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Middle East
With many years of experience in the Middle East and unparalleled global presence, Cleary Gottlieb offers clients the unique combination of broad-based cross-border expertise and an appreciation for the local business environment. Through our 14 integrated offices in Europe, Asia, Latin America and the United States, we advise clients based in the Middle East as well as those doing business in the region.
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Nov 03, 2011
Cleary Gottlieb has successfully defended the Republic of Iraq's sovereign immunity in the English Court of Appeal, in relation to a $35 million claim by a Saddam era creditor.
The claim arose in the context of the liquidation of Rafidain Bank. SerVaas Incorporated, a contractual counterparty of Iraq, sought to intercept monies due to Iraq in the liquidation and to enforce a judgment against Iraq's entitlement to those monies in the English courts. SerVaas applied for a Third Party Debt Order over the monies due to Iraq and an injunction restraining the liquidators from making payments to Iraq.
On November 3, the Court of Appeal affirmed the judgment of Mr. Justice Arnold in the English High Court to the effect that the monies were protected by Iraq's sovereign immunity. SerVaas has been given permission to appeal to the Supreme Court.
Nov 27, 2011
Cleary Gottlieb is acting as counsel to the Ministry of Oil of the Republic of Iraq in connection with the Basrah Gas Company project, a joint venture between South Gas Company (an Oil Ministry affiliate), and affiliates of Royal Dutch Shell and Mitsubishi Corporation. The transaction agreements were signed on November 27, 2011.
The purpose of the 25-year project is to gather and process associated natural gas that is produced at three giant oil fields near Basrah, in the southern part of Iraq. Currently, most of the associated gas is flared due to a lack of processing capacity, resulting in significant environmental damage and economic waste. The problem will become more acute as oil production from the fields is increased – studies show that associated gas production from the three fields could increase from its current level of 700 million standard cubic feet per day to over 2 billion standard cubic feet per day.
Under the transaction agreements, the parties will create a new company, Basrah Gas Company, in which South Gas Company will hold a 51% interest, Shell 44% and Mitsubishi 5%. BGC will process associated gas from the three fields, extracting liquids such as condensate, propane and butane for sale in Iraq and for export. The remaining dry natural gas will be used in Iraq, primarily to product electric power. If the volume of gas produced is greater than domestic requirements, BGC may construct a Liquefied Natural Gas plant or other export facilities. The total investment requirement is currently estimated at $17 billion.
May 24, 2011
Cleary Gottlieb represented TPG in connection with its sale of several hundred million dollars of equity in private placements to the Government of Singapore Investment Corporation and the Kuwait Investment Authority. According to the press, the sale of the approximately 5% stake implies a valuation of nearly $11 billion for TPG. The transaction completed in March 2011.
Mar 01, 2011
Cleary Gottlieb represented Istithmar Retail in connection with the Chapter 11 proceedings of its portfolio company, Loehmann's Holdings. On March 1, 2011 Loehmann's emerged from bankruptcy protection, just 3 1/2 months after commencing a pre-negotiated Chapter 11 case that was overwhelming supported by creditors in all creditor classes. Under the restructuring plan approved by the court, Istithmar and senior secured noteholder Whippoorwill Associates, a White Plains, New York-based investment manager, backstopped a $25 million rights offering to senior bondholders, providing the funds necessary for the restructuring. As a result of the backstop arrangement, as well as their existing bond positions, Istithmar and Whippoorwill received board selection rights and a substantial ownership stake in reorganized Loehmann's. Through an expedited and consensual process, Loehmann's emerged with a stronger balance sheet, including the elimination of $110 million in long-term debt, and avoided liquidation unlike many recent retailers in bankruptcy.
Loehmann's is a 90-year-old retailer best known for its discounted prices for designer apparel.
