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Leveraged and Acquisition Finance
Overview
United States
Latin America
Europe
Russia
Asia
Rest of World
Overview
Cleary Gottlieb is a pioneer and global leader in leveraged and acquisition finance transactions. We advise on financings relating to primary LBOs, secondary buy-outs, public bids, private acquisitions, public to private and exit financings. From its beginnings in the United States, Cleary Gottlieb has been active in all the various financing techniques, including senior, mezzanine, second lien and subordinated debt, secured and unsecured financing, bridge financing, vendor financing, real estate financing, asset backed financing, project and infrastructure financing, structured financing, high yield bonds, IPO financing and equity financing.
Since the onset of the credit crunch in 2007, Cleary Gottlieb has been closely involved with post credit crunch developments, including advising newly established credit funds, purchasers of portfolios of LBO debt from underwriters, amending LBO structures and assisting arrangers of LBO financings to develop innovative approaches to syndicating LBO debt committed prior to the onset of the credit crunch. We also have considerable experience in margin loans and dealing with trigger events. An international firm from its creation, Cleary Gottlieb is a worldwide single partnership with a long tradition of creating new financial products and adapting financial products to new markets across the globe.
Partners in the global finance practice work on leveraged and acquisition finance transactions from offices in Beijing, Brussels, Buenos Aires, Frankfurt, Hong Kong, London, Milan, Moscow, New York, Paris, Rome and Washington. We are able to execute leveraged finance transactions governed by the laws of Belgium, England & Wales, France, Germany, Hong Kong, Italy, Russia and the United States (New York).
Cleary Gottlieb understands that markets change rapidly and that lawyers working on a leveraged finance transaction need to understand all components of the capital structure, as well as the alternatives that can be included in the structure at the last minute. Our lawyers have expertise in more than one product and we believe our clients benefit from that flexibility.
Clients of the firm’s finance practice include private equity firms such as TPG, Hellman & Friedman, First Reserve, BC Partners and Warburg Pincus, as well as arrangers including Citigroup, Goldman Sachs, Deutsche Bank, UBS, BNP Paribas and numerous corporate issuers around the world.
United States
In the United States, Cleary Gottlieb has been counsel in three of the four largest-ever completed leveraged buyouts. LBOs to date in 2011 include Primedia and Nexeo/Ashland for TPG; Rural/Metro and Triton Container for Warburg Pincus and RehabCare for Kindred Healthcare. Other assignments include 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, the largest financial sponsor LBO in 2010; TPG in its $5.9 billion leveraged acquisition of IMS Health, one of the largest LBOs completed since the onset of the financial crisis; TPG in its acquisition of, and related debt and equity financing for, insurance industry software provider Vertafore, and TPG and its investment funds in the debt and equity financings for its investment in Valerus Compression Services. Beyond the pre-LBO market we assisted Ports America and its shareholder, Highstar Capital, in the amendment to Ports America’s financing arrangements in connection with its successful bid for a 50-year concession to operate and develop the Seagirt Marine Terminal at the Port of Baltimore in 2009; and Alpha Natural Resources in the financing of its $8.5 billion acquisition of Massey Energy Company in 2011. Following the onset of the financial crisis, our team advised the Federal Reserve Bank of New York on projects relating to the provision of liquidity to financial institutions and the market, as well as key U.S. government actors on various matters in connection with the bankruptcy of Lehman Brothers and other related market problems.
Working closely with our bankruptcy experts, we are advising creditors, investors and debtors worldwide in numerous refinancings and restructurings of debt obligations. The firm is consistently involved in precedent-setting buyouts, including the $27.5 billion acquisition of Alltel, the largest-ever completed telecommunications buyout, and the subsequent $28.1 billion sale of Alltel to Verizon; the $27.8 billion acquisition of Harrah’s Entertainment, the largest-ever LBO in the entertainment industry; the $4.5 billion acquisition of Bausch & Lomb; and the $11.4 billion acquisition of Biomet, the largest U.S. private equity buyout structured as a tender offer in over 20 years. In 2005, we advised on the $5.1 billion acquisition of Neiman Marcus, one of the first covenant lite deals and which introduced the PIK toggle to the LBO market; and, as counsel to the lenders, Goldman Sachs and the other arrangers, the $36 billion financing package for the acquisition of Equity Office, the largest real estate transaction in history.
