업무경험

Mar 01, 2010

Cleary Gottlieb is U.S. counsel to Prudential plc in connection with the agreement between Prudential and American International Group, providing for the combination of Prudential and AIA Group Limited. AIA, an AIG subsidiary, is a leading life insurance organization in the Asia Pacific region. AIG will receive total consideration of US$35.5 billion, consisting of US$25 billion in cash and a total of US$10.5 billion in shares and other securities.

The combination, which was announced on March 1, 2010, will be effected through the acquisition of both Prudential and AIA by a new company that will assume the name Prudential plc and be headquartered and incorporated in the United Kingdom, and traded on the main market of the London Stock Exchange with ADRs on the New York Stock Exchange. In recognition of the importance of Asia the new company will seek a dual primary-listing on the Hong Kong Stock Exchange.

The cash component of the consideration will be financed through an underwritten rights issue, raising US$20 billion, and through the issuance of US$5 billion of senior debt.

The combined group will be the leading life insurer in Hong Kong, Singapore, Indonesia, Vietnam, Thailand and the Philippines, with a leading foreign life insurance business in China and India, supported by a strong presence in the United States and the United Kingdom.

Slaughter and May is lead counsel for Prudential on the transaction.

Mar 02, 2010

Cleary Gottlieb teams are playing two roles in the acquisition by The Coca-Cola Company of the North American bottling operations of Coca-Cola Enterprise. One Cleary Gottlieb team is representing The Coca-Cola Company on U.S. and European antitrust matters, while a separate Cleary Gottlieb team is representing Goldman, Sachs & Co., as financial advisor to The Coca-Cola Company. In connection with the transaction, CCE’s European bottling operations will be separated into a new corporation that will be held by the existing holders of CCE stock other than The Coca-Cola Company. In exchange for the North American bottling operations of CCE, The Coca-Cola Company will, among other things, surrender its ownership of CCE stock, valued at approximately $3.4 billion, and assume approximately $8.8 billion of CCE debt. The Coca-Cola Company has also agreed in principle to sell to CCE its bottling operations in Norway and Sweden for approximately $800 million.

The Coca-Cola Company is the world’s leading owner and marketer of nonalcoholic beverage brands and the world’s largest manufacturer, distributor and marketer of concentrates and syrups used to produce nonalcoholic beverages. CCE is the world’s largest manufacturer, seller and distributor of nonalcoholic beverages.

CCE is the leading distributor of Coca-Cola beverages and distributes products in 46 states, 10 Canadian provinces, the Caribbean, and six European nations.

Jan 19, 2010

Cleary Gottlieb is representing Goldman Sachs International, Morgan Stanley & Co. Limited and UBS Investment Bank as joint financial advisors to Cadbury plc in connection with a recommended takeover bid by Kraft Foods, Inc.

Kraft’s renewed offer of January 19 values Cadbury at a total of approximately $19 billion. The offer comprises mixed cash and share consideration of 500 pence plus 0.1874 Kraft shares, representing, in aggregate, 840 pence per Cadbury share.

Cadbury’s board of directors originally rejected as “derisory” Kraft’s unsolicited December 4 offer of 300 pence plus 0.2589 Kraft shares for each Cadbury share, which valued Cadbury at a total of approximately $16.7 billion.

Kraft’s offer will remain open to shareholders until 1.00 p.m. (London time) on February 2.

Dec 14, 2009

Cleary Gottlieb represented Citi in its agreement with the U.S. government and its regulators to repay U.S. taxpayers for the $20 billion the government holds in TARP trust preferred securities and to terminate the loss-sharing agreement with the government. In order to facilitate this, Citi will issue $17 billion of common stock and $3.5 billion of tangible equity units. The combined offering is the largest public equity offering in U.S. capital markets history. Cleary Gottlieb is underwriters’ counsel on the offerings and is also acting as disclosure counsel to Citi. Following the repayment and upon termination of the loss-sharing agreement, Citi will no longer be deemed to be a beneficiary of “exceptional financial assistance” under TARP.

Citi, a global financial services company with approximately 200 million customer accounts in more than 100 countries, and capital ratios and liquidity among the highest in the industry, provides financial products and services, including banking, investment banking, insurance, securities brokerage and asset management.

