Cleary Gottlieb became the leading international law firm in Latin America by crossing borders—geographic and conceptual—in advising clients on international activities in the region. For more than 50 years, our Latin American practice has been bringing practical methods to bear in assisting our clients to achieve their financial and business goals.
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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.
May 19, 2011
Cleary Gottlieb represented Grupo Petersen in its acquisition through its Spanish subsidiary Petersen Energía Inversora, S.A.U., of a 10% interest in YPF S.A. from Repsol YPF S.A. and in obtaining the financing for the deal. The acquisition took Petersen’s participation in YPF S.A. to 25% of the capital share following Petersen’s purchase of 14.9% and 0.1% of the YPF S.A.’s stock in 2008 and 2009 respectively. The purchase price was financed through a $700 million senior secured loan facility provided by a bank syndicate led by Banco Itaú and Credit Suisse integrated also by Citibank, Standard Bank and BNP Paribas and a subordinated seller loan from Repsol for approximately $625 million. The acquisition closed on May 19.
YPF, the largest oil and gas company in Argentina, was privatized by the Argentine government in 1993 and acquired by Repsol in 1999.
Grupo Petersen, founded in 1920 and controlled by the Eskenazi family, is one of Argentina’s largest corporate groups with investments in various industries in Argentina, including engineering and construction, banking services and agro-industry and urban maintenance.
Sep 24, 2010
Cleary Gottlieb is acting as international counsel to Petróleo Brasileiro S.A.--Petrobras (Petrobras) in its global equity offering announced September 3, which is expected to be the largest equity offering ever. The aggregate proceeds of the global offering to Petrobras, after underwriting discounts and commissions (before expenses), will be equivalent to approximately US$67 billion.
Petrobras will use part of the proceeds to pay $42 billion to the Brazilian federal government for the right to extract up to five billion barrels of oil equivalent from deep-water areas off the Brazilian coast.
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.
Mar 15, 2011
Cleary Gottlieb represented Citigroup Global Markets and J.P. Morgan Securities LLC as the global coordinators, and other initial purchasers, in an unregistered offering by CEMEX of $977.5 million of 3.25% convertible subordinated notes due 2016 and of $690 million of 3.75% convertible subordinated notes due 2018. The offering priced on March 9 and closed on March 15.
In connection with the offering of the notes, CEMEX entered into a capped call transaction with various financial institutions to reduce the potential cost upon conversion of the notes. The proceeds from the offering will be used to repay indebtedness under the Financing Agreement dated August 14, 2009 and Certificados Bursátiles. Since the restructuring of approximately $15 billion of CEMEX’s debt on August 14, 2009, Cleary Gottlieb has advised initial purchasers in different unregistered offerings in an aggregate amount of approximately $5.67 billion.
CEMEX’s headquarters are located in Monterrey, Mexico. The group is currently the third largest cement company in the world, based on an installed capacity of approximately 97.3 million tons, and the largest ready-mix concrete company worldwide, with annual sales volumes of approximately 54 million cubic meters. CEMEX primarily engages in the production, distribution, marketing and sale of cement, ready-mix concrete, aggregates and clinker.
May 09, 2011
Cleary Gottlieb acted as international counsel for CFR Pharmaceuticals S.A. and its principal shareholder in the company’s $370 million debut global equity offering, which was comprised of an initial public offering by special auction on the Santiago Stock Exchange and a Rule 144A/Reg S offering in the United States and outside Chile.
The initial public offering of shares, including in the form of ADSs, closed on May 9, 2011.
CFR Pharmaceuticals S.A. is a leading Latin American pharmaceutical company with operations in 15 countries across the region and certain other emerging markets. Its business model is focused on the development, manufacture and commercialization of off-patent and locally unpatented branded specialty pharmaceutical products.
Jun 17, 2011
Cleary Gottlieb represented Chilean government agency Corporación de Fomento de la Producción (CORFO) in the sale of approximately 29% of the total outstanding shares of Aguas Andinas. CORFO had held its interest through Class B shares that were converted to Class A shares for sale to the public. The offering was made in Chile and to international investors in reliance on Rule 144A and Regulation S. The offering launched on May 26, priced on June 14 and closed on June 17 pursuant to a special auction conducted on the Santiago Stock Exchange.
Aguas Andinas is the largest water and sewage company in Chile and one of the largest private water and sewage companies in South America in terms of revenue and customers. Inversiones Aguas Metropolitanas, or IAM, controls 50.1023% of the total outstanding shares of Aguas Andinas. IAM is controlled by Sociedad General de Aguas de Barcelona, which in turn is controlled by Suez Environnement, a publicly traded French company. Aguas Andinas did not receive any proceeds from the offering.
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 06, 2009
Cleary Gottlieb is serving as United States counsel to an ad hoc committee of bank creditors of Independência S.A. (“Independência”) in connection with Independência’s approximately $1.1 billion of bank and bond indebtedness. Independência filed for the local equivalent of Chapter 11 bankruptcy protection in Brazil in February. Since that time, Independência has been in extended negotiations with its creditors in an effort to restructure the company’s debt in light of reduced demand and revenues caused by the global financial crisis.
