A pioneer to the global practice of law, Cleary Gottlieb opened its Paris office in 1949 before almost any of our peers. As a result, we are often referred to as “the most American of French law firms.” One of the top practices in France, Cleary Gottlieb has in-depth and recognized expertise in corporate, tax, securities and antitrust law as well as in litigation and arbitration. We offer our clients premier knowledge of local law as well as a unique cross-border expertise that makes us unmatched in handling matters involving the law of multiple jurisdictions.
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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.
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 25, 2013
Cleary Gottlieb represented BPCE in a $750 million offering of senior unsecured notes issued under BPCE’s $10 billion US Medium Term Note Program ($250 million of 1.700% Notes due 2016, $500 million of Floating Rate Notes due 2016). Barclays Capital, Citigroup Global Markets, Merrill Lynch, Pierce, Fenner & Smith, and Natixis Securities Americas acted as dealers in the transaction, which closed on April 25.
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.
Jan 16, 2013
Cleary Gottlieb’s client OAO Tomskneft has successfully challenged enforcement in France of an international arbitral award obtained by Yukos Capital S.a.r.l. in 2007 in New York.
On January 16, 2013, the Paris Court of Appeal overruled an ex parte exequatur order because due process had been violated during the arbitration. The Court concluded that Tomskneft did not receive a number of significant communications necessary to its ability to defend itself in the arbitration, including procedural orders, the transcript of the hearing, and the order declaring the proceedings closed. The Court held that Tomskneft’s failure to participate in the proceedings – based on its belief that there was no valid agreement to arbitrate – did not relieve the arbitrator from his duty to inform Tomskneft of all aspects of the proceedings. The Court of Appeal further ordered Yukos Capital to pay a portion of Tomskneft’s legal fees.
Under the ICC award, Tomskneft was held in default under three loan agreements totaling 4.35 billion Russian rubles (approximately $140 million), which it was ordered to pay together with interest of 9% per year and 0.1% per day. Courts in Russia previously declined to enforce the award on the same due process grounds, and they have declared the underlying loan agreements void.
Because the Paris Court of Appeal ruled in Tomskneft’s favor on due process grounds, it did not reach other defenses invoked by Tomskneft, including that there was no valid arbitration agreement, that enforcement of the awards would violate French public international order because the loan agreements on which they rested were an integral part of Yukos Oil’s tax fraud scheme, and the addition of daily interest was illegal.
Apr 17, 2013
Cleary Gottlieb represented Kering (former PPR Group) in the decision to list the shares of Groupe FNAC on Euronext Paris. The meeting of the shareholders of Kering, called for June 18, will decide upon the distribution of Groupe FNAC shares to all of Kering’s shareholders in the form of an additional dividend. The listing decision was announced on April 17 and trading in the shares of Groupe FNAC on Euronext Paris should start on June 20.
Groupe FNAC is a European leader in the retail distribution of cultural, entertainment and electronic products.
May 16, 2012
Cleary Gottlieb represented the French Strategic Investment Fund in its acquisition of a 26% stake in Eramet from Areva. The acquisition closed on May 16 for the sale price of €776 million payable partly in cash and partly in shares of French publicly listed companies.
FSI signed a shareholders agreement with Sorame and Ceir, holding companies of the Duval family.
Eramet is a global leader in the production of nickel and manganese and a strategic supplier on specific high value-added markets in the field of special alloys and superalloys. Historically present in New Caledonia, Gabon, and France, the Group is pursuing ambitious development projects in various other geographical areas.
FSI is committed to support Eramet’s development strategy for its historical activities as well as the Group’s future transformative projects.
Apr 17, 2013
Cleary Gottlieb represented Crédit Agricole in a $1.4 billion offering of three tranches of Senior Unsecured Notes issued under Crédit Agricole's $20 billion US Medium Term Note Program ($500 million of 1.65% Notes due 2016, $500 million of Floating Rate Notes due 2016 and $400 million of 2.125% Notes due 2018). The transaction, which closed on April 17, 2013, and was managed by Credit Agricole Securities (USA), Deutsche Bank, J.P. Morgan and Morgan Stanley.
Crédit Agricole is the lead bank of the Crédit Agricole Group, a major French banking group and one of the leading banking groups in the world.
Mar 11, 2013
Cleary Gottlieb represented Ivanhoé Cambridge in a €1 billion joint investment with Blackstone in debt secured by Gecina shares. On March 11, 2013, Ivanhoé Cambridge and Blackstone entered into limited partnership agreements in relation to a joint investment through various Canadian and Luxembourg entities in (i) the debt of certain Gecina shareholders secured by pledges over their Gecina shares and (ii) Gecina shares.
Ivanhoé Cambridge and Blackstone have already invested approximately €1 billion in such debt through this investment structure (as of March 11, 2013). In particular, they now hold more than 60% of the debt (secured by Gecina shares) of Alteco Gestión y Promoción de Marcas and Mag-Import, two of the three largest Gecina shareholders, which are both currently in insolvency proceedings in Spain.