Drawing on the firm’s historic strength in structured finance and other related areas, Cleary Gottlieb had the know-how to execute LBOs from the beginning. Instrumental in the creation of the mortgage-backed securities market, including advising on the first collateralized mortgage obligation, we helped establish the markets for collateralized loan obligations and collateralized bond obligations as vehicles offering investors exposure to using leveraged loans and high yield bonds. Similarly, we advised on the first CLO and on the first securitization of a portfolio of leveraged debt issued in the private placement market.
Today, our lawyers regularly advise private equity investors and their portfolio companies, corporate acquirors and financial institutions in all aspects of financing for acquisitions and leveraged buyouts.
Latin America
In addition to our long standing role as counsel to sovereign issuers in Latin America, such as Argentina, Uruguay, Mexico and the Dominican Republic, Cleary Gottlieb has extensive experience in finance transactions for Latin American corporate issuers, private equity investors, financial institutions arranging bank financing and underwriters in the international markets. In Mexico, we have participated in numerous restructurings, including on the creditor committee side for CEMEX, Controladora Comercial Mexicana, Demet, GRUMA, Grupo IUSA, Grupo Iusacell and Vitro, and on the debtor side for Grupo Cementos de Chihuahua and SANLUIS Corporación. We also recently advised Grupo Bimbo in the $2.3 billion financing of its acquisition of Weston Foods; Banco Inbursa, Institución de Banca Múltiple, Grupo Financiero Inbursa and Inmobiliaria Carso in a $250 million financing of The New York Times Company; the underwriter in $500 million, $1.25 billion and €350 million high yield notes offerings by CEMEX Finance, and a bank syndicate in $1.5 billion in secured financing to Americas Mining Corporation, a subsidiary of Grupo México, to fund AMC’s plan of reorganization for its U.S. copper unit, ASARCO. In Brazil, we have advised Petrobras in numerous transactions, including a $7 billion notes offering by its finance subsidiary Petrobras International Finance Company (PIFCo), the largest-ever bond issue for a Brazilian company, and the preceding $7 billion bridge loan facility between PIFCo and various international banks; and the ad hoc creditors committees in the recent restructurings of Aracruz Celulose (now Fibria) and Independência. In Argentina, we advised numerous issuers and lenders in the wake of Argentina’s 2002 debt crisis and, more recently, Deutsche Bank in refinancings for Capex and Empresa Distribuidora de Electricidad de Mendoza (EDEMSA). In Chile, we have represented Empresa Nacional del Petróleo (ENAP) as borrower in several loans, including three concurrent bilateral term loan facilities totaling $300 million.
Europe
Cleary Gottlieb has advised European issuers and their underwriters in financing transactions since the development of the eurodollar markets in the mid-1970’s, so it followed that our London and Frankfurt offices would be involved in the first high yield offerings by European companies: Tag Heuer in 1995 and Geberit in 1997. We were counsel to Goldman Sachs as underwriter of one of the first sterling denominated high yield bond offerings, by Energis in 1999. Cleary Gottlieb has experience of U.S. and Euro style bridge and mezzanine financings, such as the English law mezzanine bridge and New York law governed take out securities for the acquisition of Debenhams in 2004 and the financing for the acquisition of Canary Wharf. Since the onset of the financial crisis in 2007 Cleary Gottlieb has been involved in some of the largest refinancing transactions including the €3.93 billion loan and €2.7 billion bond financing for Wind in November 2010.