Jan 14, 2010

Cleary Gottlieb is representing Nortel Networks in a stalking horse sale agreement with GENBAND, Inc. for the sale of Nortel’s Carrier VoIP and Application Solutions (CVAS) business, including units in North America, the Caribbean, Latin America, Asia, Europe, the Middle East and Africa. The sale is subject to an auction process that allows other qualified bidders to submit higher or otherwise better offers, as well as final bankruptcy court approval.

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 its affiliates in their U.S. Chapter 11 proceedings, which are closely coordinated with proceedings in Canada, the United Kingdom and France. The firm has represented Nortel in a number of recent transactions, including the sale of its CDMA business and LTE Access assets to Telefonaktiebolaget LM Ericsson, the sale of the Enterprise Solutions business to Avaya, Inc. and the sale of the Metro Ethernet Networks Business to Ciena Corporation through auctions conducted in accordance with the bankruptcy process.

Dec 16, 2009

On December 16, 2009, the European Commission announced concessions by Microsoft Corporation in two investigations relating to abuses of Microsoft's dominant position in PC operating systems that excluded competing products in web browsers, server software, and productivity applications. More specifically, the Commission has today published the final text of:

• a Commitment Decision requiring Microsoft to provide all Windows users with real choice in web browsers
• a Public Undertaking requiring Microsoft to make interoperability information available for a range of server products (including email and collaboration servers), for Office, and for .Net, as well as to comply with certain obligations with respect to Open Standards.

Cleary Gottlieb has been successfully advising and representing IT companies and trade associations in both aspects of this case. Previous milestones, in which Cleary Gottlieb was also involved, were the 2004 Commission Decision requiring disclosures of work-group server interoperability information and unbundling Windows Media Player, and the 2007 judgment of the European Court of First Instance upholding those decisions and establishing the precedent.

Feb 26, 2010

Cleary Gottlieb represented TPG in connection with its $5.9 billion leveraged acquisition, together with CPP Investment Board Private Holdings and Leonard Green & Partners, of IMS Health Incorporated, which closed on February 26. The deal is one of the largest leveraged buyouts completed since the onset of the financial crisis. Cleary Gottlieb advised TPG on intra-consortium matters and advised the consortium on European competition law matters.

IMS Health Incorporated, headquartered in Norwalk, Connecticut, is the leading global provider of market intelligence to the pharmaceutical and healthcare industries.

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 24, 2009

Cleary Gottlieb represented Tatneft as borrower in a $1.5 billion syndicated pre-export financing. The transaction was commemorated on November 24 by a signing ceremony held in Kazan, the capital of Tatarstan, at which the Prime Minister of Tatarstan, Rustam Minikhanov, and the General Director of Tatneft, Shafagat Takhautdinov, presided. The financing is the largest pre-export financing by a Russian borrower in 2009. The financing was syndicated among a broad 20-member syndicate that included not only major Western banks but also Russian banks that took up roughly one-third of total commitments, with Gazprombank and Bank of Moscow joining as lead arrangers. In addition, the international commodities trader Vitol provided funding while also acting as the offtaker in the transaction. The deal was well over-subscribed. WestLB and Bayerische Hypo-und Vereinsbank (UniCredit) acted as coordinating mandated lead arrangers, and Bank Zenit and Citibank acted as financial advisors to Tatneft.

Tatneft is Russia's sixth largest oil company and has its headquarters and most of its fields located in Tatarstan, a republic of the Russian Federation. This financing will help fund the construction of the Taneco refinery, a new major petrochemical refinery in Nizhnekamsk, Tatarstan, a project of national importance supported by the Russian State. Since 1995, Cleary Gottlieb has represented Tatneft on a wide variety of matters including more than $4 billion of bank financings, capital market transactions, M&A matters and international arbitrations.

Oct 15, 2009

On October 15, Cleary Gottlieb won an important victory for the Republic of Argentina in the Second Circuit Court of Appeals. The Court of Appeals reversed orders of the district court freezing approximately $200 million of pension fund assets located in the United States. The lower court had issued the orders following the public announcement in October of last year that, in response to the global financial crisis, Argentine law was being amended to transfer the administration of the pension fund assets from private entities to the Argentine national security system, ANSES. The law required pension fund assets outside of Argentina to be repatriated to Argentina. The Second Circuit agreed with Cleary Gottlieb's arguments that the social security funds in the United States were not being “used for commercial activity” in the United States, and that therefore the funds are immune from attachment and execution under the U.S. Foreign Sovereign Immunities Act.

