Oct 12, 2011

Cleary Gottlieb represented long-standing client Corporación Nacional del Cobre de Chile (“Codelco”), a Chilean state-owned company that is the world’s largest copper producer, in the arrangement of $6.75 billion in financing from Mitsui & Co. (“Mitsui”), a Japanese trading company. The purpose of the financing is to ensure that Codelco has the necessary financing available to exercise its option (if it elects to do so) to acquire up to 49% of the shareholding of Anglo American Sur S.A. (“Sur”), a wholly-owned subsidiary of Anglo American plc (“Anglo”). The parties entered into definitive documentation in a signing ceremony in Santiago, Chile on October 12, 2011.

Under the terms of the financing, Mitsui (or a subsidiary of Mitsui) will lend up to $6.75 billion to a wholly-owned subsidiary of Codelco to finance Codelco’s exercise of its option over Sur’s equity. The parties have also entered into an agreement which grants the borrower the right to settle part of the bridge loan with an indirect 50% interest in the Sur equity acquired by Codelco, based on a pre-determined value for the 49% interest in Sur of approximately $9.76 billion.

Codelco holds the right, exercisable every three years (with the next window opening in January 2012) to purchase up to 49% of the equity of Sur. Sur owns and operates certain properties in Chile, including the Los Bronces and El Soldado copper mines, the Chagres smelter and the Los Sulfatos and San Enrique Monolito prospects.

In addition to the financing transaction and as part of a broader relationship between Codelco and Mitsui, the two parties entered into sales contracts for the sale by Codelco to Mitsui of 30,000 tons of refined copper per year at market prices.

Oct 09, 2011

Cleary Gottlieb is representing long-standing client Dexia in the nationalization, announced on October 9, 2011, of Belgian banking subsidiary Dexia Bank Belgium (DBB). Dexia's 100% interest in DBB will be sold for an initial cash consideration of €4 billion.

Cleary Gottlieb is also advising Dexia on the new sovereign guarantees granted by the French, Belgian and Luxembourg States, as well as on possible further divestments.

Dec 20, 2010

Cleary Gottlieb represented PETRONAS Chemicals Group Berhad (PCG) and the selling shareholder, Petroliam Nasional Berhad (PETRONAS), in PCG’s Ringgit Malaysia 14.78 billion (approximately $4.7 billion) initial public offering, the largest initial public offering ever in Southeast Asia. CIMB Investment Bank Berhad, Deutsche Bank AG, Hong Kong Branch and Morgan Stanley & Co. International plc acted as joint global coordinators and joint bookrunners for the institutional offering, and CIMB Investment Bank Berhad acted as the managing underwriter for the retail offering in Malaysia. The shares were sold through a registered public offering in Malaysia and through a Rule 144A/Regulation S offering outside Malaysia. The deal priced on November 12, 2010 and closed on November 24, 2010, and the PCG shares were listed on the Main Market of Bursa Malaysia Securities Berhad on November 26, 2010. An over-allotment option granted by PETRONAS was exercised in full on December 17, 2010.

PCG is a leading integrated petrochemicals producer in Malaysia and is one of the largest petrochemicals producers in Southeast Asia, with an annual production capacity of over 11 million metric tons. PCG manufactures, markets and sells a diversified range of petrochemical products, including olefins, polymers, fertilizers, methanol and other basic chemicals and derivative products. PETRONAS is a fully integrated oil and gas corporation with operations in more than 30 countries around the world. It is wholly owned by the Malaysian government and ranked in the FORTUNE Global 500.

Dec 16, 2011

Cleary Gottlieb represented República Oriental del Uruguay in a series of liability management transactions to further improve its external debt profile, including an issuance for cash of Ps.25.376 billion ($1.275 billion) aggregate principal amount of 4.375% UI global bonds due 2028 (the “2028 Bonds”), an offer to holders of its 5.00% UI global bonds due 2018 to submit offers to exchange these bonds for its 2028 Bonds, and an offer to holders of certain series of bonds all maturing on or prior to 2036 to tender such bonds for cash. The 2028 Bonds were issued on December 15, the settlement of the exchange offer took place on December 15, and the settlement of the cash tender offer took place on December 16.

The issuance of the 2028 Bonds for cash, which will be used by Uruguay in part to fund the cash tender offer, comprised an offering priced on December 5 in the aggregate principal amount of Ps.19.960 billion ($1.0 billion) and an additional issuance of 2028 Bonds priced on December 12 in the aggregate principal amount of Ps.5.470 billion ($274.9 million).

Uruguay accepted for purchase in the exchange offer, registered under the Securities Act and launched on December 6, bonds in the aggregate principal amount of Ps.8.845 billion ($444.5 million). The aggregate amount of 2028 Bonds issued in the exchange offer was Ps.14.419 billion ($724.6 million). The exchange offer was subject to the consummation of the issuance of the 2028 Bonds for cash.

After giving effect to all of these offerings, the total amount outstanding of Uruguay’s 2028 Bonds is Ps.39.795 billion (approximately $2.0 billion).

