Cleary Gottlieb represents a diverse range of international and domestic companies and financial institutions in not only the largest mergers and acquisitions, but also many first-of-their-kind transactions that raise standards and set precedents in industries globally. We excel in domestic M&A transactions in the United States, Europe, Latin America and Asia, and our unparalleled experience and unified global practice heighten our ability to seamlessly handle cross-border transactions. Most of our M&A partners globally are rated as leaders in their field by authoritative external commentators and publications such as Chambers and The American Lawyer. Our teams in the United States, Europe and Asia have deep knowledge of local law and business custom and a peerless global reputation for handling headline transactions across the full array of industries.
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Nov 27, 2011
Cleary Gottlieb is acting as counsel to the Ministry of Oil of the Republic of Iraq in connection with the Basrah Gas Company project, a joint venture between South Gas Company (an Oil Ministry affiliate), and affiliates of Royal Dutch Shell and Mitsubishi Corporation. The transaction agreements were signed on November 27, 2011.
The purpose of the 25-year project is to gather and process associated natural gas that is produced at three giant oil fields near Basrah, in the southern part of Iraq. Currently, most of the associated gas is flared due to a lack of processing capacity, resulting in significant environmental damage and economic waste. The problem will become more acute as oil production from the fields is increased – studies show that associated gas production from the three fields could increase from its current level of 700 million standard cubic feet per day to over 2 billion standard cubic feet per day.
Under the transaction agreements, the parties will create a new company, Basrah Gas Company, in which South Gas Company will hold a 51% interest, Shell 44% and Mitsubishi 5%. BGC will process associated gas from the three fields, extracting liquids such as condensate, propane and butane for sale in Iraq and for export. The remaining dry natural gas will be used in Iraq, primarily to product electric power. If the volume of gas produced is greater than domestic requirements, BGC may construct a Liquefied Natural Gas plant or other export facilities. The total investment requirement is currently estimated at $17 billion.
Nov 04, 2011
Cleary Gottlieb is representing Sony on its acquisition of Ericsson’s 50 percent stake in Sony Ericsson Mobile Communications AB, making the mobile handset business a wholly-owned subsidiary of Sony. As part of the transaction, Ericsson will receive a cash consideration of €1.05 billion.
The transaction will provide Sony with a broad IP cross-licensing agreement and ownership of five essential patent families and will give Sony an opportunity to rapidly integrate smartphones into its broad array of network-connected consumer electronics devices.
Sep 30, 2011
Cleary Gottlieb is representing Family Dollar Stores in its entry into an agreement pursuant to which Trian is withdrawing its unsolicited $7.7 billion takeover proposal and accepting standstill restrictions in exchange for Family Dollar's agreement to have a designee of Trian serve on the board of directors for the next two fiscal years. Following the announcement of Trian's unsolicited proposal earlier this year, Cleary Gottlieb has been advising the board of directors of Family Dollar on the adoption of a stockholder rights plan and its decision to reject Trian's proposal.
Oct 27, 2011
Cleary Gottlieb is representing The Coca-Cola Company (“Coca-Cola”) in connection with its $360 million proposed acquisition of Great Plains Coca-Cola Bottling Company, which is the fifth largest independent bottler of Coca-Cola products in the United States and services an area covering a large portion of Oklahoma and Northwest Arkansas. The transaction is expected to close at the end of the year, subject to regulatory approval. The execution of the merger agreement was announced October 27, 2011.
Sep 02, 2011
Cleary Gottlieb represented Bank of America in its sale of approximately 13.1 billion H shares of China Construction Bank for an aggregate sale price of approximately $8.3 billion. The transaction was signed on August 29, 2011 and closed on September 2, 2011.
Cleary Gottlieb previously represented Bank of America in its 2005 acquisition of an approximately 8.5% interest in CCB, which was the single largest foreign investment ever in a Chinese company, in its 2008 exercise of an option to acquire an additional approximately 10.9% interest in CCB and its subsequent sales of CCB’s shares and share rights in 2009 and 2010, respectively.
Jun 06, 2011
Cleary Gottlieb is representing Goldman Sachs in the sale of Litton Loan Servicing to Ocwen Financial Corporation for approximately $264 million. The transaction was announced on June 6, 2011 and is expected to close in the third quarter.
Ocwen is a leading provider of residential and commercial loan servicing, special servicing and asset management services. Litton is a mortgage servicing company based in Houston, Texas and specializes in loss mitigation and default management for residential loans. The transaction will result in the acquisition by Ocwen of a servicing portfolio of approximately $41.2 billion in unpaid principal balance of primarily non-prime residential mortgage loans and Litton's servicing platform.
