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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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.
Apr 15, 2013
Cleary Gottlieb is representing the Board of Directors and Special Committee of National Financial Partners Corp. in the acquisition of NFP by affiliates of Madison Dearborn Partners. The all-cash merger, which was announced on April 15 and is expected to close in the third quarter, has an equity value of approximately $1.3 billion, including the value of NFP’s convertible notes.
NFP and its benefits, insurance and wealth management businesses provide diversified advisory and brokerage services to companies and high net worth individuals, partnering with them to preserve their assets and prosper over the long term. NFP advisors provide innovative and comprehensive solutions, backed by NFP’s national scale and resources.
May 22, 2012
Cleary Gottlieb represented Google in its acquisition of Motorola Mobility. The purchase includes Motorola’s 17,000 patents and marks Google’s largest-ever acquisition. The deal closed on May 22 following approval by antitrust authorities. Cleary Gottlieb advised on the M&A, U.S. and EU antitrust, intellectual property, employee benefits and executive compensation, litigation, tax, securities law, real estate and environmental, and general corporate aspects of the deal.
Dec 19, 2012
Cleary Gottlieb is representing Google in the sale of its Motorola Home Business, which makes cable set-top boxes, among other items, to ARRIS Group, a cable equipment manufacturer. The transaction, valued at approximately $2.35 billion, was announced December 19 and is expected to close in the second quarter of 2013. Upon closing of the transaction, Google will receive cash and newly issued ARRIS shares.
Apr 22, 2013
Cleary Gottlieb is representing ABB, a Swiss industrial engineering company, in ABB’s ongoing acquisition of Power-One for approximately $1 billion in cash. ABB is headquartered in Zurich, Switzerland, and is a leader in power and automation technologies that enable utility and industry customers to improve their performance while lowering environmental impact. Power-One is a provider of power conversion and power management solutions, in particular for the renewable energy sector. The deal was announced on April 22 and is expected to close in the second half of this year.
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.
Jan 22, 2013
Cleary Gottlieb is representing Atlantic Tele-Network in the sale of its domestic retail wireless business operating under the Alltel name in Georgia, North Carolina, South Carolina, Illinois, Ohio and Idaho to AT&T for $780 million in cash. The transaction was announced on January 22 and is subject to a number of customary conditions, including HSR and FCC clearance. It is expected to close in the second half of 2013.
ATN is a telecommunications service provider to rural, niche and other under-served markets. The regional retail wireless business was acquired from Verizon in 2010, as part of divestitures Verizon was required by regulators to make in connection with its acquisition of Alltel.
Nov 20, 2012
Cleary Gottlieb represented Dollar Thrifty Automotive Group in its acquisition by Hertz Global Holdings. The transaction received antitrust clearance by the U.S. Federal Trade Commission (FTC) on November 15 and the deal closed on November 20. This transaction involved multiple competing bids by Hertz and Avis over 30 months and was closely scrutinized by the FTC.
The combination of Hertz and Dollar Thrifty will create a global, multi-brand rental car leader offering customers a full range of rental options through its strong premium and value brands. Cleary Gottlieb advised Dollar Thrifty on all aspects of the transaction including the M&A, antitrust, employee benefits, litigation, tax, securities, structured finance, intellectual property, and general corporate aspects of the deal.
Oct 05, 2012
Cleary Gottlieb represented Dexia in the sale, which finally completed on October 5, of Banque Internationale à Luxembourg ("BIL") to a consortium of Precision Capital, an investment vehicle funded by Qatar's royal family, and the Grand-Duchy of Luxembourg.
The sale is one of the steps in Dexia's orderly resolution plan, announced in the fall of last year. The recent closing draws a line under a long and complex process that had started in October last year, with a first letter of intent signed on October 23, 2011, a Memorandum of Understanding on December 20, 2011, and detailed share purchase agreements on April 4, 2012.
The pre-closing steps included a €6 billion pre-closing carve-out of a "legacy" investment portfolio; of the multitude of regulatory approvals to be obtained for the sale itself and for the related, pre-closing, carve-out transactions; structuring and documenting a web of multi-directional continued services relationships between BIL and various entities of the residual Dexia group; and complex structured finance transactions that had to be put in place in order to achieve liquidity-neutral elimination of BIL's credit exposure to Dexia under certain swap transactions. Also, the parties had to agree, before closing, the precise terms and amount of a recapitalization of BIL by Dexia in furtherance of Dexia's contractual commitment to deliver BIL with 9% Basel III core tier 1 capital, resulting in Dexia effecting a €204 million pre-closing capital increase.