On November 6, Independência’s restructuring plan was approved by creditors holding approximately 70% of the company’s debt. The restructuring plan is subject to the final approval of the Brazilian bankruptcy court.
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
Cleary Gottlieb is advising the ad hoc creditors committee of Aracruz Celulose S.A. in connection with its restructuring of more than $3 billion of derivative and bilateral bank debt—the largest restructuring of derivative obligations in Latin America since the onset of the financial crisis. The creditors represent the first of the largest Latin American companies’ creditor groups to reach an agreement to restructure losses experienced as a result of the financial crisis. The agreement was signed on May 13.
Based in Brazil and one of the world’s largest pulp and paper companies, Aracruz is among the many corporations in Latin America that experienced significant losses as a result of the sharp devaluation of the local currency against the U.S. dollar in the wake of the global financial crisis.
Cleary Gottlieb is advising on many other significant restructurings in Latin America, including, among others, the creditors of CEMEX, GRUMA, Comercial Mexicana (Comerci), Metrofinanciera and Vitro in Mexico, the creditors of Intelig and Independencia in Brazil, and the creditors of Transportadora de Gas del Norte in Argentina. The firm has been counsel in the restructuring of over $35 billion of private sector debt in on-going or recently closed matters.
“Best Law Firm” in Latin America and in Mexico
LatinFinance (2011)
Best Legal Advisor in Latin America
Global Finance (2011)
Latin American Bond of the Year, Best Quasi-Sovereign Bond
(Petrobras’ $6 billion offering)
International Financing Review (2012), LatinFinance (2012)
Americas Restructuring Deal of the Year, Best Restructuring
(Comerci)
International Financing Review (2012), LatinFinance (2012)
Best Sovereign Bond
(United Mexican States' 100-year retap)
LatinFinance (2012)
Best Corporate High-Grade Bond
(América Móvil’s dual-tranche offering)
LatinFinance (2012)
Best Syndicated Loan
(Nemak’s dual-currency loan)
LatinFinance (2012)
Best Cross-Border M&A Deal
(AEI’s sale of Latin American assets)
LatinFinance (2012)
Best Power Financing
(Comisión Federal de Electricidad’s $1 billion offering)
LatinFinance (2012)
Latin America Equity Issue of the Year, Best Follow-On Equity Deal of the Year, Corporate Finance Deal of the Year
(Petrobras’ $67 billion follow-on offering)
International Financing Review (2011), LatinFinance (2011), Latin Lawyer (2011)
Investment-Grade Corporate Bond of the Year
(América Movil’s €2.5 billion bond)
International Financing Review (2011)
Latin America Loan of the Year
(Americas Mining Corporation’s $1.5 billion loan)
International Financing Review (2011)
Best Corporate Bond
(Southern Copper’s $1.5 billion bond offerings)
LatinFinance (2011)
Best Primary Equity Issue
(Grupo Comercial Chedraui’s IPO)
LatinFinance (2011)
Best Sovereign Bond
(Republic of Chile’s $1.5 billion dual-currency financing)
LatinFinance (2011)
M&A Deal of the Year
(Heineken’s acquisition of FEMSA’s beer operation)
Latin Lawyer (2011)
Restructuring Deal of the Year
(Independência)
Latin Lawyer (2011)
Latin American Investment Law Firm of the Year
Global Law Experts (2011)
Corporate/M&A Firm of the Year
Chambers Latin America (2010)
The only firm ever ranked in the top tier for Latin America corporate and financing by Chambers.
Latin American Law Firm of the Past 20 Years
LatinFinance, 1988-2008
Best M&A Deal of the Past 20 Years
(CVRD's acquisition of Inco)
LatinFinance
“This firm has a prestigious and dedicated Latin American practice and is a market leader for banking, corporate finance and capital markets work across the region. These financial credentials spill over into the projects field and the team advises several natural resources companies on managing their finances. The team’s caseload favors the more complex engagements and leans towards the sponsor side, although it also advises lenders from time to time. … ‘The firm takes a very practical approach and is excellent in legal terms but also in making sure we meet our business objectives.’”
Chambers Latin America (2012)
“This heavyweight has a long-standing presence in Latin America and is renowned for its capital markets work in the region. Sources hail the team’s deep bench strength and tremendous knowledge across all areas of capital markets products. ‘Cleary Gottlieb has the reputation – it’s the one that clients know and turn to. … Superb service and execution. … This firm outpaces the competition based on its unique and sound knowledge of not only the products but also the countries.’”
Chambers Global (2011)
“‘In terms of volume, diversity and excellent work, the firm has markedly distanced itself from its competitors, [sources say]. … It has been around forever, and has been exposed to most types of securities transactions across the entire region [and is] … simply the best counsel across disciplinary lines.’”
Chambers Global (2010)
“Cleary Gottlieb remains a market leader in this area, with a huge, talented team devoted to Latin America and unbeatable expertise in representing both sovereign and corporate clients in high-end capital markets, cross-border M&A and finance matters. … ‘A top-tier firm, which clearly outpaces the competition not only with its excellent legal advice, but in its knowledge of the region.’”
Chambers USA (2010)
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