Cleary Gottlieb advises many of the largest and most systemically significant U.S. and non-U.S. banking entities in the world on the full range of banking, securities and related regulatory matters. We are actively advising clients on the legislative developments and the unfolding regulatory implementation for financial markets in the United States and Europe, including under the Dodd-Frank Wall Street Reform and Consumer Protection Act, which is widely viewed as the most sweeping legislation regulating the U.S. financial services industry since the Great Depression. We have advised clients on both sides of the Atlantic on virtually every major rescue operation, recapitalization or regulatory transformation arising from the financial crisis, including with respect to the Dodd-Frank Volcker Rule, the new swap dealer and other requirements applicable to derivative markets, Dodd-Frank’s systemic resolution and capital provisions, and the Basel III capital and liquidity rules.
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Our Banking and Financial Institutions Practice
Cleary Gottlieb has been involved in many of the largest, groundbreaking banking transactions in history. They are uniquely positioned to assist clients in navigating the intersection of banking and securities regulations and corporate transactions. They regularly advise financial institutions, bank regulatory authorities, sovereign governments and wealth funds, and leading trade associations in regulatory, capital markets, M&A, litigation and bank restructuring 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.
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.
May 31, 2013
Cleary Gottlieb recently advised Commerzbank in its €2.5 billion rights offering. Shares were offered to the public in Germany and to institutional investors outside of Germany. The transaction closed on May 31.
Commerzbank used the proceeds from this transaction for the repayment in full of the remaining €1.6 billion outstanding under the silent participation that the German Financial Market Stabilization Fund (SoFFin), a German government agency, had provided during the financial crisis, as well as for the repayment of a further silent participation of Allianz totaling €750 million.
In 2011, Cleary Gottlieb advised Commerzbank in €11 billion of capital measures including a rights offering and an issue of mandatory exchangeable notes, with proceeds also used to repay the German government.
May 24, 2013
Cleary Gottlieb was counsel to Deutsche Bank in its public offering of $1,500,000,000 aggregate principal amount of 4.296% Fixed to Fixed Reset Rate Subordinated Tier 2 Notes due 2028. The Lead Book-Running Manager was Deutsche Bank Securities and Co-Managers included a syndicate of 19 banks. The Subordinated Notes priced on May 21. The transaction closed on May 24.
The Subordinated Notes are intended to qualify as Tier 2 regulatory banking capital under the Basel 3 rules on the capital requirements for financial institutions, once they are fully applicable in Germany.
According to Deutsche Bank, the transaction is the first-ever benchmark callable Tier 2 issuance by a bank in the U.S. market.
Deutsche Bank also completed a €3 billion capital increase in April. Cleary Gottlieb also advised the issuer in this common equity transaction.
May 03, 2013
Cleary Gottlieb represented CITIC Securities Company Limited and its wholly-owned finance subsidiary in a US$800 million offering of 2.50% Credit Enhanced Bonds due 2018. This is the inaugural international bond offering of the CITIC Securities group of companies. The Bonds have the benefit of a keepwell deed provided by CITIC Securities and an irrevocable standby letter of credit issued by Bank of China Limited, Macau branch, acting as an external credit enhancement provider. The Bonds were listed on the Stock Exchange of Hong Kong Limited. CITIC Securities International, Bank of China, Citi, HSBC and Standard Chartered Bank served as the Joint Global Coordinators and Joint Lead Managers; CITIC Securities International, Bank of China, Citi, HSBC, Standard Chartered Bank and BofA Merrill Lynch served as Active Joint Bookrunners; and Deutsche Bank, Credit Agricole CIB, J.P. Morgan, Barclays and ABC International served as the Joint Bookrunners of this transaction. The transaction priced on April 26 and closed on May 3.
CITIC Securities is one of the leading full-service investment banks in China. In 2012, it was ranked top in China for investment banking, asset management, sales and trading and brokerage, and had the highest revenue, net profit and total assets among China’s investment banks.
Jul 05, 2012
Cleary Gottlieb represented Oriental Financial Group, a Puerto Rican bank holding company, in connection with its agreement with Banco Bilbao Vizcaya Argentaria to acquire BBVA's Puerto Rico bank and other subsidiaries, for $500 million in cash. In connection with the acquisition Cleary Gottlieb also advised Oriental on a private placement of non-cumulative convertible perpetual preferred stock. Consummation of the acquisition is targeted for the end of 2012, pending regulatory approvals. Oriental expects to raise additional equity to finance the acquisition.
