Cleary Gottlieb represents a diverse range of international and domestic companies and financial institutions in not only the largest mergers and acquisitions, but also many first-of-their-kind transactions that raise standards and set precedents in industries globally. We excel in domestic M&A transactions in the United States, Europe, Latin America and Asia, and our unparalleled experience and unified global practice heighten our ability to seamlessly handle cross-border transactions. Most of our M&A partners globally are rated as leaders in their field by authoritative external commentators and publications such as Chambers and The American Lawyer. Our teams in the United States, Europe and in Asia have deep knowledge of local law and business custom and a peerless global reputation for handling headline transactions across the full array of industries.
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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.
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.
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.
Aug 06, 2008
Cleary Gottlieb acted as U.S. counsel for Istithmar World in its acquisition, in partnership with Nakheel, of a 20% stake in Quebec-based Cirque du Soleil. Under the terms of the agreement, which was announced August 6, the remainder of the business will continue to be owned by Cirque du Soleil's founder, Guy Laliberté, and his team.
Cirque du Soleil has annual sales of more than $700 million and attracts nearly ten million visitors a year, making it one of the world's largest entertainment businesses.
Istithmar is a private equity and alternative investment house headquartered in Dubai, the United Arab Emirates. Established in 2003, it is 100% owned by Dubai World, which is wholly owned by the Government of Dubai. Since its inception, Istithmar has invested in over 30 companies in three sectors: consumer, industrial and financial services.
Nakheel, a Dubai World company, is one of the world's largest and most innovative real estate developers
Nov 21, 2008
Cleary Gottlieb is representing Dexia in the proposed sale of its monoline insurance subsidiary Financial Security Assurance Inc. (excluding its Financial Products division) to Assured Guaranty, and in other transactions related to the sale.
The sale of FSA is another step in a series of measures intended to stabilize and refocus Dexia, which has been hit hard by the current financial crisis. Those measures include the €6.4 billion recapitalization of early October and the sovereign guarantees of institutional and interbank financings announced on October 9. Cleary Gottlieb represented Dexia in these transactions.
Jun 19, 2009
Cleary Gottlieb is representing Nortel Networks on the proposed $650 million sale of its wireless infrastructure business to Nokia Siemens. The firm is also U.S. bankruptcy counsel to Nortel and affiliates in their U.S. Chapter 11 proceedings.
Nortel announced June 19 that it had entered into a “stalking horse” sale agreement with Nokia Siemens for the sale of substantially all of Nortel’s CDMA business and LTE Access. The transaction requires U.S. and Canadian court approvals, and is subject to the satisfaction of customary and other conditions, including governmental approvals such as in Canada and the United States. The firm is advising Nortel on numerous aspects of the transaction, including corporate, bankruptcy, securities, employee benefits, intellectual property and real estate.
Nortel has been a client of Cleary Gottlieb for more than 20 years. In recent years, the firm has represented Nortel in a number of financing transactions and in its sale of assets related to Nortel’s UMTS access business to Alcatel-Lucent. The firm also advised Nortel on European aspects of its sale to Flextronics of manufacturing operations and related activities in Canada, Brazil, France and Northern Ireland.
A recognized leader in delivering communications capabilities across the world, Nortel does business in more than 150 countries.
Oct 17, 2008
Cleary Gottlieb represented The Hartford Financial Services Group in connection with a $2.5 billion capital investment by Allianz SE. Under the terms of the investment agreement, Allianz purchased, at $31 per share of common stock, $750 million of preferred shares convertible to common stock after receipt of antitrust approval and $1.75 billion of 10% junior subordinated debentures. Allianz also received warrants which entitle it to purchase approximately 69 million shares of common stock at an exercise price of $25.32 per share, subject to receipt of insurance, regulatory and shareholder approvals. The warrants expire in seven years. The initial transaction agreement was signed on October 6. The investment agreement and related documentation were signed, and the transaction closed, on October 17.
The Hartford, a Fortune 100 company, is one of the nation's largest financial services companies, with 2007 revenues of $25.9 billion. The Hartford is a leading provider of investment products, life insurance and group benefits; automobile and homeowners products; and business property and casualty insurance. Its international operations are located in Japan, the United Kingdom, Canada, Brazil and Ireland.
Sep 22, 2008
Cleary Gottlieb represented Barclays in its agreement to acquire Lehman Brothers' North American investment banking and capital markets businesses.
Feb 26, 2009
Cleary Gottlieb represented Deutsche Postbank in Deutsche Post’s sale of a 29.75% minority stake in Postbank to Deutsche Bank.