Gecina is a French real estate investment company (so-called “SIIC”) listed on Euronext Paris, and one of the leading French real estate groups. It owns, manages and develops property holdings worth €11 billion as of December 31, 2012.
Ivanhoé Cambridge is a Canadian real estate subsidiary of “Caisse de dépôt et placement du Québec” (one of Canada's leading institutional fund managers) and operates in real estate investment, development, asset management and building operations. It holds assets in more than 20 countries worth more than Cdn$30 billion as of December 31, 2011.
Blackstone is one of the world’s leading investment and advisory firms. Its businesses include the management of private equity funds, real estate funds, hedge fund solutions, credit-focused funds and closed-end funds, as well as various financial advisory services.
Nov 16, 2012
Cleary Gottlieb acted as counsel to the issuer in connection with Crédit Mutuel-CIC Home Loan SFH's offering of $1 billion 1.500% New York Law Covered Bonds due 2017. The bonds were offered in the United States under Rule 144A and outside the United States under Regulation S. The transaction, which closed on November 16, 2012, was managed by Barclays, BNP Paribas, Citigroup, Goldman, Sachs & Co. and J.P. Morgan.
The CM11-CIC Group is a leading player in the banking sector in France, providing a full range of banking and financial services to its customers including retail banking, insurance, financing and market, private banking and private equity.
Sep 25, 2012
Cleary Gottlieb acted as counsel to the underwriters in connection with Total Capital International’s SEC-registered offering of $500,000,000 0.750% notes guaranteed by Total S.A. due 2016 and $1,000,000,000 2.700% notes guaranteed by Total S.A. due 2023. The transaction, which closed on September 25, was managed by BofA Merrill Lynch, Goldman, Sachs & Co., HSBC, Credit Agricole CIB and Societe Generale.
TOTAL is the fifth largest publicly-traded integrated oil and gas company in the world and a major actor in the chemicals business, with operations in more than 130 countries on five continents.
Jun 05, 2012
Cleary Gottlieb represented Michigan-based auto-parts maker Delphi Automotive in connection with its binding option to acquire France-based FCI Group’s Motorized Vehicles Division (MVL) for €765 million on a cash and debt-free basis (approximately $972 million at current exchange rates).
MVL is owned by affiliates of U.S. private equity firm Bain Capital and is a leading global manufacturer of automotive connection systems with a focus on high-value, leading technology applications. This transaction will boost Delphi’s presence in the automotive safety equipment market and expand its footprint in Asia.
Feb 08, 2013
Cleary Gottlieb represented JCDecaux in connection with its inaugural €500 million offering of bonds bearing interest at 2.00% and maturing on February 8, 2018. The bonds are listed on the regulated market of NYSE Euronext in Paris. This international offering launched and priced on February 4 and closed on February 8.
This offering was led by BNP Paribas, HSBC Bank and Société Générale as Joint Lead Managers and Barclays Bank, CM-CIC Securities, Crédit Agricole Corporate and Investment Bank, Mitsubishi UFJ Securities International and Natixis as Co-Lead Managers.
JCDecaux is the first largest outdoor advertising specialist in the world, the market leader in Europe and number one in Asia Pacific.
Aug 03, 2012
Cleary Gottlieb represented Vallourec in connection with its €400 million offering of bonds bearing interest at 3.25% and maturing on August 2, 2019. The bonds are listed on the regulated market of NYSE Euronext in Paris. The offering, consisting of two private placements, launched and priced on July 30, 2012 and closed on August 3, 2012.
This offering was led by Barclays, Crédit Agricole CIB, HSBC and Natixis as Lead Managers.
Vallourec is a world leader in premium tubular solutions primarily serving the energy markets, as well as other industrial applications.
Nov 04, 2011
Cleary Gottlieb represented Lafarge in the sale of its European and South American gypsum operations.
Following an open bid process, Lafarge announced on July 14 that it entered into exclusive negotiations with Etex Group for the sale of its European and South American gypsum assets at an enterprise value of 1 billion euros. Under the agreement, Lafarge received (i) net cash proceeds of approximately 850 million euros and (ii) a 20% interest in the new partnership, which combined the European and South American gypsum activities of both groups.
Lafarge’s European and South American Gypsum division manufactures gypsum wallboard and other gypsum-based products such as plaster, joint compounds, and plaster blocks. In 2010, this division generated consolidated sales of 895 million euros and EBITDA of 115 million euros.
The transaction closed on November 4, 2011.
Lafarge is the world leader in building materials, with top-ranking positions in all of its businesses: Cement, Aggregates & Concrete and Gypsum.
Etex Group is an industrial group with headquarters in Belgium that produces and markets high-quality building materials and systems.
Mar 08, 2012
Cleary Gottlieb advised BNP Paribas in its sale of a 28.7% stake in Klépierre to Simon Property Group for €1.524 billion. The deal was announced on March 8.