Dec 18, 2012
Cleary Gottlieb acted as counsel to the underwriters, led by joint global coordinators Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and J.P. Morgan Securities LLC, in the U.S. Department of the Treasury’s sale of its remaining 234,169,156 shares of American International Group (AIG) common stock at $32.50 per share. The aggregate proceeds to Treasury from the common stock offering were approximately $7.6 billion. Giving effect to the offering, the Treasury and the Federal Reserve have realized a positive return of approximately $22.7 billion on their commitment to stabilize AIG during the financial crisis.
Feb 08, 2013
Cleary Gottlieb represented Citigroup Inc., in connection with the exchange, and the underwriters, led by UBS Securities LLC, in connection with the public sale, of the last remaining Citi securities held by the U.S. Department of the Treasury. Almost all of Treasury’s TARP investment in Citi was sold through public offerings by the end of 2010. However, under an agreement with the FDIC, Treasury was entitled to receive $800 million Citi trust preferred securities from the FDIC when the final series of Citi FDIC-guaranteed debt matured. On December 28, 2012, that final series of Citi debt matured, and the FDIC transferred $800 million trust preferred securities to Treasury.
In order to increase the marketability of Treasury’s securities, Citi agreed to exchange the $800 million trust preferred securities for $894 million 4.050% Subordinated Notes due July 30, 2022. The exchange took place, and the subordinated notes were issued to Treasury, on February 4. On February 5, the subordinated notes were offered to the public in a secondary offering by Treasury. The public sale priced that same day and closed on February 8. This transaction marks the final exit of Treasury as a holder of Citi securities.
Apr 09, 2013
Cleary Gottlieb represented BPCE in the establishment of a $10 billion medium-term note program. Notes offered pursuant to the program will be offered by BPCE, a French bank. A subset of notes will be guaranteed by the New York Branch of Natixis, a subsidiary of BPCE. Program documentation was signed on April 9.
The notes will be offered in the United States in reliance on (i) the exemption from registration provided by Section 3(a)(2) of the Securities Act, (ii) on reliance on the exemption from registration provided by Rule 144A under the Securities Act, or (iii) pursuant to Regulation S under the Securities Act. The Notes will generally be senior unsecured fixed or floating rate notes. Natixis Securities Americas will serve as the arranger. Barclays Capital, Citigroup Capital Markets, Goldman Sachs, J.P. Morgan Securities, Merrill Lynch, Pierce, Fenner & Smith, Morgan Stanley, and Wells Fargo Securities will serve as dealers.
BPCE is the central body of Groupe BPCE, a leading French mutual banking group. Groupe BPCE was created through the July 2009 combination of the Groupe Banques Populaires and the Groupe Caisse d’Epargne, two leading French mutual banking groups.
Apr 16, 2013
With a decision rendered on April 16, 2013, the Court of Milan rejected all the claims for damages brought by Independent Global Managers SGR against three HSBC companies and several other entities. This is the first Italian decision on the Madoff case and one of the few Italian decisions on prospectus liability.
IGM had contested: (i) the accuracy and completeness of the information contained in the prospectus of the Thema Fund; (ii) the infringement of the EU regulation on harmonized funds (primarily due to the role played by Bernard Madoff and by the companies linked to him); and (iii) the failure to comply with the obligations imposed on the Thema Fund custodian and administrator.
Apr 18, 2013
Cleary Gottlieb represented The Hartford Financial Services Group in various aspects of its recently announced capital management plan. On the debt reduction side of the plan, the first step included its Dutch Auction and Waterfall tender offers for senior debt in an aggregate principal amount of $800 million. Settlement of the tender offers occurred on March 26.
The Hartford’s capital management plan also included the issuance of new long term senior debt. Cleary Gottlieb represented The Hartford in its SEC registered shelf takedown of $300 million principal amount of senior debt. The offering priced on April 15 and closed on April 18.
The Hartford, a Fortune 100 company, is a leading provider of insurance and wealth management services for millions of consumers and businesses worldwide.
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.
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.
May 22, 2013
Cleary Gottlieb represented the underwriters, led by Citigroup Global Markets, Goldman Sachs, JPMorgan Securities and UBS Securities, in American Express' SEC registered shelf takedown of $1 billion principal amount of 1.550% fixed rate notes due 2018 and $850 million principal amount of floating rate notes due 2018. The offering priced on May 15 and closed on May 22.