As well as providing excellent English and New York law advice, Cleary Gottlieb has lawyers with leveraged finance expertise able to advise on Belgian, French, German and Italian law matters. In the UK, the firm’s lawyers have advised TPG in connection with financing its acquisition of UK fashion retail chain Republic, obtaining committed senior bank and private high-yield financing for its bid in 2010 for Pets at Home, and financing aspects of the proposed bid for assets of Anheuser-Busch InBev, a beverages company with assets in Central and Eastern Europe in 2009. We advised Gartmore in its covenant lite financing in 2007 and pre-IPO refinancing in 2009. We also acted as counsel to a consortium in arranging the financing for a take private bid for Iberia, the Spanish airline, and advised the lenders on the financing of the £3.2 billion acquisition of EMI Group by Terra Firma Capital Partners. We advised the buyer on the financing aspects of the management buyout of International Asset Management, a 100% subsidiary of ABN Amro (Fortis), and the London and New York teams advised the bid consortium in the proposed $11 billion takeover of Qantas Airways Limited. In 2010, the firm’s German lawyers represented Goldman Sachs as a lender in the restructuring of the original €3.6 billion Karstadt real estate financing from 2006 in connection with the sale of the insolvent Karstadt Warenhaus GmbH to investor Nicolas Berggruen. The firm’s German lawyers had previously advised Goldman Sachs in 2006 and 2008 on the disbursement and restructuring of this financing. We also represented Rexel in its €3 billion acquisition of Hagemeyer and in its related refinancing. In 2011, the Paris office was counsel to Bridgepoint and Eurazeo in connection with the acquisition financing of Foncia. The firm’s Paris lawyers further assisted Gecina in connection with its €500 million club deal financing, Accor in connection with the negotiation of new financing arrangements for Edenred, including a €900 million club deal financing, a €600 million bridge-to-bond financing and €600 million bilateral back-up facilities, Faurecia in connection with a credit facility agreement and a securitization for its acquisition of EMCON Technologies, and counsel to BC Partners in arranging staple-financing for its sale of Picard Groupe in 2010. Our Italian offices have assisted Mediobanca in connection with the purchase of an equity interest in Ferretti, the Italian yacht maker, and the related restructuring of its senior, second lien and mezzanine debt and Terex Corporation, a leading global equipment manufacturer, in the financing of the acquisition of the port equipment business of Fantuzzi Industries and restructuring of its indebtedness, both in 2009. The firm's Italian lawyers further assisted Lafarge in connection with a senior secured vendor financing relating to the disposition of its Italian operations in 2008.
Beyond traditional European LBO markets, and in addition to its vibrant bond offering practice, Cleary Gottlieb has a leading practice advising on exchange offers and other balance sheet management transactions including the 2009 transactions for ESCADA, Weather Investments and Publicis and both 2010 high yield bond offerings for Belgium’s leading cable operator Telenet, a listed subsidiary of Liberty Global International. The firm has also advised clients on innovative financing including "forward start facilities" for clients such as ArcelorMittal. In 2008, we also advised Henkel in the €2.6 billion senior debt financing of its £2.7 billion acquisition of the adhesives and electronic and engineering materials businesses of Imperial Chemical Industries.
Russia
From its start in 1991, Cleary Gottlieb has pioneered and established a leading Russian practice working on the largest and most complex Russian capital markets and financing transactions. Cleary Gottlieb’s lawyers have advised Evraz, Russia’s largest steel producer on the financing of its $4.03 billion acquisition of IPSCO Tubulars from SSAB Svenskt Stål AB and Rusal, Russia’s largest aluminum company, in its $4.5 billion syndicated loan to fund its acquisition of a 25% plus 1 share stake in Norilsk Nickel in 2008.