The 2028 Bonds were issued under Uruguay’s shelf registration statement. Amounts due under the 2028 Bonds will be adjusted to reflect inflation measured in UI (Unidades Indexadas), Uruguay’s inflation-indexed monetary unit. Payments under the 2028 Bonds will be made in U.S. dollars based on the Uruguayan peso/dollar exchange rate at the time of each payment, with principal being paid in three annual installments beginning in 2026.

In the cash tender offer, also launched on December 6, Uruguay accepted for purchase bonds denominated in U.S. dollars and Euros from eleven of fifteen outstanding series invited to participate in the offer. The cash tender offer was subject to a financing condition related to Uruguay having received sufficient net proceeds from the sale for cash of its 2028 Bonds to make the payments contemplated by the cash tender offer.

Sep 22, 2011

Cleary Gottlieb represented Goldman Sachs, HSBC, J.P. Morgan and UBS as underwriters in a registered offering by the Council of Europe Development Bank of $1 billion of 1.250% 5-year notes. This offering priced on September 15, 2011 and closed on September 22, 2011. This deal was the third U.S. notes offering by CEB in 2011. Cleary Gottlieb represented the underwriters in all three offerings, totaling $3 billion.

CEB is a multilateral development bank with a social vocation, established in 1956 by eight Council of Europe countries. Currently, 40 European states are members of CEB. The bank falls under the supreme authority of the Council of Europe but is legally separate and financially autonomous from it. The bank is solely responsible for its own indebtedness. CEB’s activities include providing aid to victims of natural or ecological disasters and other social objectives directly contributing to strengthening social cohesion in Europe, such as education and vocational training, health, social housing, employment in SMEs, improving living conditions in urban and rural areas, protection of the environment, preservation of historic and cultural heritage, and infrastructure intended for administrative and judicial public services. In order to serve these objectives, the bank grants or guarantees long-term loans to its member states or institutions approved by them. Since its inception, CEB has granted more than €30 billion in loans.

Jan 06, 2012

Cleary Gottlieb represented the United Mexican States in the $2 billion offering of its 3.625% notes due 2022. Deutsche Bank Securities and Morgan Stanley acted as joint lead managers. The deal launched on January 3 and closed on January 6.

The deal was one of the year's first emerging-market bond offerings, selling at a record-low yield. The notes were issued under Mexico’s medium-term note program registered with the SEC, and are listed on the Luxembourg Stock Exchange.

Apr 29, 2011

Cleary Gottlieb successfully represented the Republic of Slovenia, in an interpleader action brought by the Bank of New York in 2003 over disputed funds held in an account opened in 1991 by the Federal Directorate of Supply and Procurement (“FDSP”), an entity of the former Yugoslav state specialized in procuring and trading arms and armaments. The FDSP funds were blocked in 1992 pursuant to United States sanctions imposed on the former Socialist Federal Republic of Yugoslavia (“SFRY”) during the wars in the Balkans arising from the collapse of that state and were unblocked over a decade later after the fighting ended.

Slovenia (along with the Republic of Croatia) asserted a claim to the funds on the basis of the Agreement on Succession Issues Between the Five Successor States of the Former State of Yugoslavia (the “Succession Agreement”), which provides for distribution of assets of the SFRY and its “Federal Government Departments” and “Agencies” to the SFRY successor states, including Slovenia and Croatia, in specified percentages. Slovenia contended, over the objection of Yugoimport SDPR J.P., the successor of the FDSP, that the FDSP was an agency of the SFRY, and that the Republics should receive disbursement of the funds in the Bank of New York account in accordance with the Succession Agreement.

Slovenia demonstrated that the FDSP was an agency of the SFRY based upon SFRY law, the ordinary meaning of the term “agency,” language in the FDSP’s and Yugoimport’s own documents, and evidence that the United States and other international forces consistently viewed the FDSP as an agency or department of the former SFRY, including evidence that NATO forces actually targeted the FDSP for bombing during the Kosovo war. On April 29, 2011, Judge Hellerstein granted the summary judgment motion of Slovenia and Croatia, denied Yugoimport’s motion, and ordered that the funds be distributed to the five SFRY successor states in the percentages set forth in the Succession Agreement.

Oct 06, 2010

Cleary Gottlieb represented Citigroup Global Markets, The Hongkong and Shanghai Banking Corporation and UBS in a simultaneous SEC-registered exchange offer and offering of bonds for cash by the Republic of the Philippines of $3 billion of 4.00% Global Bonds due 2021 and 6.375% Global Bonds due 2034. The offering closed on October 6 and the bonds were listed on the Luxembourg Stock Exchange. The exchange offer was extended to holders of 14 types of old bonds, to exchange their bonds for the new bonds.

Cleary Gottlieb is designated underwriter’s counsel for the Republic of the Philippines, Asia’s most frequent sovereign issuer outside of Japan.

Apr 16, 2010

Cleary Gottlieb represented the Republic of Côte d’Ivoire in connection with its recent exchange offer that restructured over 99% of the country’s $2.8 billion Brady bond debt, which had been in default since 2000.