American Express is a global services company, providing customers with access to products, insights and experiences that enrich lives and build business success. Its principal products and services are charge and credit payment card products and travel-related services offered to consumers and businesses around the world.
Jun 27, 2012
Cleary Gottlieb is representing TPG in the acquisition, together with Leonard Green & Partners, of Savers, a thrift retailer, in a recapitalization transaction. TPG and Leonard Green will own equal stakes in the company.
Savers is the largest for-profit secondhand merchandise retailer in the United States, Canada and Australia. The company purchases clothing from nonprofit organizations such as Easter Seals and the American Cancer Society and resells it to the public through its 270 thrift stores. Tom Ellison, the son of the late Savers founder, William Ellison, will continue to have an equity stake in the company equal to the stake held by TPG and Leonard Green & Partners. The deal is valued at approximately $1.7 billion and the transaction is expected to close in the first week of July.
Nov 01, 2011
Cleary Gottlieb represented Sandler O'Neill & Partners as financial advisor to BankAtlantic Bancorp, in connection with the sale of BankAtlantic Bancorp's wholly owned bank subsidiary, BankAtlantic, to BB&T Corporation. The deal was announced November 1. BB&T will pay approximately a $301 million premium plus net asset value of BankAtlantic at close.
Feb 07, 2012
Cleary Gottlieb is representing Goldman Sachs Asset Management, the asset management arm of Goldman Sachs, in its acquisition of Dwight Asset Management Company, a stable-value money manager, from Old Mutual Asset Management. The transaction was announced on February 7 and is expected to close in the second quarter.
Dwight, based in Burlington, Vermont, is an institutional fixed income asset manager that specializes in stable-value funds for employee benefits plans, with approximately $42 billion in assets under management as of December 31.
Jun 30, 2012
Cleary Gottlieb advised Helaba in the takeover of the core business unit Verbundbank with total assets of about €40 billion from WestLB.
The transaction was signed on June 30, 2012 and forms part of the split-up of WestLB imposed by the European Commission in a state aid ruling.
The Verbundbank acquired by Helaba comprises, among others, central bank and clearing functions for the local savings banks in North Rhine-Westphalia and Brandenburg, as well as corporate loan portfolios, covered bonds (Pfandbriefe) issued by WestLB, and cash management and depot banking functions for customers of WestLB.
Helaba is a German Landesbank with core regions in Hesse and Thuringia, Germany. With approximately 6,000 employees (prior to this transaction), the Helaba Group is one of the largest German Landesbanken.
WestLB was a German Landesbank based in Dusseldorf, Germany. It was owned by the German state of North Rhine-Westphalia, the local associations of savings banks in North Rine-Westphalia and certain other municipal bodies and entities. WestLB is to be transformed into a service and portfolio management provider operating under the name of Portigon, owned by the State of North Rhine-Westphalia alone. Apart from the Verbundbank acquired by Helaba, all other business units of WestLB are to be transferred to, and wound down through, the Erste Abwicklungsanstalt, a public law entity operating under the umbrella of the Federal Financial Market Stabilisation Authority.
Apr 27, 2012
Cleary Gottlieb is advising Groupama SA in the proposed acquisition by Allianz of the brokerage-related activities, excluding transport, of Gan Eurocourtage, a 100% subsidiary of Groupama SA. Both parties announced on April 27 that they have entered into exclusive negotiations.
Groupama is the number one mutual insurance company in France and the eighth largest French insurance company, with more than 16 million members and customers and total premiums of €17.2 billion in 2011. Groupama offers insurance-related services and banking activities for both personal and corporate lines, and operates in all insurance sectors including life, health, property and casualty.
Third insurer in the brokerage sector in France, GAN Eurocourtage is a general damages insurer which benefits from a strong position as an insurer for middle-sized companies.
Allianz is a global leader in insurance and asset management products and services, with approximately 78 million private and corporate customers and total revenues of €103.6 billion in 2011.
Cleary Gottlieb has been ranked in the top tier for financial services and regulatory compliance by Chambers USA since the inception of this category.