Asia
Our Asian offices have been involved in leveraged finance transactions for LBOs, such as Korea First Bank and the bid for the Jinro in 2005. Cleary Gottlieb also advised on some of the debut high yield structures in Asia, such as the high yield bond offering issued by Hynix Semiconductor, also in 2005. More recently, our Asian offices advised the bidders on the financing for the $1.6 billion public to private bid for United Test and Assembly Center which was the largest LBO financing for a Singaporean company and the second jumbo covenant lite financing in Asia (the first being for the proposed Qantas LBO on which Cleary Gottlieb also advised).
Emerging Markets
In the expanding emerging markets, Cleary Gottlieb has unparalleled experience advising management, investors and lenders on a wide array of leveraged transactions. We also have significant experience in structuring and negotiating layers of senior and subordinated debt financing for such transactions too. Our lawyers have advised Reliance Communications, the leading Indian telecommunications company, on the approximately $20 billion financing of the proposed merger with MTN, of South Africa, to create the largest emerging markets mobile phone operator. In 2011 we advised African Minerals in a dis-intermediated secured debt financing for its iron ore project in Sierra Leone.
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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.
Oct 31, 2012
Cleary Gottlieb represented long-standing client Corporación Nacional del Cobre de Chile (“Codelco”), a Chilean state-owned company that is the world’s largest copper producer, in refinancing a $1.87 billion acquisition loan. Cleary Gottlieb also represented Codelco in the original transaction which settled a dispute between Codelco and Anglo American plc (“Anglo”) relating to certain Anglo copper interests in Chile known as Anglo American Sur (“Sur”) and in the negotiation of a new partnership between Codelco, Anglo and their respective partners, Mitsui & Co. (“Mitsui”) and Mitsubishi Corporation (“Mitsubishi”).
The original transaction followed a months-long legal battle between Codelco and Anglo over Codelco’s announced intention to exercise an option to acquire a 49% stake in Sur financed by Mitsui and by Anglo’s subsequent sale of a 24.5% stake to Mitsubishi. The parties entered into definitive documentation on August 23, 2012. The first stage of the acquisition closed on August 24, 2012 and a secondary stage closed on September 14, 2012.
Under the terms of the transaction, a Codelco and Mitsui joint venture company controlled by Codelco acquired 29.5% of Sur for a total of $2.8 billion. Codelco funded its portion of the purchase price with a $1.87 billion acquisition loan from Mitsui. On October 31, 2012, Codelco and Mitsui entered into an agreement to refinance the $1.87 billion loan with a $875 million loan with a 3.25% fixed interest rate and a 20-year amortization. In connection with the refinancing, Codelco agreed to sell to Mitsui the equivalent of a 4.5% stake of Sur.
Jan 14, 2013
Cleary Gottlieb represented CPP, a portfolio company of Warburg Pincus, in connection with its new $700 million credit facility. The financing was provided by a syndicate of banks with UBS as agent, and consisted of a $415 million senior secured first lien term loan B facility, a $100 million senior secured first lien revolving facility and a $185 million senior secured second lien term loan facility. A portion of the proceeds were used to finance CPP's acquisition of ESCO Corporation's Turbine Technologies Group, which closed simultaneously with the financing.
Mar 19, 2013
Cleary Gottlieb represented Bausch & Lomb in the financing of a new “Holdco” senior unsecured term loan facility. The $700 million term loan facility closed on March 19. The proceeds of the new facility, together with a $100 million revolver borrowing under Bausch & Lomb’s existing credit facilities, were used to finance a $772 million dividend payment to Bausch & Lomb’s shareholders and a separate payment to certain option holders. These transactions were completed in connection with the planned IPO of Bausch & Lomb, to occur later this year.
Bausch & Lomb was founded in 1853 and is one of the best-known and most respected healthcare companies in the world, with products available in more than 100 countries.
May 25, 2012
Cleary Gottlieb assisted Vivendi in the negotiation of a new €1.5 billion revolving credit facility agreement with a 5-year maturity, signed on May 25.
