Feb 01, 2008

Cleary Gottlieb represented the underwriters, led by Kotak Mahindra Capital Company and UBS Securities India, in an initial public offering by Reliance Power Limited of 260,000,000 equity shares listed on the Bombay Stock Exchange and the National Stock Exchange of India. The $2.93 billion offering is the largest IPO in Indian history. The transaction closed on February 1. 

The global offering was made to investors under Regulation S and Rule 144A.

Reliance Power is developing 13 power projects in India with a combined capacity of over 28 gigawatts at a projected cost of $28.5 billion. Reliance Power is an affiliate of the Reliance ADA Group, one of the largest business houses in India, comprising companies in the telecommunications, financial services, media and entertainment, infrastructure, energy and other sectors.

Dec 12, 2007

Cleary Gottlieb advised the sponsor, Deutsche Bank, and the joint bookrunners, Credit Suisse Securities (Europe) Limited, Morgan Stanley Securities Limited and ABN AMRO Rothschild, in the initial public offering by Eurasian Natural Resources Corporation plc of 252,500,000 ordinary shares on the London Stock Exchange. The transaction, one of the first in which Cleary Gottlieb advised on all aspects of a primary London listing of a UK-incorporated company post the adoption of the Prospectus Directive, raised over $2.7 billion, valued the company at approximately $15 billion and was one of the London Stock Exchange’s largest IPOs in 2007. The transaction closed on December 12, 2007.

ENRC is a diversified natural resources group with integrated mining, processing, energy, logistical and marketing operations. The group’s production assets are located primarily in Kazakhstan, where it employs approximately 62,000 people and, in 2006, accounted for 4% of the country’s GDP.

Jun 01, 2008

Cleary Gottlieb represented the initial purchasers, led by Banc of America Securities LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co. and J.P. Morgan Securities Inc., in the Rule 144A/Regulation S offering by E.ON International Finance B.V. of U.S. $2 billion in aggregate principal amount of 5.80% Senior Notes due 2018 and U.S.$1 billion in aggregate principal amount of 6.65% Senior Notes due 2038. The Notes have unconditional Guarantees from the issuer’s parent company, E.ON AG. The offering, one of the largest debt offerings by a European corporate issuer since the onset of the credit crunch, priced on April 15 and closed on April 22.

The offering was E.ON’s first major U.S. capital markets deal and represents a major step in E.ON’s realization of a €60 billion investment program originally announced in 2007. E.ON is a leading European electricity and gas company and the largest industrial company in Germany based on market capitalization. The deal featured an innovative structure in which the Notes and Guarantees are governed by New York law, while the underwriting arrangements are subject to German law. The on-going turmoil in the international credit markets posed significant additional challenges for everyone involved in the deal.

Jul 01, 2008

Cleary Gottlieb represented Rexel S.A. in its sale to Sonepar S.A. of assets, entities and operations of Hagemeyer N.V. The sale followed Rexel's successful €3.1 billion tender offer for Hagemeyer. Cleary Gottlieb also represented Rexel in the concurrent sale of Rexel Germany to Sonepar and (along with local counsel) acquisition of Sonepar Sweden from Sonepar. Rexel received aggregate proceeds (including debt transferred) of approximately €1.7 billion from the deals.

Rexel and Sonepar had agreed in October 2007 to enter into the deals, subject to the launch and successful completion by Rexel of a tender offer for Hagemeyer. The tender offer, in which Cleary Gottlieb represented Rexel, successfully closed on March 14.

The transferred Hagemeyer entities are located in the United States, Australia, Sweden, Mexico, Canada, China, Singapore, Thailand, Malaysia, Austria, Switzerland and Northern Germany (consisting of six branches). The divestitures were preceded by several reorganizations. The final deal closed on June 30.

Rexel is based in France. It is the leading worldwide distributor of low and ultra-low voltage electrical products. Rexel has a presence in 34 countries, over 34,800 employees and 2007 pro forma sales of €14.3 billion. Cleary Gottlieb represented the underwriters in Rexel’s IPO in 2007.

Nov 30, 2007

Cleary Gottlieb represented Petroliam Nasional Berhad (Petronas) in its acquisition of FL Selenia S.p.A. from affiliates of Kohlberg Kravis Roberts & Co. The deal values FL Selenia at €1.1 billion, on a debt- and cash-free basis. The agreement was signed on September 20, and the transaction closed on November 30, after receiving regulatory clearances.

FL Selenia is Europe’s largest independent producer and marketer of branded automotive lubricants and other functional fluids. Based in Italy, it has operations across Europe, South America and the United States.