Aug 14, 2009

Cleary Gottlieb is advising the creditors steering committee (composed of Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Citigroup Global Markets Limited, HSBC Bank plc, The Royal Bank of Scotland plc and BNP Paribas) of CEMEX, S.A.B. de C.V., in connection with its restructuring of approximately $15 billion of indebtedness. The restructured debt includes over $14 billion of syndicated, bilateral and derivative bank debt (for a total of more than 70 participating banks) and over $850 million of U.S. private placement debt. The restructuring process started in March 2009, the agreements were signed and the transaction closed on August 14.

As of December 31, 2008, the Mexican company CEMEX is the third largest cement company in the world, based on an installed capacity of approximately 95.6 million tons and the largest ready-mix concrete company worldwide, with annual sales volumes of approximately 77.3 million cubic meters. CEMEX primarily engages in the production, distribution, marketing and sale of cement, ready-mix concrete, aggregates and clinker.

May 13, 2009

BNP Paribas Group has successfully completed its acquisition of Fortis Bank, making BNP Paribas the largest bank in the Eurozone by deposits. The final aspects of this extremely complex transaction, which involved government bodies and financial supervisory authorities across several jurisdictions, negotiations with the European Commission, and fierce litigation by opponents of the transaction, closed on May 13 after eight months.

In the transaction, Cleary Gottlieb represented BNP Paribas in its acquisitions of approximately 75% of Fortis Bank and a majority stake in Banque Générale du Luxembourg, and on the acquisition of 25% of Fortis Insurance Belgium by Fortis Bank, as well as the simultaneous defeasance of a portfolio of structured products from Fortis Bank worth about €11.5 billion.

The firm fielded a large team spanning multiple offices, including Paris, Brussels, London, New York and Washington, and practice groups, including corporate, finance, regulatory, competition and tax.

Jul 28, 2009

Cleary Gottlieb represented Tata Steel Limited in connection with its offering of 65,410,589 global depository receipts (GDRs), raising approximately US$500,000,000. The offering was also accompanied by the listing of the company's GDRs on the London Stock Exchange, which complements the existing listing of its shares in India and is the largest Indian GDR ever to be listed in London. It is also the largest capital raising by a company outside of its domestic market on any European exchange this calendar year. The offering closed on July 24, 2009.

Tata Steel Limited is the world’s eighth largest steel producer, with major operations in Europe, India and Southeast Asia. The listing marks a return to the UK stock markets for the assets formerly controlled by Corus, which was acquired by Tata in 2007 and which still employs over 24,000 people in the United Kingdom.

Dec 11, 2008

Cleary Gottlieb acted as counsel to BNP Paribas and Crédit Agricole in connection with the issuance of €2.55 billion and €3.0 billion, respectively, of deeply subordinated perpetual securities to a French state-owned entity as part of the French bank recapitalization program. The deals priced on December 10 and closed on December 11.

The securities were issued to the Société de Prise de Participation de l’Etat (SPPE), a company established by the French State as part of the government’s plan to provide capital and liquidity to French banks. SPPE is one of two companies established under this program. Its role is to invest in equity and hybrid equity instruments, while the other company provides short and medium-term debt financing to French banks.

BNP Paribas and Crédit Agricole were among six French banks that issued a total of €10.5 billion of hybrid securities to SPPE in its first investment round. The issuances followed the approval by the European Commission of the SPPE program, under European State Aid rules that limit the ability of EU Member States to provide subsidies to companies.

The securities are deeply subordinated, perpetual notes that qualify as “Tier 1” capital for bank regulatory purposes. Their terms are similar to other such securities that have been issued by the banks in the past. However, the banks also undertook in a separate agreement to pay a premium upon repurchase or redemption of the securities, with the amount of the premium increasing annually. This was part of the deal reached with the European Commission, which sought terms that will encourage the banks to repay the notes as soon as possible.

Cleary Gottlieb also represented Natixis in connection with its issuance of €1.9 billion of similar deeply subordinated notes to its principal shareholders, Banque Fédérale des Banques Populaires and Caisse Nationale des Caisses d’Epargne. Each of the shareholders issued its own deeply subordinated notes to SPPE under the French recapitalization program, and in turn used most of the proceeds to subscribe to back-to-back issues by Natixis.