This deal is part of BNP Paribas' adaptation plan to increase its common equity Tier 1 ratio by 100bp to reach 9% on a fully-loaded Basel 3 basis by January 1, 2013. The disposal of 28.7% of Klépierre's share capital will generate a capital gain of approximately €1.5 billion for the Group and will contribute 32bp to this target.
Simon Property Group's acquisition will bring together Klépierre's expertise and European presence with the strengths of the largest commercial real estate company in the United States. BNP Paribas, which has supported Klépierre throughout its development, will own 22.2% of the capital after the deal, and plans to remain a significant shareholder in the company. Therefore, BNP Paribas has committed to keeping this entire stake for at least one year.
Jan 14, 2011
On January 14, 2011, our client Nexans, the French company that is the worldwide leader in the cable and cabling systems industry, entered into an agreement with the Chilean manufacturing company Madeco, settling an ICC arbitration that Madeco had commenced against Nexans in July 2009. The dispute centered around the post-closing purchase price adjustment for the February 2008 transaction under which Nexans purchased Madeco’s cable and wire business in South America. The settlement resulted in a reduction of the purchase price paid by Nexans in the amount of US$14,885,000.
Most Innovative U.S. Law Firm in Europe
International Financial Law Review (2011 and 2013)
"Highly Recommended" firm in French Competition Law
Global Competition Review (2012)
Top Two Global Competition Review Elite Firm
Global Competition Review (2011, 2012)
European Legal Team of the Year
Legal Week’s British Legal Awards (2009, 2010, 2012)
Behavioral Matter of the Year - Europe
(HarperCollins and Hachette in EU e-book settlement)
Global Competition Review (2013)
M&A Deal of the Year (Over $100 Million)
(Delphi Automotive's €765 million acquisition of FCI Group's MVL Division)
Crain's Detroit Business (2013)
#2 in French M&A
mergermarket, 2012 Rankings (Value)
European M&A Deal of the Year
(PartnerRe’s acquisition of Paris Re)
International Financial Law Review (2010)
French Law Firm of the Year
International Financial Law Review (2008)
“Versatility is one of the keys to the success of this first-rate team. All its lawyers work in associated practices such as capital markets, financing and restructuring, incorporating their expertise in these areas in their corporate work. The group focuses on public and private transactions between French companies. ‘Excellent, a really top-level firm. The quality is consistent across the board.’”
“The French outpost of this top US firm frequently represents banking, pharmaceutical and oil and gas clients in complex litigation and arbitrations. It also regularly advises governments around the world.”
Chambers Europe (2013)
“Admiring feedback from all sides reflects this U.S. firm’s continuing and undisputed membership of the M&A elite. Sources enthuse about this sizeable group’s breadth and depth of practice, and its ability to bring serious gravitas to a case. ‘The best U.S. firm on the market for corporate and M&A, offering a great depth of practice.’ ‘Doing an excellent job across the board.’”
Chambers Europe (2012)
“The French office of this international firm enjoys a worldwide reputation for its M&A work, although it offers the full range of services to a client base that includes high-profile names... The Paris office handles truly international matters and is widely considered a regional hub when it comes to complex cross-border capital markets transactions. Of late Cleary’s France-based lawyers have been increasingly visible on matters relating to Africa and the Middle East, particularly in the projects and energy sectors.”
Chambers Global (2011)
“This dispute resolution practice is viewed as one of the top players in Paris, thanks to its ‘excellent arbitration team and top-class litigators.’ The group benefits from the firm’s strong international network… Commentators confirm that ‘the firm’s international profile is a major draw,’ and particularly praise the partners for ‘anticipating their clients’ needs.’”
Chambers Europe (2011)
“‘They do superb [equity] work, they're present on all the major transactions and they’re really the leader in the markets. There's no question that Cleary should be a tier one firm.’”
IFLR 1000 (2011)
“Cleary Gottlieb Steen & Hamilton LLP demonstrates ‘high technical expertise,’ the team’s outstanding reputation in transactional tax matters is due to ‘excellent tax technicians’ who produce a ‘constant high quality of work.’”
Tax Directors Handbook (2010)
“This global powerhouse is renowned for handling high-end equity deals and in particular disclosure work for complex transactions. The team also advises on high-end niche derivatives work as it arises. Clients fall broadly into three categories: investment banks as underwriter counsel, blue-chip and other major French corporations, and financial institutions.”
Chambers Global (2010)
“The broad corporate practice at this firm has considerable expertise in high-end private equity transactions. Much of the group's recent work has involved debt restructuring for existing clients. It has also advised funds in areas such as infrastructure, a sector to which investment has been returning more quickly than to other parts of the market. Clients have enthusiastic praise for the department, which is ‘outstanding technically’ and puts ‘strong, integrated teams in place for each deal.’”
Chambers Europe (2010)
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