Cleary Gottlieb is lead counsel to long-standing client Dexia on its orderly resolution plan, advising it on strategic, corporate governance and disclosure matters, on the €90 billion sovereign guarantee mechanism, on EU State aid aspects, and on the majority of M&A transactions stemming from the plan, including the already completed €4 billion sale of Belfius to the Belgian State, and the €850 million sale of Dexia's interest in RBCD Investor Services to Royal Bank of Canada.
Jan 29, 2013
Cleary Gottlieb represented The Home Depot in its acquisition of BlackLocus, a provider of advanced, cloud-based software. The Home Depot is the world’s largest home improvement specialty retailer. The transaction closed on December 14.
Mar 21, 2013
SuperMedia filed a prepackaged chapter 11 proceeding on March 18, 2013 to effectuate its proposed merger with Dex One Corporation, which also filed a prepackaged chapter 11 case on the same day. The prepackaged plans, which have the overwhelming support of the companies' respective secured lenders and stockholders, provide for the consummation of the merger, subject to bankruptcy court approval and other conditions.
The proposed merger was first announced in August 2012, and required certain amendments to SuperMedia and Dex One’s loan agreements. Outside of a court process, these amendments would require consent of each lender under the affected loan agreements, but under bankruptcy law, the amendments can be approved with the consent of only one-half of lenders holding two-thirds in amount of the loans under the affected loan agreements. Although SuperMedia did not obtain the consent of every lender, it did obtain acceptance of its prepackaged plan by lenders holding more than 91 percent of the outstanding loans.
Prior to filing the chapter 11 proceeding, SuperMedia also solicited its stockholders for approval of the prepackaged plan. Under the prepackaged plan, stockholders are to receive the same treatment they would receive if the merger was consummated outside of bankruptcy. It is anticipated that SuperMedia stockholders will hold approximately 40 percent of the stock of the combined company, Dex Media, and that Dex One stockholders will hold the remaining shares. Of the SuperMedia stock that voted, over 99 percent voted to accept SuperMedia's prepackaged plan.
Dex One’s lenders and stockholders have also voted to accept Dex One’s prepackaged plan. Under the prepackaged plans, unsecured creditors of SuperMedia and Dex One will be unimpaired and entitled to full payment of their allowed claims.
The court has scheduled a hearing to consider approval of the prepackaged plans on April 29, 2013.
Oct 09, 2012
Cleary Gottlieb is representing Stanley Black & Decker in the sale of its Hardware & Home Improvement Business (HHI) to Spectrum Brands for $1.4 billion in cash. HHI is a provider of residential locksets, residential builder’s hardware and plumbing fixtures marketed under the Kwikset, Weiser, Baldwin, Stanley, National and Pfister brands, among others. The transaction was announced on October 9, 2012 and is subject to closing conditions including required regulatory approvals. It is expected to close by the first quarter of 2013.
The transaction marks Stanley’s largest divestiture and the fourth in a series of divestitures of businesses that Cleary Gottlieb has handled for Stanley – the prior ones being the sales of the Doors, Home Décor, and CST/Berger divisions.
Feb 01, 2013
Cleary Gottlieb is representing Goldman Sachs as financial advisor to Banco Bilbao Vizcaya Argentaria (BBVA), in connection with the sale to MetLife of BBVA’s interest in Administradora de Fondos de Pensiones Provida (Provida), the largest private pension fund administrator in Chile. Under the terms of the agreement, MetLife will conduct a public cash tender offer for all of the outstanding shares of Provida, and BBVA has agreed to transfer its 64.3% stake to MetLife for approximately $1.29 billion. The transaction was announced on February 1 and is expected to close during the third quarter of 2013, subject to the receipt of Chilean regulatory approvals.
BBVA is a multinational Spanish banking group.
MetLife is one of the world’s largest providers of insurance, annuities and employee benefit programs.
Jan 31, 2013
Cleary Gottlieb is representing Scientific Games, a supplier of lottery systems and instant tickets, in connection with SG’s acquisition of WMS Industries, a designer, manufacturer and distributor of reel-spinning and video gaming devices, for $1.5 billion in cash. The deal was announced on January 31.
The transaction is the largest deal in leisure and recreational products in almost two years, creating a global supplier of lottery equipment and slot machines. The acquisition is expected to be completed by the end of this year and produce annual savings of about $90 million.
Oct 01, 2012
Cleary Gottlieb is representing 3M Company in its offer to acquire through a cash tender offer all of the outstanding common stock of California-based Ceradyne, a developer and manufacturer of advanced technical ceramics, ceramic powders and components, for $35 per share. The transaction, which is valued at approximately $860 million, was announced on October 1st and is expected to close in the fourth quarter of 2012.
Ceradyne, which will join 3M’s Energy and Advanced Materials Division, is a leader in the development and production of advanced technical ceramics for applications in the automotive, oil and gas, solar, industrial, electronics and defense industries. The unique characteristics of advanced technical ceramics offer significant advantages over traditional materials such as metals and plastics.