The bank syndicate was composed of 15 banks: ANZ Bank, Bank of America, The Bank of Tokyo-Mitsubishi UFJ, Barclays Bank, BNP Paribas, Citibank International, Crédit Agricole Corporate and Investment Bank, Crédit Mutuel CIC (acting through Banque Fédérative du Crédit Mutuel & Crédit Industriel et Commercial), HSBC, JPMorgan Chase, Lloyds TSB, Mizuho Corporate Bank, Natixis, The Royal Bank of Scotland, and Société Générale.
This new facility refinances two existing credit lines totaling €2.7 billion, which were maturing within the next 15 months and will also enable Vivendi to maintain its average debt maturity at more than four years.
Apr 30, 2013
Cleary Gottlieb represented Citi Venture Capital International, a global private equity investment fund, in its investment and recapitalization of SourceHOV Holdings, a leading provider of Business Process Outsourcing and Knowledge Process Outsourcing solutions. CVCI’s investment was used to redeem the ownership interests of Apollo Global Management and certain minority holders of SourceHOV and to recapitalize SourceHOV’s existing debt. HOVS, a founding investor, maintained its interest as an equity partner with CVCI. The acquisition closed on April 30.
Oct 12, 2011
Cleary Gottlieb represented long-standing client Corporación Nacional del Cobre de Chile (“Codelco”), a Chilean state-owned company that is the world’s largest copper producer, in the arrangement of $6.75 billion in financing from Mitsui & Co. (“Mitsui”), a Japanese trading company. The purpose of the financing is to ensure that Codelco has the necessary financing available to exercise its option (if it elects to do so) to acquire up to 49% of the shareholding of Anglo American Sur S.A. (“Sur”), a wholly-owned subsidiary of Anglo American plc (“Anglo”). The parties entered into definitive documentation in a signing ceremony in Santiago, Chile on October 12, 2011.
Under the terms of the financing, Mitsui (or a subsidiary of Mitsui) will lend up to $6.75 billion to a wholly-owned subsidiary of Codelco to finance Codelco’s exercise of its option over Sur’s equity. The parties have also entered into an agreement which grants the borrower the right to settle part of the bridge loan with an indirect 50% interest in the Sur equity acquired by Codelco, based on a pre-determined value for the 49% interest in Sur of approximately $9.76 billion.
Codelco holds the right, exercisable every three years (with the next window opening in January 2012) to purchase up to 49% of the equity of Sur. Sur owns and operates certain properties in Chile, including the Los Bronces and El Soldado copper mines, the Chagres smelter and the Los Sulfatos and San Enrique Monolito prospects.
In addition to the financing transaction and as part of a broader relationship between Codelco and Mitsui, the two parties entered into sales contracts for the sale by Codelco to Mitsui of 30,000 tons of refined copper per year at market prices.
Oct 14, 2010
Cleary Gottlieb is representing Weather Investments, the mobile telecommunications company led by Egyptian businessman Naguib Sawiris, in its combination with Russian carrier VimpelCom in a transaction that will create the world fifth-largest mobile telecommunications carrier with $21.5 billion in pro forma net operating revenues.
Sawiris and Weather's other shareholders will receive 325,639,827 newly issued VimpelCom common shares (NYSE: VIP) representing a 20% economic interest in the enlarged VimpelCom group and $1.8 billion in cash, and will also retain certain assets to be demerged from the Weather group of companies.
Following the issuance of the new VimpelCom shares to Weather, Norwegian telecommunications group Telenor will hold 31.7% of the economic rights in VimpelCom and Altimo Holdings & Investments, a company controlled by Russia's Alfa Group, will hold 31.4%, with minority shareholders representing 17%.
VimpelCom is the second largest mobile phone operator in Russia and the largest operator in Ukraine, and also has a portfolio of telecom assets in the CIS countries and Southeast Asia. Weather's key assets include the Italian wireless carrier Wind Telecomunicazioni and a 51.7% stake in Egypt-based Orascom Telecom, which in turn holds telecom assets throughout the Middle East and Africa as well as Canada. Weather's Greek asset Wind Hellas Telecommunications was excluded from the deal.
