. The deal is one of the largest leveraged buyouts completed since the onset of the financial crisis. Cleary Gottlieb advised TPG on intra-consortium matters and advised the consortium on European competition law matters.

IMS Health Incorporated, headquartered in Norwalk, Connecticut, is the leading global provider of market intelligence to the pharmaceutical and healthcare industries.

Jan 11, 2010

Cleary Gottlieb is representing Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA) in the strategic exchange of its beer operations for 43,018,320 shares of Heineken Holding N.V. and 72,182,203 shares of Heineken N.V., which together constitute a stake of up to 20% in Heineken. Heineken will also assume approximately $2.1 billion in debt and pension liabilities. The total value of the transaction is approximately $7.35 billion, with a portion of the shares to be delivered over the next five years. The signing occurred on January 11 and the transaction is expected to close in the second quarter.

The all-share transaction marks the first time since 1968 that Heineken has issued shares for an acquisition. The transaction will significantly expand Heineken's position in Latin America, particularly in Mexico and Brazil. FEMSA will continue to influence the industry through its right to appoint two non-executive representatives to the Supervisory Board of Heineken and one director of the board of Heineken Holding. In addition, FEMSA will appoint the Chairman of a newly formed Americas Committee within Heineken's Board.

Nov 24, 2009

Cleary Gottlieb represented Tatneft as borrower in a $1.5 billion syndicated pre-export financing. The transaction was commemorated on November 24 by a signing ceremony held in Kazan, the capital of Tatarstan, at which the Prime Minister of Tatarstan, Rustam Minikhanov, and the General Director of Tatneft, Shafagat Takhautdinov, presided. The financing is the largest pre-export financing by a Russian borrower in 2009. The financing was syndicated among a broad 20-member syndicate that included not only major Western banks but also Russian banks that took up roughly one-third of total commitments, with Gazprombank and Bank of Moscow joining as lead arrangers. In addition, the international commodities trader Vitol provided funding while also acting as the offtaker in the transaction. The deal was well over-subscribed. WestLB and Bayerische Hypo-und Vereinsbank (UniCredit) acted as coordinating mandated lead arrangers, and Bank Zenit and Citibank acted as financial advisors to Tatneft.

Tatneft is Russia's sixth largest oil company and has its headquarters and most of its fields located in Tatarstan, a republic of the Russian Federation. This financing will help fund the construction of the Taneco refinery, a new major petrochemical refinery in Nizhnekamsk, Tatarstan, a project of national importance supported by the Russian State. Since 1995, Cleary Gottlieb has represented Tatneft on a wide variety of matters including more than $4 billion of bank financings, capital market transactions, M&A matters and international arbitrations.

Oct 15, 2009

On October 15, Cleary Gottlieb won an important victory for the Republic of Argentina in the Second Circuit Court of Appeals. The Court of Appeals reversed orders of the district court freezing approximately $200 million of pension fund assets located in the United States. The lower court had issued the orders following the public announcement in October of last year that, in response to the global financial crisis, Argentine law was being amended to transfer the administration of the pension fund assets from private entities to the Argentine national security system, ANSES. The law required pension fund assets outside of Argentina to be repatriated to Argentina. The Second Circuit agreed with Cleary Gottlieb's arguments that the social security funds in the United States were not being “used for commercial activity” in the United States, and that therefore the funds are immune from attachment and execution under the U.S. Foreign Sovereign Immunities Act.

Aug 14, 2009

Cleary Gottlieb is advising the creditors steering committee (composed of Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Citigroup Global Markets Limited, HSBC Bank plc, The Royal Bank of Scotland plc and BNP Paribas) of CEMEX, S.A.B. de C.V., in connection with its restructuring of approximately $15 billion of indebtedness. The restructured debt includes over $14 billion of syndicated, bilateral and derivative bank debt (for a total of more than 70 participating banks) and over $850 million of U.S. private placement debt. The restructuring process started in March 2009, the agreements were signed and the transaction closed on August 14.

As of December 31, 2008, the Mexican company CEMEX is the third largest cement company in the world, based on an installed capacity of approximately 95.6 million tons and the largest ready-mix concrete company worldwide, with annual sales volumes of approximately 77.3 million cubic meters. CEMEX primarily engages in the production, distribution, marketing and sale of cement, ready-mix concrete, aggregates and clinker.

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.

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.