Feb 27, 2013

Cleary Gottlieb represented Aerostar Airport Holdings, LLC, a joint venture of Highstar Capital and Grupo Aeroportuario del Sureste (ASUR), in the 40-year lease to operate the San Juan Luis Muñoz Marin (“SJU”) International Airport as a public-private partnership, approved by the Federal Aviation Administration. The approval paves the way for SJU to become the first major airport in the United States run by a private operator under the FAA’s Pilot Privatization Program, which was signed into law in 1996. Aerostar will now begin to move forward with its plan to invest nearly $1.4 billion over the 40-year life of the lease to transform SJU into a world-class airport gateway. Cleary Gottlieb is also representing Aerostar connection with the financing for the concession.

SJU is the Caribbean’s busiest airport, handling more than 8.4 million passengers in fiscal year 2012. Aerostar expects at least 1,500 direct and indirect construction-related jobs to be created through its near-term capital investment program, which will be one of Puerto Rico’s largest construction projects. The transaction will create approximately 2,100 near-term direct jobs, once jobs in landscaping, cleaning and maintenance are included.

ASUR is a Mexican airport operator with concessions to operate, maintain and develop the airports of Cancún, Mérida, Cozumel, Villahermosa, Oaxaca, Veracruz, Huatulco, Tapachula and Minatitlán in the southeast of México.

Highstar Capital is an independently owned and operated private equity firm with an operationally focused, value-added strategy. Based in New York, the firm was founded in 1998. Since 2000, the Highstar Team has managed approximately $7.6 billion on behalf of its managed funds and co-investors, including investments in energy infrastructure, environmental services infrastructure, infrastructure, and transportation infrastructure.

Sep 17, 2012

On September 17, CEMEX successfully completed the refinancing of its Financing Agreement, dated as of August 14, 2009 (as amended), comprising approximately $7 billion of bank and private placement debt.

Cleary Gottlieb advised the steering committee of CEMEX’s largest bank creditors, including Banco Bilbao Vizcaya Argentaria, Banco Santander, BNP Paribas, Bank of America Merrill Lynch, Citigroup Global Markets, HSBC Bank, J. P. Morgan Chase Bank and The Royal Bank of Scotland, which together represented approximately 50% of the exposures under the 2009 debt. In addition, Cleary Gottlieb represented the structuring agents on the exchange offer and consent solicitation pursuant to which the transaction was completed.

The transaction employed a novel structure whereby participating creditors that originally held bank loans under syndicated facilities governed by both English and New York law, promissory notes governed by either New York law or both New York and Mexican law, and/or private placement notes extinguished their prior debts pursuant to a deed, in exchange for $6.2 billion in new similar debt instruments maturing in 2017 or, at their option and subject to pro ration in certain circumstances, $500 million in new 9.5% senior secured notes due 2018. Approximately 100 creditors participated in the transaction, resulting in an exchange of approximately 92.7% of the 2009 debt.

The transaction was unusual because it included a consent solicitation of creditors that eliminated certain creditor protections from non-participating creditors, a technique traditionally employed in capital markets liability management transactions. It also included an early bird priority allocation mechanism which was built-in to ensure that investors that wanted more liquid instruments would be able to obtain them.

As of December 31, 2011, the Mexican company CEMEX is one of the largest cement companies in the world, based on annual installed cement production capacity of approximately 94.8 million tons, and the largest ready-mix concrete company worldwide, with annual sales volumes of approximately 55 million cubic meters million cubic meters. CEMEX primarily engages in the production, distribution, marketing and sale of cement, ready-mix concrete, aggregates and clinker.

Cleary Gottlieb has been counsel in a number of CEMEX related matters, including as counsel to the bank steering committee in connection with the 2009 Financing Agreement and, since 2009, as counsel to initial purchasers in connection with the issuance of approximately $7 billion in high yield bonds and convertible notes.

Feb 24, 2011

Cleary Gottlieb is representing Warburg Pincus and Vestar Capital Partners in their purchase of a controlling interest in Triton Container International Limited from Triton Investments Limited, a Pritzker Family business interest. The transaction was announced on February 24 and is expected to close in the second quarter of 2011.

Since its founding in 1980, Triton has grown to become the world’s largest owner-lessor of marine intermodal cargo containers. Triton operates in 42 countries, on six continents, through 17 subsidiary offices, with agents and a network of more than 200 independent depots worldwide.

Jun 17, 2011

Cleary Gottlieb represented Chilean government agency Corporación de Fomento de la Producción (CORFO) in the sale of approximately 29% of the total outstanding shares of Aguas Andinas. CORFO had held its interest through Class B shares that were converted to Class A shares for sale to the public. The offering was made in Chile and to international investors in reliance on Rule 144A and Regulation S. The offering launched on May 26, priced on June 14 and closed on June 17 pursuant to a special auction conducted on the Santiago Stock Exchange.

Aguas Andinas is the largest water and sewage company in Chile and one of the largest private water and sewage companies in South America in terms of revenue and customers. Inversiones Aguas Metropolitanas, or IAM, controls 50.1023% of the total outstanding shares of Aguas Andinas. IAM is controlled by Sociedad General de Aguas de Barcelona, which in turn is controlled by Suez Environnement, a publicly traded French company. Aguas Andinas did not receive any proceeds from the offering.