Petronas is a Malaysian state-owned oil and gas corporation. Its business spans the full spectrum of oil and gas operations, both in Malaysia and worldwide, including upstream oil and gas exploration and production, downstream oil refining, marketing and distribution of petroleum products, trading, gas processing and liquefaction, gas transmission pipeline network operations, marketing of liquefied natural gas, petrochemical manufacturing and marketing, shipping, and property investment.

Oct 12, 2007

Cleary Gottlieb represented Citigroup Global Markets Limited as sole global coordinator and sole bookrunner, as well as Commerzbank AG and Landesbank Baden-Wuerttemberg as co-lead managers, in centrotherm photovoltaics AG’s €185 million initial public offering. The offering consisted of a public offering in Germany and an international private placement with institutional investors outside Germany and the United States. The shares began trading on the Frankfurt Stock Exchange October 12.

centrotherm photovoltaics is a technology and services provider for manufacturers of solar cells and solar silicon. Headquartered in Blaubeuren, Germany, the company employs around 100 people.

Sep 28, 2007

Cleary Gottlieb represented Deutsche Bank AG, acting through its London Branch, Marathon Master Fund Ltd, Marathon Special Opportunity Master Fund Ltd, Woodson Investments Ltd and Dolphin Opportunity Fund II, L.P. as indirect shareholders of Empresa Distribuidora y Comercializadora Norte S.A., in a share exchange with Pampa Holding S.A. Pampa Holding issued 480 million new shares to the investors in exchange for 100% of the shares of Dolphin Energía, S.A. and IEASA, S.A., which together indirectly own 51% of Edenor. The deal closed on September 28.

Edenor is Argentina’s largest power distributor.

Pampa Holding is Argentina's largest integrated private sector energy company.

May 15, 2007

Cleary Gottlieb won dismissal of an interim relief measures request by Gas Intensive S.p.A. against ENI subsidiary Trans Tunisian Pipeline Company Ltd. before the Milan Court of Appeal on May 15, 2007. Gas Intensive, a consortium of Italian industrial manufacturers, had requested interim relief measures for its exclusion by TTPC from its procedure of allocating natural gas transport capacity on its international gas pipeline. Gas Intensive alleged that the exclusion was an "abuse of a dominant position" by TTPC.

The Court agreed with Cleary Gottlieb that it lacked jurisdiction in rejecting the interim measure request.

May 14, 2007

Cleary Gottlieb won the dismissal of antitrust claims brought by the Federal Trade Commission against Equitable Resources, Inc. relating to Equitable’s proposed acquisition of The Peoples Natural Gas Company. Arthur Schwab of the United States District Court for the Western District of Pennsylvania granted the motion to dismiss on May 14.

Judge Schwab accepted the defendant’s argument that the proposed transaction is immune from antitrust scrutiny under the state action immunity doctrine because the Pennsylvania Public Utility Commission closely regulates the parties and the proposed transaction.

Apr 30, 2007

Cleary Gottlieb represented Empresa Distribuidora y Comercializadora Norte S.A. in its $376 million initial public offering. The IPO consisted of 303,295,900 Class B shares sold in an international offering and 81,208,416 Class B shares sold by the Edenor employee stock participation program in an Argentine offering. In addition, the underwriters exercised an option to purchase 57,706,040 Class B shares to cover over-allotment. The IPO, under which Edenor offered 49% of its outstanding capital stock, priced on April 25 and closed on April 30.

The offering priced at $17 and the shares traded up on their first day of trading to close at $18.60. Citigroup and JPMorgan were the lead underwriters for the international offering, and Raymond James was the lead underwriter for the Argentine offering. The shares are listed on the NYSE under the symbol "EDN."

The IPO represents an important milestone in Edenor’s recovery process following the Argentine economic crisis of 2001. In September 2005, a group of investors led by Grupo Dolphin, a leading Argentine private equity group, acquired a controlling stake in Edenor, following which Edenor successfully restructured all of its $537 million of defaulted debt, in April 2006, and Edenor’s parent holding company, Electricidad Argentina S.A., successfully restructured substantially all of its $96 million of defaulted debt, in June 2006. Cleary Gottlieb represented Grupo Dolphin and its co-investors in the 2005 acquisition, and both Edenor and EASA in their respective debt restructurings.

Edenor is the largest electricity distributor in Argentina and one of the largest electricity distributors in Latin America. Edenor holds an exclusive concession to distribute electricity to the northwest of the greater Buenos Aires metropolitan area and the north of the City of Buenos Aires, an area comprising a total of 4,637 square kilometers and a population of approximately seven million people.