Deutsche Bank, which has 14 million clients in private and business banking (of whom 9.7 million are in Germany), and Postbank, which has 14.5 million clients in Germany, have also agreed to cooperate in several areas including the distribution of home finance and investment products.
With 14.2 million active domestic customers, approximately 21,000 employees and total assets of €229 billion, Deutsche Postbank is one of Germany’s major financial services providers.
Cleary Gottlieb has previously represented the Deutsche Postbank in several important transactions such as in its IPO in 2004, and its takeover of BHW Holding AG in 2005.
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.
Aug 26, 2008
Cleary Gottlieb represented Hewlett-Packard (“HP”), the computer industry giant, in its acquisition of Electronic Data Systems Corporation (“EDS”), a provider of business and technology solutions, including information-technology, applications and business process services, as well as information-technology transformation services. The EDS acquisition has an enterprise value of $13.9 billion. The deal was announced on May 13 and closed on August 26.
HP is a global provider to consumers, businesses and institutions of technology solutions, including IT infrastructure, computing, imaging and printing, with annual revenues totaling approximately $104.3 billion in 2007. Cleary Gottlieb previously represented HP in its 2007 acquisitions of Neoware and Opsware.
Aug 27, 2008
Cleary Gottlieb represented Kookmin Bank in its minority equity stake investment in JSC Bank CenterCredit (“BCC”), a leading commercial bank in the Republic of Kazakhstan. Kookmin Bank acquired 23% of BCC’s common shares for approximately $500 million, and is expected to secure a controlling stake of 50.1% in BCC within the next 30 months. Including such additional shares, the transaction is valued at $1.2 billion and is the largest overseas M&A transaction by a Korean bank to date. The deal closed on August 27.
Kookmin Bank, the largest commercial bank in Korea with a customer base of over 26 million retail customers, is a long-time client of the firm and has American Depositary Receipts listed on the New York Stock Exchange.
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.
Jan 23, 2008
Cleary Gottlieb was counsel to Citigroup in its $12.5 billion private sale of convertible preferred stock. The offering includes a $6.88 billion investment from the Government of Singapore Investment Corporation, as well as investments from Capital Research Global Investors, Capital World Investors, the Kuwait Investment Authority, the New Jersey Division of Investment, HRH Prince Alwaleed bin Talal bin Abdulaziz Alsaud, and Sanford I Weill and The Weill Family Foundation. The offering was announced on January 15, 2008 and closed on January 23, 2008.
Citi also conducted a $3.17 billion public offering of newly issued convertible preferred stock, and a $3.72 billion offering of straight preferred stock. The firm acted as underwriters' counsel on the public offerings.
Jan 23, 2008
Cleary Gottlieb represented Lafarge S.A., the world leader in building materials, in its acquisition of Orascom Building Materials Holding S.A.E. (Orascom Cement) from Orascom Construction Industries S.A.E., an Egyptian construction and building materials group founded by the Sawiris family, for $15 billion (including assumed debt), or €10.2 billion. Orascom Cement is an emerging markets cement leader, with number-one positions in Egypt, Algeria, the United Arab Emirates and Iraq, and with strategic positions in other growth markets in Africa and Asia including Saudi Arabia, Syria and Turkey. The transaction was entered into on December 9, 2007 and closed on January 23, 2008.
The purchase price is being financed by €6 billion in debt and the issuance, through a reserved capital increase, of 22.5 million new Lafarge ordinary shares at a price of €125 per share for a total capital increase of €2.8 billion, to NNS Holding Sàrl, a holding company owned by Nassef Sawiris and his family, which owns 60% of Orascom Construction Industries. Through this investment, NNS Holding will become an 11.4% shareholder of Lafarge, and Nassef Sawiris will be entitled to appoint two members of Lafarge’s board of directors.