Jun 30, 2011
Cleary Gottlieb is representing Nortel Networks on the Section 363 bankruptcy sale of its residual patent assets through a bankruptcy auction to a consortium consisting of Apple, EMC, Ericsson, Microsoft, Research In Motion and Sony for $4.5 billion, an increase of $3.6 billion from Ranger Inc.’s original stalking horse bid for these assets. The sale results from a four day auction that took place in Cleary Gottlieb’s New York office from June 27 through June 30. A joint hearing before courts in the United States and Canada is set to be held on July 11 to formally approve the sale. Nortel has been a client of Cleary Gottlieb for more than 20 years. The firm is currently acting as U.S. bankruptcy counsel to Nortel and affiliates in their U.S. Chapter 11 proceedings, which are closely coordinated with proceedings in Canada, the United Kingdom and France. Cleary Gottlieb has represented Nortel on its prior Section 363 bankruptcy auction sales, including the:
- sale of its wireless infrastructure assets to Ericsson for $1.13 billion (November 2009);
- sale of its global Enterprise Solutions business to Avaya for a total of $915 million (December 2009);
- sale of its Optical Networking and Carrier Ethernet businesses to Ciena for $774 million (March 2010);
- sale of its GSM/GSM-R business in Europe and Taiwan to Ericsson and Kapsch CarrierCom for $103 million (March 2010);
- sale of its Carrier VoIP and Application Solutions to GENBAND for $282 million (May 2010); and
- sale of its Multiservice Switch business to Ericsson for $65 million (September 2010).
Oct 06, 2010
Cleary Gottlieb represented TPG in its acquisition of a 35% non-controlling interest in Creative Artists Agency (CAA), the world’s leading entertainment and sports agency. CAA represents many of the most successful professionals working in film, television, music, sports, video games, theatre, and the Internet, and provides a range of strategic marketing and consulting services to corporate clients. As part of the transaction, the managing partners of CAA entered into new, long-term employment agreements, and three TPG professionals, including co-founder Jim Coulter, joined a restructured CAA board. CAA and TPG also announced a commitment to create a $500 million pledge fund, providing access to significant capital for future investments.
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.
Apr 26, 2010
Cleary Gottlieb is representing Dollar Thrifty Automotive Group in its acquisition by Hertz Global Holdings, Inc. The transaction was announced on April 26 and is subject to customary closing conditions and regulatory and other approvals.
Through its Dollar Rent A Car and Thrifty Car Rental brands, Dollar Thrifty has been serving value-conscious travelers since 1950. Dollar Thrifty maintains a strong presence in domestic leisure travel in virtually all of the top U.S. and Canadian airports, and also derives a significant portion of its revenue from international travelers to the United States under contracts with various international tour operators. Dollar and Thrifty have approximately 300 corporate locations in the United States and Canada, with approximately 6,000 employees located mainly in North America. In addition to its North American operations, the company maintains global service capabilities through an expansive international franchise network of over 1,250 franchises in 81 countries.
Hertz is the largest worldwide airport general use car rental brand operating from more than 8,200 locations in 146 countries worldwide. Hertz is the number one airport car rental brand in the United States and at 78 major airports in Europe, operating both corporate and licensee locations in cities and airports in North America, Europe, Latin America, Asia, Australia and New Zealand. In addition, the company has licensee locations in cities and airports in Africa and the Middle East.
Mar 19, 2011
Cleary Gottlieb is representing América Móvil, S.A.B. de C.V. in its acquisition of 100% of the operations in Honduras and El Salvador of Digicel Group Limited and its affiliates. The deal also involved the sale of América Móvil’s operations in Jamaica to Digicel. The completion of the transaction is subject to governmental and regulatory approvals in Honduras, El Salvador and Jamaica, among other conditions, and is expected to occur during the second quarter of 2011.
América Móvil is the leading provider of wireless services in Latin America, with 225 million wireless subscribers and 51.5 million fixed revenue generating units in the Americas (as of December 31, 2010). Cleary Gottlieb has advised América Móvil since its founding in 2000 on a wide variety of matters, including a number of acquisitions throughout Central America, South America and the Caribbean.
Sep 27, 2010
Cleary Gottlieb represented Hewlett-Packard, the computer industry giant, in its acquisition through a cash tender offer of 3PAR Inc., a leading global provider of utility storage. In mid-August, shortly after Dell Inc. entered into a merger agreement to acquire 3PAR for $18.00 per share, HP submitted a competing bid at $24.00 per share for all outstanding shares of 3PAR. Following HP's announcement, Dell increased its offer; HP then launched a competing tender offer at $27.00 per share. After multiple rounds of bidding, HP prevailed at a price of $33.00 per share, and signed a merger agreement with 3PAR on September 2. The tender offer for all shares of 3PAR is valued at approximately $2.35 billion. The tender offer expired on September 24, and HP exercised the top-up option provided for under the merger agreement and closed a short-form merger with 3PAR on September 27.