On closing of the transaction, expected to occur in the first quarter of 2011 subject to certain conditions, VimpelCom will become the fifth largest mobile platform in the world by subscribers, with operations in 20 countries in Europe, Asia, Africa and North America.
The transaction also includes a significant financing component, with new debt raisings, refinancings and consent solicitations set to launch during the fourth quarter of this year and for which VimpelCom and Weather have received highly confident letters. The financing process is expected to include raising approximately $2.0-2.5 billion in debt, and is expected to continue to use the ring-fenced financing structures at Wind and Orascom Telecom.
Jan 29, 2011
Cleary Gottlieb is currently representing Alpha Natural Resources, Inc. in its $8.5 billion acquisition of Massey Energy Company. Under the terms of the agreement, Massey stockholders will receive, at the closing, 1.025 shares of Alpha common stock and $10.00 in cash for each share of Massey common stock. The transaction, which was announced on January 29, is expected to close later this year pending receipt of stockholder approvals of both companies and regulatory clearances.
The combined company will bring together Alpha's and Massey's highly complementary assets, which include more than 110 mines and combined coal reserves of approximately 5 billion tons, including one of the world's largest and highest-quality metallurgical coal reserve bases.
Alpha Natural Resources is one of America's premier coal suppliers with coal production capacity of greater than 90 million tons a year. Among U.S. producers, Alpha is the leading supplier and exporter of metallurgical coal used in the steel-making process and is a major supplier of thermal coal to electric utilities and manufacturing industries across the country.
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 21, 2009
Cleary Gottlieb represented Grupo Bimbo, S.A.B. de C.V. (Grupo Bimbo) in its acquisition of Weston Foods, Inc., the U.S. bakery division of George Weston Limited, for U.S.$2.38 billion and its acquisition of related financial assets for U.S.$125 million. The transaction closed on January 21, 2009.
Seven banks financed the transaction through a U.S.$1.9 billion dual currency term facility with a three-year tranche, a five-year tranche and a U.S.$900 million dual currency one-year bridge facility that is expected to be taken out in the local bond market. A substantial portion of the commitments were funded in Mexican Pesos, requiring Grupo Bimbo to engage in foreign exchange transactions in between funding and payment to George Weston Limited on the day of closing. This is the largest cross-border acquisition financing in recent months in Latin America.
Grupo Bimbo, which is among the world’s largest baking companies in terms of production and sales volume, has more than 80 plants and 800 distribution centers located in 18 countries throughout the Americas, Europe and Asia. Grupo Bimbo produces over 5,000 products and its direct distribution networks comprise more than 36,500 routes and 96,000 employees.
As a result of this transaction Bimbo Bakeries USA (BBU), Grupo Bimbo’s consolidated U.S. operation, becomes one of the largest baked-goods companies in the country, with a leading position in bread, buns, sweet baked goods and cakes. BBU’s brand portfolio now includes Arnold, Bimbo, Boboli, Brownberry, Entenmann’s, Francisco, Freihoffer’s, Marinella, Mrs Baird’s, Oroweat, Stroehmann, Thomas’ and Tia Rosa.
Jan 28, 2008
Cleary Gottlieb represented an investment consortium consisting of Apollo Management and Texas Pacific Group (TPG) in its approximately $27.8 billion leveraged buyout of Harrah’s Entertainment, the world's largest gambling operator by revenue. Harrah's agreed to be acquired by Apollo and TPG for $90 per share in an all-cash deal, which included the assumption of $10.7 billion in debt. The acquisition was announced on December 19 and closed on January 28, 2008.
Apollo is a recognized leader in private equity, debt and capital markets investing. Long-time Cleary Gottlieb client TPG is a private investment partnership that currently has more than $30 billion of assets under management.