Jan 23, 2008

Cleary Gottlieb represented Lafarge S.A., the world leader in building materials, in its acquisition of Orascom Building Materials Holding S.A.E. (Orascom Cement) from Orascom Construction Industries S.A.E., an Egyptian construction and building materials group founded by the Sawiris family, for $15 billion (including assumed debt), or €10.2 billion. Orascom Cement is an emerging markets cement leader, with number-one positions in Egypt, Algeria, the United Arab Emirates and Iraq, and with strategic positions in other growth markets in Africa and Asia including Saudi Arabia, Syria and Turkey. The transaction was entered into on December 9, 2007 and closed on January 23, 2008.

The purchase price is being financed by €6 billion in debt and the issuance, through a reserved capital increase, of 22.5 million new Lafarge ordinary shares at a price of €125 per share for a total capital increase of €2.8 billion, to NNS Holding Sàrl, a holding company owned by Nassef Sawiris and his family, which owns 60% of Orascom Construction Industries. Through this investment, NNS Holding will become an 11.4% shareholder of Lafarge, and Nassef Sawiris will be entitled to appoint two members of Lafarge’s board of directors.

Feb 18, 2011

Cleary Gottlieb is representing long-time client Lafarge S.A. in relation to its proposed 50:50 joint venture with Anglo American PLC to combine their cement, aggregates, ready-mixed concrete, asphalt and contracting businesses in the United Kingdom, comprising Lafarge's UK operations in Lafarge Cement UK, Lafarge Aggregates and Concrete UK, and Anglo American's Tarmac business, in Tarmac Limited. The transaction was announced on February 18, and is expected to close later this year pending regulatory approvals. Both Lafarge's UK operations and Tarmac will continue to operate independently until obtaining such approvals.

The joint venture will create a significant UK construction materials company with a portfolio of established assets drawing on a complementary geographical distribution of operations and a series of well-known brands. The 2010 combined sales of the two businesses amounted to £1.8 billion with a combined EBITDA of £210 million.

Cleary Gottlieb has previously advised Lafarge in connection with its $15 billion acquisition of Orascom Building Materials Holding S.A.E. in 2008, its €1 billion+ capital increases in 2003 and 2009, and its first SEC-registered bond offering totalling $2 billion in 2006.

Nov 20, 2009

Cleary Gottlieb represented Deutsche Bank and Morgan Stanley as joint global coordinators and joint bookrunners and BNP Paribas as joint bookrunner in the offering of 62.5 million new shares of HeidelbergCement and approximately 57.2 million existing shares from the holdings of certain shareholders of HeidelbergCement.

The offering consisted of a private placement to qualified institutional investors of new shares (Reg S and 144A) and existing shares (Reg S only) of HeidelbergCement and a subsequent public rights offering of the new shares, each at an offer price and subscription price, as the case may be, of €37 per share. The first closing of the institutional offering took place on September 25, comprising approximately 93.5 per cent of the total number of shares sold. The remaining 6.5 per cent allocated to investors in the private placement subject to claw-back reflected the approximately 7.8 million new shares for which subscription rights were not assigned to the joint global coordinators prior to the first closing of the institutional offering. Approximately 7.7 million of these shares were subscribed for in the rights offering and, thus, were ultimately not available to investors in the institutional offering. The remaining 0.1 million shares were delivered to investors in the institutional offering in a deferred settlement on October 9, 2009.

The transaction does not only implement an innovative offering structure, with a total volume of €4.4 billion it is also the largest equity offering in Germany in recent years. The €2.3 billion capital increase also marks one of the largest rights offerings in Germany in more than five years and the third largest capital increase outside the financial sector in Europe in 2009 to date.

HeidelbergCement is the global market leader in aggregates and a prominent player in the fields of cement, concrete and other downstream activities, making it one of the world’s largest manufacturers of building materials. The company employs some 57,000 people at 2,600 locations in around 40 countries.

Mar 16, 2009

Cleary Gottlieb is representing Ports America, the largest U.S.-based operator of port facilities, and its shareholder, Highstar Capital, in the establishment of a joint-venture and related financing arrangements in connection with Ports America’s successful bid for a 50-year concession to operate and develop the outer harbor terminal at the Port of Oakland, the fifth largest port in the United States. The concession was awarded on February 20 to Ports America Outer Harbor Terminal LLC, a joint-venture company between Ports America and Terminal Investment Limited, a company affiliated with Mediterranean Shipping Company S.A., the world’s second largest container shipper.

Apr 15, 2011

Cleary Gottlieb is advising Dangote Cement in its $300 million investment in a quarrying and cement facility project in the Republic of Congo. The project includes assistance to Dangote Cement in the drafting and negotiation of a framework agreement for the quarry operations and the construction of an international class cement facility.

Dangote Cement is a subsidiary of the Dangote Group. It is a fully integrated cement company and has projects and operations in Nigeria, Benin and Ghana with a total existing production and import capacity of 14 million tonnes per annum and new production projects in development with 11.1 million tonnes per annum additional capacity.