Jan 29, 2011
Cleary Gottlieb is currently representing Alpha Natural Resources, Inc. in its $8.5 billion acquisition of Massey Energy Company. Under the terms of the agreement, Massey stockholders will receive, at the closing, 1.025 shares of Alpha common stock and $10.00 in cash for each share of Massey common stock. The transaction, which was announced on January 29, is expected to close later this year pending receipt of stockholder approvals of both companies and regulatory clearances.
The combined company will bring together Alpha's and Massey's highly complementary assets, which include more than 110 mines and combined coal reserves of approximately 5 billion tons, including one of the world's largest and highest-quality metallurgical coal reserve bases.
Alpha Natural Resources is one of America's premier coal suppliers with coal production capacity of greater than 90 million tons a year. Among U.S. producers, Alpha is the leading supplier and exporter of metallurgical coal used in the steel-making process and is a major supplier of thermal coal to electric utilities and manufacturing industries across the country.
Jan 11, 2010
Cleary Gottlieb is representing Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA) in the strategic exchange of its beer operations for 43,018,320 shares of Heineken Holding N.V. and 72,182,203 shares of Heineken N.V., which together constitute a stake of up to 20% in Heineken. Heineken will also assume approximately $2.1 billion in debt and pension liabilities. The total value of the transaction is approximately $7.35 billion, with a portion of the shares to be delivered over the next five years. The signing occurred on January 11 and the transaction is expected to close in the second quarter.
The all-share transaction marks the first time since 1968 that Heineken has issued shares for an acquisition. The transaction will significantly expand Heineken's position in Latin America, particularly in Mexico and Brazil. FEMSA will continue to influence the industry through its right to appoint two non-executive representatives to the Supervisory Board of Heineken and one director of the board of Heineken Holding. In addition, FEMSA will appoint the Chairman of a newly formed Americas Committee within Heineken's Board.
Nov 09, 2010
Cleary Gottlieb represented Grupo Bimbo and its U.S. subsidiary, BBU, Inc., in the acquisition of Sara Lee Corporation’s North American Fresh Bakery business for an enterprise value of $959 million. The acquisition includes a royalty-free perpetual license to the Sara Lee® brand in fresh bakery products in the Americas, Asia, Africa and Eastern and Central European countries, as well as a portfolio of regional brands. The transaction, which is subject to regulatory approvals, was announced on November 9 and is expected to close in 2011.
Sara Lee NAFB operates 41 plants and close to 4,800 distribution routes, and employs approximately 13,000 associates in the United States. Grupo Bimbo's combined U.S. businesses will employ more than 28,000 associates, operate 75 plants and distribute its products through more than 13,000 routes, with estimated pro forma sales of $5.8 billion in 2010.
In January 2009, Cleary Gottlieb represented Grupo Bimbo in the $2.5 billion acquisition of Bimbo Foods, Inc. (formerly Weston Foods, Inc.) and the related financing.
Oct 14, 2010
Cleary Gottlieb is representing Weather Investments, the mobile telecommunications company controlled by Egyptian magnate Naguib Sawiris, in its combination with Russian carrier VimpelCom in a transaction that will create the world fifth-largest mobile telecommunications carrier with $21.5 billion in pro forma net operating revenues.
Sawiris and Weather's other shareholders will receive 325,639,827 newly issued VimpelCom common shares (NYSE: VIP) representing a 20% economic interest in the enlarged VimpelCom group and $1.8 billion in cash, and will also retain certain assets to be demerged from the Weather group of companies.
Following the issuance of the new VimpelCom shares to Weather, Norwegian telecommunications group Telenor will hold 31.7% of the economic rights in VimpelCom and Altimo Holdings & Investments, a company controlled by Russia's Alfa Group, will hold 31.4%, with minority shareholders representing 17%.
VimpelCom is the second largest mobile phone operator in Russia and the largest operator in Ukraine, and also has a portfolio of telecom assets in the CIS countries and Southeast Asia. Weather's key assets include the Italian wireless carrier Wind Telecomunicazioni and a 51.7% stake in Egypt-based Orascom Telecom, which in turn holds telecom assets throughout the Middle East and Africa as well as Canada. Weather's Greek asset Wind Hellas Telecommunications was excluded from the deal.
On closing of the transaction, expected to occur in the first quarter of 2011 subject to certain conditions, VimpelCom will become the fifth largest mobile platform in the world by subscribers, with operations in 20 countries in Europe, Asia, Africa and North America.
The transaction also includes a significant financing component, with new debt raisings, refinancings and consent solicitations set to launch during the fourth quarter of this year and for which VimpelCom and Weather have received highly confident letters. The financing process is expected to include raising approximately $2.0-2.5 billion in debt, and is expected to continue to use the ring-fenced financing structures at Wind and Orascom Telecom.
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