Americas M&A Deal of the Year
(Barclays' acquisition of Lehman Brothers' assets)
International Financial Law Review (2009)
Russia M&A Adviser of the Year
Acquisitions Monthly (2009)
Americas M&A Deal of the Year
(Euronext's merger with NYSE)
International Financial Law Review (2008)
Telecom Deal of the Year
(TPG & GS Capital Partners' acquisition of Alltel)
Investment Dealers Digest (2008)
Retail Deal of the Year
(Istithmar’s acquisition of Barneys New York)
Investment Dealers Digest (2008)
Best M&A Deal of the Year
(McDonald’s regional franchise sale)
Latin Lawyer (2008)
African M&A Adviser of the Year
Acquisitions Monthly (2008)
Cross-Border M&A Deal of the Year and M&A Deal of the Year
(Mittal’s acquisition of Arcelor)
Acquisitions Monthly, International Financial Law Review (2007)
Cross-Border M&A Deal of the Year, M&A Deal of the Year and Hostile Takeover of the Year
(CVRD's acquisition of Inco)
LatinFinance, International Financial Law Review, PLC Cross-Border Quarterly, (2007)
Strongest U.S. firm in European M&A (volume, announced)
Legal Week (2007 Rankings)
#4 in Global M&A (value, announced)
Mergermarket (2008 Rankings, U.S.-based law firms)
#5 in Global Buyouts (value, announced)
Mergermarket (2008 Rankings, U.S.-based law firms)
#5 in Public U.S. M&A (completed, number of deals)
Thomson Reuters (2008 Rankings)
#5 in Asia M&A (excluding Japan; value, announced and completed)
Thomson Reuters (2008 Rankings)
#3 in Central & South American M&A (value, announced)
Mergermarket (2008 Rankings)
#2 in European Buyouts (value, announced)
Mergermarket (2008 Rankings, U.S.-based law firms)
#1 in Italian M&A (value, announced)
Thomson Reuters (2008 Rankings, U.S.-based law firms)
#5 in German M&A (value, completed)
Thomson Reuters (2008 Rankings, U.S.-based law firms)
#1 in French M&A (value, announced)
Thomson Reuters (2008 Rankings, U.S.-based law firms)
#1 in Russian M&A (value, announced)
Thomson Reuters (2008 Rankings)
#1 in Middle East & N. Africa M&A (value, completed)
Thomson Reuters (2008 Rankings)
“By moderating its growth and expansion, this firm is able to maintain its hard-earned reputation for quality service as it takes time to select lateral hires that will resemble the standards of its home-grown talent. … The firm’s close links to financial institutions has meant its expertise has been highly sought after in light of recent world events.”
“Cleary has had offices on mainland Europe for so long that it justifiably feels at home on the continent and does not, as some newer US-based entrants to the market might, rely on being fed by US clients. … Its expertise in capital markets and finance is a constant boon to the M&A aspect of its work.”
“There are high levels of co-operation between the Moscow and London offices, and clients commended this cross-border teamwork: ‘I was dealing not just with a single person but with a great team of lawyers from different countries.’”
Chambers Global (2009)
“Cleary’s international outlook is one of its most distinguishing features, with a wide array of jurisdictions across the world boasting an office. … With its specialty in financial products and capital markets, it is ideally placed to take advantage of the financial institution-related work that has emerged in recent months.”
“‘Always a force to be reckoned with, Cleary Gottlieb deserves the utmost respect from opposing sides in deals.’ This formidable international firm serves a significant number of financial institutions, and the Washington, D.C. group works closely with the larger New York office on several cross-border transactions.”
Chambers USA (2009)
“More impressive however is Cleary Gottlieb Steen & Hamilton ... as it seems to be the firm of choice at the moment.”
Mergermarket Global M&A Round-up in Financial Services for Q1-Q3 2008
“A ‘powerful presence’ in the M&A landscape, this excellent firm provides a ‘uniformly high-quality’ service to clients throughout the USA and beyond.”
“‘Truly a pioneer in terms of its structure and global vision,’ Cleary Gottlieb is a name to be reckoned with on the international corporate scene.”
Chambers Global (2008)
“‘The thing about Cleary is that it is so very consistent - just fantastic.’ ... It is regarded as one of the premier stops for cross-border transactions.”
“Possessed of wonderful ties in the financial world, this ‘top drawer’ firm ‘shimmers with quality,’ according to interviewees.”
Chambers USA (2008)
“This New York heavyweight is typically labelled ‘the undisputed leader, and the true benchmark when it comes to corporate work Latin America’ ... In the words of one seasoned client: ‘I know it’s going to be plain sailing when Cleary lawyers are in the deal.’”
Chambers Latin America (2008)
“Peers attest to this quality outfit’s ‘fantastic integration across its network - it is seamless.’”
Chambers Europe (2008)
“Indeed, the firm prides itself on its ability to arrive at reasonable and proactive solutions in the deal room, as opposed to the more belligerent approach favored by other firms. This may explain the respect that the firm receives from the market: ‘they have some very good, credible partners’, confirms one client.”
The US Legal 500 (2008)
“Cleary Gottlieb Steen & Hamilton LLP offers ‘strong practical experience’ and ‘never disappoints.’”
The Legal 500 - UK (2008)
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