Côte d’Ivoire accepted tenders of six series of defaulted Brady bonds in the exchange offer, consisting of French franc- and U.S. dollar-denominated discount bonds due 2028, front-loaded interest reduction bonds due 2018 and past due interest bonds due 2018, and issued $2.3 billion principal amount of new U.S. dollar-denominated step-up bonds due 2032 in exchange. The offer closed on April 16.

The debt renegotiation and the exchange offer were conducted within the framework of the International Monetary Fund’s and the World Bank’s initiative for Heavily Indebted Poor Countries, and in accordance with the terms of a preliminary restructuring agreement reached with the Private Creditors Coordination Committee (London Club), a group of institutional bondholders, in September 2009.

The exchange offer, which included a 144A offering and an international offering, had several notable features. Due to the rebuilding of Côte d’Ivoire’s institutions in the wake of civil conflict and the resulting absence of reliable macroeconomic data, the offer did not involve the preparation of extensive country disclosure or the issuance of negative comfort letters by counsel. Due diligence for the transaction consisted principally of an investor meeting with representatives of the Republic held in Paris on March 23. The transaction also featured complex mechanics related to the liquidation of the principal and interest collateral. In addition, the exchange offer included exit consents to amend the existing bonds not tendered in the exchange, which were approved at bondholder meetings held at Cleary Gottlieb’s Paris office on April 6. Application will be made to list the new bonds on the Luxembourg stock exchange.

Sep 30, 2009

On September 30, Judge Richard J. Holwell of the United States District Court for the Southern District of New York granted Cleary Gottlieb’s motion to dismiss all claims against our clients the Republic of Iraq, the Central Bank of Iraq and Rafidain Bank as barred by the statute of limitations. The suit brought by Bulgartabac Holding AD, a Bulgarian company, sought damages of $30 million for alleged breach of contracts and dishonor of letters of credit issued in connection with sales of cigarettes from communist Bulgaria to Saddam-era Iraq during the 1980s. The district court rejected various claims of equitable tolling and other theories of extension of the statute of limitations asserted by the plaintiff, and held that the claims were time-barred under New York’s six-year statute of limitations, which applied by virtue of New York’s borrowing statute.

This is the second case in which Cleary Gottlieb has defended Iraq against suits brought by a Bulgarian company. The first, filed in the United States District Court for the District of Columbia by Agrocomplect, a Bulgarian company that provided engineering and land reclamation services, was dismissed in November 2007. That holding was affirmed by D.C. Circuit Court in November 2008. Cleary Gottlieb has also represented the new government of Iraq in a number of international arbitrations.

Oct 26, 2009

Cleary Gottlieb successfully represented the Republic of Congo in an International Chamber of Commerce arbitration against Groupe Antoine Tabet, a Lebanese company. In its October 26 award, the ICC Arbitral Tribunal dismissed Groupe Antoine Tabet's claim and granted Congo's counterclaim in the amount of €34 million.

This decision puts an end to a 10-year complex arbitration arising out of two agreements for the financing by Groupe Antoine Tabet of the construction and expansion by Groupe Antoine Tabet's congolese subsidiary (Afrique Entreprise Tabet) of roadways in Congo.

After the 1997/1998 civil war, the new Congolese Government terminated the agreements with Groupe Antoine Tabet.

Relying on (i) an allegedly agreed-upon fixed repayment schedule and (ii) the indemnification clause provided for in the agreements, Groupe Antoine Tabet sought more than €100 million as a result of Congo's failure to make installment payments under the fixed schedule and to compensate for the loss suffered by Afrique Entreprise Tabet during the civil war.

The Republic of Congo denied Groupe Antoine Tabet's claim and asserted a counterclaim seeking compensation for excess repayments under the financing agreements.

The ICC Tribunal upheld Congo's defense that the repayment schedule relied upon by Groupe Antoine Tabet was not binding on Congo, dismissed most of Groupe Antoine Tabet's damages claims, and granted Congo's counterclaim.

The overall outcome is an approximately €34 million debt from Groupe Antoine Tabet to the Republic of Congo.

This dispute also gave rise to numerous civil and criminal judicial proceedings in Congo, France, and Switzerland, including ongoing annulment, exequatur and enforcement proceedings in France, in which Cleary Gottlieb represents the Republic of Congo.

Sep 22, 2009

On September 22, 2009, the United States Court of Appeals for the Second Circuit affirmed the decision of Judge Pauley (S.D.N.Y.) denying Compagnie Noga D'Importation et D'Exportation S.A.'s ("Noga") motion to confirm an arbitration award against Cleary Gottlieb client, the Russian Federation. In denying the motion to confirm, the Second Circuit held that as a result of Noga's prior assignments of its claims against Russia, Noga "failed to establish that it retains an interest in the arbitral award" and, therefore, lacked standing to confirm the award. This decision puts an end to almost 10 years of litigation in the United States relating to whether Noga has standing to confirm and enforce the arbitration award.