Mar 29, 2010
Cleary Gottlieb represented Orascom Construction Industries, an Egyptian construction and fertilizer company that ranks among the top nitrogen-based fertilizer producers in the world, in its acquisition of DSM Agro and DSM Melamine from Royal DSM (DSM), a Dutch life sciences and material sciences company, for €310 million on a cash-free and debt-free basis. The transaction was entered into on March 29 and is expected to close on May 31, subject to regulatory, antitrust and other customary approvals and notifications.
DSM Agro is a producer of ammonia and high-nitrogen fertilizers for grasslands and agricultural crops. DSM Melamine is the world’s largest producer of melamine, a chemical product used mainly as an adhesive in wood-based panels and as a laminate in furniture and flooring.
OCI’s acquisition of DSM Agro and DSM Melamine is structured as a share purchase following an internal reorganization within DSM of the assets and shares comprising the businesses of DSM Agro and DSM Melamine. In addition, certain assets and liabilities related to the sales activities of DSM Melamine in Spain and the United Kingdom will be sold to Orascom Nitrogen or its designees as part of the transaction.
Sep 30, 2009
On September 30, Judge Richard J. Holwell of the United States District Court for the Southern District of New York granted Cleary Gottlieb’s motion to dismiss all claims against our clients the Republic of Iraq, the Central Bank of Iraq and Rafidain Bank as barred by the statute of limitations. The suit brought by Bulgartabac Holding AD, a Bulgarian company, sought damages of $30 million for alleged breach of contracts and dishonor of letters of credit issued in connection with sales of cigarettes from communist Bulgaria to Saddam-era Iraq during the 1980s. The district court rejected various claims of equitable tolling and other theories of extension of the statute of limitations asserted by the plaintiff, and held that the claims were time-barred under New York’s six-year statute of limitations, which applied by virtue of New York’s borrowing statute.
This is the second case in which Cleary Gottlieb has defended Iraq against suits brought by a Bulgarian company. The first, filed in the United States District Court for the District of Columbia by Agrocomplect, a Bulgarian company that provided engineering and land reclamation services, was dismissed in November 2007. That holding was affirmed by D.C. Circuit Court in November 2008. Cleary Gottlieb has also represented the new government of Iraq in a number of international arbitrations.
Mar 30, 2010
Cleary Gottlieb represented Istithmar in the successful restructuring of $150 million of mortgage and mezzanine debt that had financed Istithmar's 2006 purchase and refurbishment of the W Washington Hotel, formerly the Hotel Washington. The loan is currently held by a securitization trust created by UBS, StabFund (an SPV created by the Swiss National Bank to acquire illiquid assets from UBS) and Fillmore Capital Partners.
Istithmar is the investment arm of Dubai World, which manages and supervises a diversified portfolio of businesses and projects for the Government of Dubai.
Sep 16, 2008
Cleary Gottlieb represented Arcapita in its acquisition of CEPL. The deal is CEPL’s secondary LBO. It closed on September 16.
Arcapita is a Bahrain-based bank and investment fund. It has made over $26 billion in corporate, real estate, asset-based and venture capital investments. Arcapita acts as a principal, utilizing its own funds to complete deals, but its ultimate objective is to place a majority of the acquired equity with its investor base.
CEPL is France’s leading provider of outsourced, automated, multi-product order preparation services. CEPL enters into long-term agreements with clients to take over and manage existing warehouses and personnel. It receives and stores clients’ goods and prepares multi-product orders for delivery by third party transporters.
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.
Jun 16, 2008
Cleary Gottlieb represented Meraas Capital LLC in its acquisition of a 20% interest in the GM Building through a joint venture with Boston Properties Limited Partnership and US Real Estate Opportunities I, L.P., a Goldman Sachs managed investment fund. The governments of Kuwait and Qatar are the principal investors in US Real Estate Opportunities. The joint venture acquired the GM Building from Harry Macklowe for $2.8 billion, and three other New York office buildings for an additional $1.1 billion.