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.
Aug 15, 2012
Cleary Gottlieb represented General Mills, one of the world’s leading food companies, in connection with its acquisition of Yoki Alimentos, a Brazilian privately-held food company, for approximately R$1.75 billion plus the assumption of approximately R$200 million of outstanding debt. The acquisition was consummated through the acquisition of the entire equity interest in Yoki and its subsidiaries.
Yoki was a family-owned company established in 1960, which employs more than 5,000 people and operates multiple manufacturing facilities and distribution centers in Brazil. With the acquisition of Yoki, General Mills expects to more than double its annual sales in Latin America to nearly US$1 billion.
Jul 16, 2012
Cleary Gottlieb represented GlaxoSmithKline in connection with its unsolicited tender offer to acquire Human Genome Sciences and the subsequent negotiated acquisition of HGS for approximately $3.6 billion on an equity basis.
GSK is one of the world's leading research-based pharmaceutical and healthcare companies and is committed to improving the quality of human life by enabling people to do more, feel better and live longer. HGS is a biopharmaceutical company that exists to place new therapies into the hands of those battling serious disease.
May 17, 2012
Cleary Gottlieb is representing Agilent Technologies, Inc. in its $2.2 billion acquisition of Danish cancer diagnostics company Dako A/S from EQT, the Sweden-based private equity group.
The transaction, which was announced on May 17 and is Agilent's largest ever acquisition, is expected to close within 60 days pending regulatory clearances.
Agilent is the world's premier measurement company and a technology leader in chemical analyses, life sciences, electronics and communication. Dako is a global leader in tissue-based cancer diagnostics, providing know-how, reagents, instruments and software to hospitals and research laboratories in more than 100 countries worldwide. Agilent's strategy in acquiring Dako is to strengthen its presence in life sciences while combining with a complementary company to produce revenue synergies.
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.
Jul 02, 2012
Cleary Gottlieb is representing Conversus Capital in the sale of its portfolio of third party private equity fund interests to HarbourVest Partners for approximately $1.4 billion. The transaction was announced on July 2.
Conversus is a publicly traded portfolio of third party private equity funds listed on NYSE Euronext Amsterdam. Conversus common unit holders will be given the choice of receiving cash consideration or rolling up to an aggregate maximum of 49.9% of the common units into an equivalent equity interest in the new HarbourVest acquisition vehicle. In connection with the transaction, Conversus also has agreed to acquire Conversus Asset Management, the investment manager of Conversus, for approximately $42.5 million and an exchange of releases.
Apr 03, 2012
Cleary Gottlieb is representing Barclays Capital in a complex transaction that is intended to result in Burger King Worldwide Holdings, Inc. being listed on the New York Stock Exchange. As part of the transaction, announced on April 3, shareholders of Justice Holdings Limited will receive an approximately 29% stake in the combined company in exchange for approximately $1.4 billion in cash. Affiliates of 3G Capital Partners, Ltd., Burger King’s current private equity owner, will receive an approximately 71% stake in the combined company. Barclays delivered a fairness opinion to the Board of Directors of Justice Holdings in connection with the transaction. The transaction is expected to close in the second quarter of 2012.
Burger King is the second largest fast food hamburger chain in the world, operating in more than 12,500 locations and serving more than 11 million guests daily in 81 countries and territories worldwide. Burger King was taken private in 2010 in a leveraged buyout by 3G Capital.
Justice Holdings is a London Stock Exchange listed special purpose investment vehicle (referred to in the United Kingdom as a “blank check company” and in the United States as a “SPAC”) founded in 2011 by Martin Franklin and Nicolas Berggruen.
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.
May 15, 2012
Cleary Gottlieb represented Western Digital, a global provider of solutions for the collection, storage, management, protection and use of digital content, in a divestiture transaction in connection with the regulatory clearance process for Western Digital’s purchase of Viviti Technologies (formerly Hitachi Global Storage Technologies Holdings), a manufacturer of digital storage devices, from Hitachi Ltd.
In response to the European Commission’s review of the Hitachi transaction, Western Digital committed to sell certain assets relating to its and HGST’s 3.5” hard disk drive business. On January 20, Western Digital agreed to sell certain assets relating to its and HGST’s 3.5” hard disk drive business and to license certain related intellectual property to global electronics manufacturer Toshiba. In a related transaction, Western Digital agreed to purchase from Toshiba all of the issued and outstanding shares of Toshiba Storage Device Thailand. Following the completion of the Hitachi acquisition of HGST on March 8 and receipt of required regulatory approvals in the United States, Europe, China, Japan and South Korea, Western Digital closed the divestiture transaction and the acquisition of TSDT on May 15.
Feb 16, 2012
Cleary Gottlieb represented 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.
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 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.
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.
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