North America Equity Issue
(AIG's $20.7 billion follow on)
International Financing Review (2013)
Standout Firm for Finance
(CEMEX's $7 billion debt refinancing)
Financial Times - U.S. Innovative Lawyers Report (2012)
Standout Firm for Litigation
(Setting the strategy in Madoff-related cases)
Financial Times - U.S. Innovative Lawyers Report (2012)
Restructuring Deal of the Year
(Lehman Brothers Chapter 11 proceedings)
International Financial Law Review (2013)
FIG Capital Markets Deal of the Year
(Credit Suisse's $8 billion contingent capital package)
The Banker (2012)
Americas Structured Equity Issue of the Year
(AIG’s sale of $9.5 billion in MetLife securities)
International Financing Review (2012)
EMEA Equity Issue of the Year
(Commerzbank’s €11 billion capital increase)
International Financing Review (2012)
Subordinated Financial Bond of the Year
(Credit Suisse’s Tier 2 Buffer Capital Notes offering)
International Financing Review (2012)
EMEA Restructuring of the Year
(Truvo’s restructuring of €1.5 billion in debt)
International Financing Review (2012)
M&A Deal of the Year
(Dexia’s restructuring and related transactions)
The Deal (2012)
M&A Deal of the Year
(Bank of America’s asset sales)
The Deal (2012)
Standout Firm for Finance
(AIG's re-IPO)
Financial Times' U.S. Innovative Lawyers (2011)
Financial Bond-Subordinated Debt of the Year
(HSBC’s $3.8 billion $25 par capital securities)
International Financing Review (2011)
Americas Equity Deal of the Year
(Bank of America’s preferred share sale of Banco Itaú)
International Financial Law Review (2011)
Americas Restructuring of the Year
(CIT Group)
International Financing Review (2011)
Standout Firm for Financial Services
(Citi's capital raising and TARP repayment)
Financial Times' U.S. Innovative Lawyers (2010)
Americas M&A Deal of the Year
(Barclays' acquisition of Lehman Brothers' assets)
International Financial Law Review (2009)
"‘The impressive team runs like clockwork and knows how to get things done. The firm’s strengths are a deep bench and consistently high-quality client service.’”
Chambers Global (2013)
"‘They are dedicated to us: they offer consistency and have a great work ethic. They are always available.’ ‘Their turnaround time is so rapid, it is amazing. They have a great bedside manner.’"
Chambers USA (2013)
“Much of the team's work has an international flavour, and it attracts prominent multinational clients … ‘The lawyers are always available when we need them and are extremely technically prepared. They pay close attention to keeping the client happy.’”
“The firm's international footprint, as well as its elite reputation, secures the admiration of market sources. ‘A really strong brand.’”
Chambers Europe (2013)
“Cleary Gottlieb’s team provides outstanding service across a broad range of financial matters. The firm houses an impressive team of experienced lawyers and co-ordinates work from its offices in New York, Buenos Aires and São Paulo. The practice group frequently acts for lenders and borrowers. … ‘The firm’s strengths are a deep bench and consistently high-quality client service.’”
Chambers Latin America (2013)
“Cleary’s disputes practice is notable for its successful management of enormously complex cases, involving multiple litigations and arbitrations, often across many borders.”
Latin Lawyer 250 (2013)
“This firm has a strong presence in the USA and Latin America, and is especially well regarded for sponsor-side representations in London and regulatory work in Germany. Its Latin American practice is particularly robust in Brazil and Mexico, with clients here including both financial institutions and borrowers. Many deals feature complex structured elements that straddle banking and finance and the debt capital markets.”
Chambers Global (2012)
“This firm continues to be involved in the most sophisticated matters in the financial services sector. The banking and financial institutions practice group is noted for its masterful understanding of the regulatory landscape, and is regularly appointed on groundbreaking, industry-defining issues. On the transactional front the firm has been particularly active in asset management matters … The firm is equally impressive in enforcement matters … The team is also a fine choice in the broker-dealer space, representing major financial institutions … and industry bodies … in the full range of high-end regulatory matters. … ‘The core team is exceptionally aware of commercial developments.’”
Chambers USA (2012)
“Clients appreciate the high-caliber banking and finance team at Cleary Gottlieb Steen & Hamilton. The partners use their broad experience of various practice areas to offer clients a truly collaborative approach. The firm is best known for its outstanding work with sponsors and it frequently advises on cross-border LBOs, debt buy-backs and exchanges.”
Chambers UK (2012)
“Overall, the firm is commended for its ‘great knowledge of local regulations and international law,’ and its ‘helpful,’ responsive, ‘organized’ and ‘value for money’ advice…. ‘The firm provides the benchmark for which many of its competitors judge themselves against.’”
The Legal 500 Latin America (2012)
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