General Motors developed the GM Building in 1968. It is a landmark 50-story office tower located in the heart of New York’s Plaza District, and it is home to tenants including Weil Gotshal, Estee Lauder and FAO Schwartz. It is also the site of the cutting edge Bohlin Cywinski Jackson designed glass cube that serves as the entrance to the underground Apple Store.
As part of the deal, the joint venture also agreed to purchase three other New York office buildings, 2 Grand Central Tower, 125 West 55th Street and 540 Madison Avenue, for an additional $1.1 billion. The aggregate purchase price for all four assets was $4 billion.
Meraas Capital LLC is an investment company based in Dubai, United Arab Emirates. Meraas is envisaged to become a leading real estate and private equity investment holding company with a multibillion dollar diversified portfolio of investments that include income-producing and long-term strategic assets globally.
Boston Properties is a Public REIT that owns, operates and develops Class A office buildings throughout the United States.
Jan 25, 2008
Cleary Gottlieb represented Citi in 10 concurrent offerings of $19 billion of convertible preferred stock and straight preferred stock. The offerings involved six individually negotiated private placements of $12.5 billion of convertible preferred stock to the Government of Singapore Investment Corporation, the Kuwait Investment Authority, HRH Prince Alwaleed bin Talal bin Abdulaziz Alsaud, Capital Research mutual funds, the New Jersey Division of Investment and Citi's former Chairman and CEO Sandy Weill, as well as a $3.17 billion public offering of convertible preferred stock and a $3.72 billion public offering of straight preferred stock. The private and public convertible preferred stock offerings closed on January 23 and the straight preferred stock offering closed on January 25.
Cleary Gottlieb represented Citi on the private placements, and represented the underwriters, led by Citi Global Markets, for the public offerings. Cleary Gottlieb also served as disclosure counsel to Citi in connection with its year-end earnings release.
#1 in Emerging Markets M&A (Announced and completed, value)
Thomson Reuters (2010 Rankings)
#3 EMEA Equity IPO Issuers Counsel (Value)
Bloomberg (2010 Rankings)
Middle East Equity Deal of the Year
(Depa's IPO)
International Financial Law Review (2008)
Americas Debt & Equity-Linked Deal of the Year
(Citigroup’s $7.5 billion sale of Upper DECS Equity Units to Abu Dhabi Investment Authority)
International Financial Law Review (2008)
#2 in EMEA Managers' Counsel in IPOs
Bloomberg (2008 Rankings, U.S.-based firms, volume and deal count)
#1 in Middle East & N. Africa M&A
Thomson Reuters (2008 Rankings, completed, value)
Retail Deal of the Year
(Istithmar’s acquisition of Barneys New York)
Investment Dealers Digest (2007)
Global and EMEA Restructuring Deal of the Year
(Iraq's debt restructuring)
International Financing Review (2006)
“Clients are quick to note that this Middle Eastern team, true to the firm’s broader reputation, provides high-quality and well-informed advice on a range of matters.”
Chambers Global (2011)
“[The firm] is highly regarded for its ability to manage deals on a global scale.”
Chambers Global (2010)
“[This firm’s] strong performance in debt restructuring brings a wealth of major clients, including sovereign entities. Regional M&A, buyouts and other corporate transactions figure highly in the firm’s workload, particularly for transactions in regulated industries such as telecoms.”
“This outfit has achieved more from London and Paris than some rivals with long-standing offices in the Middle East. … [T]his firm’s successes, especially in capital markets, speak for themselves.”
Chambers Global (2009)
“Cleary Gottlieb Steen & Hamilton LLP has … an impressive record of acting for local corporates, government-controlled companies and sovereign wealth funds.”
The Legal 500 – Europe, Middle East and Africa (2009)
“Cleary Gottlieb Steen & Hamilton LLP deserves recognition for its commitment to [the Middle East] ... It has built an enviable client portfolio over the years.”
The Legal 500 - Europe, Middle East & Africa (2008)
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