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Leveraged Finance
Cleary Gottlieb is a pioneer and global leader in leveraged finance transactions. From its beginnings in the United States, Cleary Gottlieb has been active in all the various leveraged finance products, including senior secured, second lien and mezzanine syndicated loans; senior, secured and subordinated high yield bonds; and PIK (payment plan) and “PIK toggle” instruments. Cleary Gottlieb advises also on acquisition finance transactions, project finance and real estate finance. In addition, Cleary Gottlieb has been at the forefront of the development of new asset classes such as CLOs, CBOs and CDOs that have grown out of these leveraged finance products. As of March 2007 Cleary Gottlieb was counsel in three of the four largest closed leveraged buyouts (‘LBOs’) in history (Thomson).
An international firm from its creation, Cleary Gottlieb is a worldwide single partnership with a long tradition of creating new financial products and adapting financial products to new markets across the globe.
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May 20, 2007
GS Capital Partners and long-time Cleary Gottlieb client TPG Capital announced on May 20 an agreement to acquire Alltel Corp. for $71.50 in cash per share, or approximately $27.5 billion (including debt), which represents a 23% premium over Alltel’s closing share price prior to December 2006 media reports of the potential deal. The closing is currently expected to occur by the end of 2007 or by the first quarter of 2008.
Alltel is owner and operator of the nation's largest wireless network and has 12 million wireless customers.
TPG Capital is the global buyout group of the Texas Pacific Group, a leading private investment firm with more than $30 billion of assets under management. GS Capital Partners is The Goldman Sachs Group, Inc.’s private equity vehicle.
May 21, 2007
Cleary Gottlieb is representing long-time client Citigroup as arranger of the financing for Terra Firma Capital Partners’s £3.2 billion cash buyout of EMI Group Plc., which was announced on May 21.
EMI is the world's third-largest music company in terms of sales and releases music by the Beatles and Coldplay. EMI had been trying for seven years to merge with Warner Music Group Corp. but, in recommending Terra Firma’s offer, said it came "without regulatory uncertainty and with the minimum of operational risk to the company."
Jul 19, 2007
Cleary Gottlieb is currently representing 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 18th.
Biomet is an Indiana-based company that designs, manufactures and markets orthopedic devices such as artificial knees and hips.
May 17, 2007
Cleary Gottlieb advised long-time private equity client Hellman & Friedman on the refinancing and recapitalization of Gartmore Group Limited, a leading UK investment manager, and the associated corporate restructuring.
The refinancing, which closed on May 17, represents one of the first successful European-style "covenant lite" deals. These debt financings, which have become common in the U.S. private equity financing market, contain no (or very limited) financial maintenance covenants in the senior credit agreement and less restrictive negative covenants, providing the borrower's group with greater operational flexibility. Cleary Gottlieb had advised Hellman & Friedman on Gartmore’s 2006 acquisition, which was at the time the largest buyout in the asset management industry.
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.
Oct 31, 2007
Cleary Gottlieb represented Garmin Ltd. in its €2.3 billion ($3.3 billion) cash offer for Tele Atlas N.V., announced October 31. Tele Atlas was the subject of a competing cash bid from Tom Tom N.V.
Garmin, a Cayman Islands company, designs, manufactures, markets and sells navigation, communication and information devices and applications, most of which are enabled by GPS technology. Garmin is a leader in the consumer and general aviation GPS markets. Its products serve aviation, marine, outdoor recreation, automotive and wireless applications. Garmin had revenues of $1.7 billion and net income of $514 million for 2006.
Telecom Deal of the Year
(TPG’s acquisition of Alltel)
Investment Dealers Digest (2007)
Latin American Loan of the Year, Syndicated Loan of the Year and Corporate Finance Deal of the Year
(Financing of CVRD’s acquisition of Inco)
International Financing Review, LatinFinance, Latin Lawyer (2007)
Leveraged Finance Deal of the Year
(Sungard Data System's LBO)
Euromoney (2006)
Leveraged Finance Innovation of the Year
(Neiman Marcus' PIK notes LBO financing)
Euromoney (2006)
U.S. Leveraged Loan/U.S. High Yield Bond of the Year
(Sungard Data System’s LBO)
International Financing Review (2005)
Latin American Loan of the Year
(Techint's acquisition financing)
International Financing Review (2005)
“Clients credit the firm with ‘offering the whole package - corporate finance, leveraged finance and tax, plus the all-important US side.’”
Chambers Global (2008)
“The firm’s success in the leveraged finance market is widely respected by interviewees, who note its consistently high-quality advice and its effective staffing of transactions... This firm is ‘a powerful force in the LBO business’ and is recognized as ‘a formidable borrowers’ counsel.’ ... Clients value the group’s ‘holistic approach’ to transactions.”
Chambers USA (2008)
“Observers are impressed with the ‘well-organised, versatile and extremely responsive’ team and its ‘open, commercial and detail-focused attitude.’”
Chambers Europe (2008)
“This group fields ‘top-level lawyers experienced in complex acquisition finance structures.’”
Chambers USA (2007)
“A visible performer in both the international and domestic markets, the team is well versed in handling both national and cross-border LBO transactions.”
Chambers USA (2007)
“[The firm's] capacity to handle large ‘particularly tricky’ transactions is recognised by those in the know"
Chambers UK (2007)
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