Jan 09, 2009
Cleary Gottlieb represented TPG Capital and GS Capital Partners in connection with the sale of Alltel Corporation to Verizon Wireless. Verizon Wireless paid approximately $5.9 billion for the equity of Alltel and assumed approximately $22.2 billion of Alltel’s debt, net of cash. The transaction was announced on June 5, 2008, and closed on January 9. The U.S. Department of Justice approved the transaction in October 2008, the Federal Trade Commission approved it in early November 2008 and the Federal Communications Commission in early December 2008.
Verizon Wireless is the joint venture of Verizon Communications and Vodafone. The sale of Alltel increased the number of Verizon Wireless customers to more than 83.7 million, making it the largest wireless carrier in the country. Approximately 2.1 million of those customers are in markets that will be divested by Verizon Wireless in the coming months, as required by the DOJ and the FCC as a condition of the merger approval. The sale took place just over a year after TPG Capital and GS Capital Partners acquired Alltel.
TPG Capital is a leading private investment firm with more than $50 billion of capital under management. GS Capital Partners is The Goldman Sachs Group, Inc.’s private equity vehicle and a global leader in corporate equity investing.
Sep 25, 2007
Cleary Gottlieb represented 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 18, 2006.
Biomet is an Indiana-based company that designs, manufactures and markets orthopedic devices such as artificial knees and hips.
Feb 14, 2007
Cleary Gottlieb represented Goldman Sachs, Bear Stearns and Bank of America in the approximately $30 billion financing of the acquisition of Equity Office Properties Trust by The Blackstone Group, the largest real estate transaction in history and one of the largest leveraged buyouts in history. The financing was divided into a senior and eight mezzanine components, which collectively were secured by real property, joint venture interests and other collateral. Cleary Gottlieb also represented Goldman Sachs in connection with a related bridge equity investment.
Equity Office Properties Trust was the nation's largest publicly traded office building owner, with total portfolio consisting of whole or partial interests in more than 590 buildings comprising over 105 million square feet of office space in major metropolitan areas.
Corporate Finance Group of the Year
Law360 (2011)
Best Syndicated Loan of the Year, Latin American Loan of the Year
(Grupo Bimbo’s acquisition financing for Weston Foods)
LatinFinance (2010), International Financing Review (2010)
Best Trade Finance Deal of the Year
(América Móvil’s loan from China Development Bank)
LatinFinance (2010)
Telecom Deal of the Year
(TPG’s acquisition of Alltel)
Investment Dealers Digest (2007)
Latin American Loan of the Year, Syndicated Loan of the Year and Corporate Finance Deal of the Year
(Financing of CVRD’s acquisition of Inco)
International Financing Review, LatinFinance, Latin Lawyer (2007)
“This firm offers a highly integrated team of lawyers with various specialisations, which allows it to handle a wide range of transactions within the financial markets sector. ‘We appreciate the team's clear and prompt response, as well as its ability to collaborate with colleagues in other jurisdictions.’”
"[Cleary also] offers a highly integrated banking and finance practice, bringing together a team of lawyers with various specialisations. Recent mandates have centred on acquisition finance, leveraged finance and restructurings."
Chambers Europe (2013)
“Cleary Gottlieb has had a busy year handling various acquisition finance transactions, and continues to enjoy a strong practice representing leading private equity firms, while also increasing its profile among new upcoming firms. … ‘Keen understanding of both the legal and commercial underpinnings of the debt market.’ ‘Great lawyers who are on top of everything and always a pleasure to work with.’”
Chambers USA (2012)
“[The firm’s] ‘excellent, knowledgeable, extraordinarily responsive and pragmatic’ team has an excellent reputation for sponsor-side acquisition, allied to the firm’s strong private equity credentials.”
The Legal 500 U.S. (2012)
“Clients are impressed by the lawyers’ depth of knowledge, and their ability to pre-empt issues. … ‘Absolutely top-tier – you don’t get much better than these uniformly excellent lawyers.’ … ‘[They provide] efficient, constructive advice of an extremely high standard.’”
Chambers Global (2010)
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