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 21, 2009

Cleary Gottlieb represented Grupo Bimbo, S.A.B. de C.V. (Grupo Bimbo) in its acquisition of Weston Foods, Inc., the U.S. bakery division of George Weston Limited, for U.S.$2.38 billion and its acquisition of related financial assets for U.S.$125 million. The transaction closed on January 21, 2009.

Seven banks financed the transaction through a U.S.$1.9 billion dual currency term facility with a three-year tranche, a five-year tranche and a U.S.$900 million dual currency one-year bridge facility that is expected to be taken out in the local bond market. A substantial portion of the commitments were funded in Mexican Pesos, requiring Grupo Bimbo to engage in foreign exchange transactions in between funding and payment to George Weston Limited on the day of closing. This is the largest cross-border acquisition financing in recent months in Latin America.

Grupo Bimbo, which is among the world’s largest baking companies in terms of production and sales volume, has more than 80 plants and 800 distribution centers located in 18 countries throughout the Americas, Europe and Asia. Grupo Bimbo produces over 5,000 products and its direct distribution networks comprise more than 36,500 routes and 96,000 employees.

As a result of this transaction Bimbo Bakeries USA (BBU), Grupo Bimbo’s consolidated U.S. operation, becomes one of the largest baked-goods companies in the country, with a leading position in bread, buns, sweet baked goods and cakes. BBU’s brand portfolio now includes Arnold, Bimbo, Boboli, Brownberry, Entenmann’s, Francisco, Freihoffer’s, Marinella, Mrs Baird’s, Oroweat, Stroehmann, Thomas’ and Tia Rosa.

Apr 03, 2008

Cleary Gottlieb represented Henkel KGaA in its recent acquisition of the adhesives and electronic materials businesses of the National Starch division of Imperial Chemical Industries Limited, a newly acquired subsidiary of Akzo Nobel N.V.

The ₤2.7 billion back-to-back transaction was agreed to by Henkel and Akzo in August 2007, prior to Akzo’s acquisition of ICI. At the time of the agreement, neither Henkel nor Akzo knew the organization details of National Starch and its adhesives and electronic materials businesses. Nonetheless, the initial agreement between Henkel and Akzo contemplated the closing of the on-sale within three months of the completion of Akzo’s acquisition of ICI. When Akzo completed its acquisition on January 2, 2008, and it became clear that the on-sale would require carving out the adhesives and electronic materials businesses from National Starch in more than 40 countries around the world, a closing within three months seemed impossible. Undaunted by the challenge, the Henkel and Akzo/ICI teams worked feverishly and, through a variety of asset transfers and share transfers around the world, the deal closed on April 3, 2008 – just one day after the three month goal.

The Cleary Gottlieb team working on the transaction included lawyers from 11 of the firm’s offices. In addition to corporate aspects of the deal, the firm handled the global antitrust/competition aspects of the transaction and advised on the €2.6 billion senior debt financing.

Cleary Gottlieb has represented Henkel KGaA for more than 30 years on numerous M&A matters, most notably in connection with Henkel's cash-rich split-off transaction with Clorox and in its $2.9 billion acquisition of The Dial Corporation.

Aug 11, 2008

Cleary Gottlieb represented LS Cable Ltd., a leading wire and cable manufacturer based in Korea, in its $1.2 billion acquisition of Superior Essex Inc., a Nasdaq-listed wire and cable manufacturer based in Atlanta, Georgia.

The transaction created the third largest wire and cable manufacturing company in the world, with pro forma consolidated 2007 revenues of $12.8 billion. This transaction represents the largest cross-border tender offer by a Korean company to date.

Feb 21, 2008

Cleary Gottlieb represented Grupo Petersen in its acquisition, through its Spanish subsidiary Petersen Energía, S.A., of a 14.9% interest in YPF S.A. from Repsol YPF S.A. Cleary Gottlieb also represented Grupo Petersen in getting financing for the deal. The purchase price was financed through a $1 billion senior secured loan facility provided by a bank syndicate led by Credit Suisse, Banco Itaú, BNP Paribas and Goldman Sachs, a $1 billion subordinated seller loan from Repsol, and equity. The acquisition closed on February 21.

In addition to the acquisition, Grupo Petersen entered into two option agreements with Repsol pursuant to which Petersen was granted the right to acquire up to an additional 10.1% of YPF’s capital stock within the four years following the closing. Petersen and Repsol also entered into a shareholders agreement providing Petersen with minority shareholder protections as well as the right to appoint the CEO of YPF.

