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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.
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.
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.
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.
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.
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).
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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Corporate Finance Group of the Year
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)
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)