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 industry sectors in Argentina, including engineering and construction activities, banking services, agro-industry and urban maintenance.

Jan 28, 2008

Cleary Gottlieb represented an investment consortium consisting of Apollo Management and Texas Pacific Group (TPG) in its approximately $27.8 billion leveraged buyout of Harrah’s Entertainment, the world's largest gambling operator by revenue. Harrah's agreed to be acquired by Apollo and TPG for $90 per share in an all-cash deal, which included the assumption of $10.7 billion in debt. The acquisition was announced on December 19 and closed on January 28, 2008.

Apollo is a recognized leader in private equity, debt and capital markets investing.  Long-time Cleary Gottlieb client TPG is a private investment partnership that currently has more than $30 billion of assets under management.

Jul 01, 2008

Cleary Gottlieb represented Rexel S.A. in its sale to Sonepar S.A. of assets, entities and operations of Hagemeyer N.V. The sale followed Rexel's successful €3.1 billion tender offer for Hagemeyer. Cleary Gottlieb also represented Rexel in the concurrent sale of Rexel Germany to Sonepar and (along with local counsel) acquisition of Sonepar Sweden from Sonepar. Rexel received aggregate proceeds (including debt transferred) of approximately €1.7 billion from the deals.

Rexel and Sonepar had agreed in October 2007 to enter into the deals, subject to the launch and successful completion by Rexel of a tender offer for Hagemeyer. The tender offer, in which Cleary Gottlieb represented Rexel, successfully closed on March 14.

The transferred Hagemeyer entities are located in the United States, Australia, Sweden, Mexico, Canada, China, Singapore, Thailand, Malaysia, Austria, Switzerland and Northern Germany (consisting of six branches). The divestitures were preceded by several reorganizations. The final deal closed on June 30.

Rexel is based in France. It is the leading worldwide distributor of low and ultra-low voltage electrical products. Rexel has a presence in 34 countries, over 34,800 employees and 2007 pro forma sales of €14.3 billion. Cleary Gottlieb represented the underwriters in Rexel’s IPO in 2007.

Jan 09, 2009

Cleary Gottlieb represented TPG Capital and GS Capital Partners in connection with the sale of Alltel Corporation to Verizon Wireless. Verizon Wireless paid approximately $5.9 billion for the equity of Alltel and assumed approximately $22.2 billion of Alltel’s debt, net of cash. The transaction was announced on June 5, 2008, and closed on January 9. The U.S. Department of Justice approved the transaction in October 2008, the Federal Trade Commission approved it in early November 2008 and the Federal Communications Commission in early December 2008.

Verizon Wireless is the joint venture of Verizon Communications and Vodafone. The sale of Alltel increased the number of Verizon Wireless customers to more than 83.7 million, making it the largest wireless carrier in the country. Approximately 2.1 million of those customers are in markets that will be divested by Verizon Wireless in the coming months, as required by the DOJ and the FCC as a condition of the merger approval. The sale took place just over a year after TPG Capital and GS Capital Partners acquired Alltel.

TPG Capital is a leading private investment firm with more than $50 billion of capital under management. GS Capital Partners is The Goldman Sachs Group, Inc.’s private equity vehicle and a global leader in corporate equity investing.

Sep 25, 2007

Cleary Gottlieb represented a consortium of private equity investors including the Blackstone Group, Goldman Sachs Capital Partners, Kohlberg Kravis Roberts & Co., and Texas Pacific Group in connection with the $11.4 billion leveraged acquisition of Biomet, Inc. The acquisition was announced on December 18, 2006.

Biomet is an Indiana-based company that designs, manufactures and markets orthopedic devices such as artificial knees and hips.

Feb 14, 2007

Cleary Gottlieb represented Goldman Sachs, Bear Stearns and Bank of America in the approximately $30 billion financing of the acquisition of Equity Office Properties Trust by The Blackstone Group, the largest real estate transaction in history and one of the largest leveraged buyouts in history. The financing was divided into a senior and eight mezzanine components, which collectively were secured by real property, joint venture interests and other collateral. Cleary Gottlieb also represented Goldman Sachs in connection with a related bridge equity investment.

Equity Office Properties Trust was the nation's largest publicly traded office building owner, with total portfolio consisting of whole or partial interests in more than 590 buildings comprising over 105 million square feet of office space in major metropolitan areas.