Cleary Gottlieb’s private equity practice has been a leader for decades and is expert in every aspect of private equity, across a broad range of industries and in every region of the world. Despite recent market developments, we continue to advise on some of the highest-profile matters and our clients appreciate the rigor of our comprehensive approach in protecting and advancing their business interests. With lawyers based in the United States, Europe and Asia, the firm is widely respected for its international cohesion. We have been counsel in three of the four largest-ever completed leveraged buyouts worldwide and regularly advise on first-of-a-kind transactions. We have been recognized as a leading firm in private equity fund formation by both Chambers USA and Chambers Global every year since those publications began.
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Feb 27, 2013
Cleary Gottlieb represented Aerostar Airport Holdings, LLC, a joint venture of Highstar Capital and Grupo Aeroportuario del Sureste (ASUR), in the 40-year lease to operate the San Juan Luis Muñoz Marin (“SJU”) International Airport as a public-private partnership, approved by the Federal Aviation Administration. The approval paves the way for SJU to become the first major airport in the United States run by a private operator under the FAA’s Pilot Privatization Program, which was signed into law in 1996. Aerostar will now begin to move forward with its plan to invest nearly $1.4 billion over the 40-year life of the lease to transform SJU into a world-class airport gateway. Cleary Gottlieb is also representing Aerostar connection with the financing for the concession.
SJU is the Caribbean’s busiest airport, handling more than 8.4 million passengers in fiscal year 2012. Aerostar expects at least 1,500 direct and indirect construction-related jobs to be created through its near-term capital investment program, which will be one of Puerto Rico’s largest construction projects. The transaction will create approximately 2,100 near-term direct jobs, once jobs in landscaping, cleaning and maintenance are included.
ASUR is a Mexican airport operator with concessions to operate, maintain and develop the airports of Cancún, Mérida, Cozumel, Villahermosa, Oaxaca, Veracruz, Huatulco, Tapachula and Minatitlán in the southeast of México.
Highstar Capital is an independently owned and operated private equity firm with an operationally focused, value-added strategy. Based in New York, the firm was founded in 1998. Since 2000, the Highstar Team has managed approximately $7.6 billion on behalf of its managed funds and co-investors, including investments in energy infrastructure, environmental services infrastructure, infrastructure, and transportation infrastructure.
Jan 14, 2013
Cleary Gottlieb represented CPP, a portfolio company of Warburg Pincus, in connection with its new $700 million credit facility. The financing was provided by a syndicate of banks with UBS as agent, and consisted of a $415 million senior secured first lien term loan B facility, a $100 million senior secured first lien revolving facility and a $185 million senior secured second lien term loan facility. A portion of the proceeds were used to finance CPP's acquisition of ESCO Corporation's Turbine Technologies Group, which closed simultaneously with the financing.
Apr 08, 2013
On April 8, 2013, Fintech Investments Ltd. closed on transactions to conclude the restructuring of Vitro S.A.B. de C.V., which has been one of the most complex and highly contested multi-jurisdictional restructurings involving any company seeking recognition in the United States of an approved foreign judicial reorganization proceeding. As previously reported, Cleary Gottlieb represented Fintech in connection with the negotiation of a series of agreements with Vitro and certain of its creditors pursuant to which Fintech agreed to acquire the bonds held by those creditors, and take certain action to resolve all pending litigation involving Vitro’s financial restructuring. In exchange for its participation in the settlement, Fintech agreed to contribute the bonds it acquires to the restructuring plan approved by the Mexican legal process and receive the Mexican plan consideration and a subsidiary of Vitro agreed to provide Fintech with shares that will represent approximately 20% of Vitro’s outstanding stock and a senior secured note with a two-year maturity.
In connection with the transaction, Cleary Gottlieb also assisted Fintech in negotiating secured repo financing. Cleary Gottlieb litigation and bankruptcy teams are handling the resolution of various civil and bankruptcy related cases in the United States and Mexico. Previously as part of this assignment, Cleary Gottlieb represented Fintech in connection with a tender offer and consent solicitation that preceded Vitro’s Mexican prepackaged plan of reorganization, the negotiation and structuring of Vitro’s concurso mercantil plan in Mexico, and the enforcement proceedings for the plan under Chapter 15 of the U.S. bankruptcy code, including numerous appeals. In addition, Cleary Gottlieb has represented Fintech in litigation that arose out of Vitro’s restructuring, including before the Fifth Circuit Court of Appeals.
Jun 27, 2012
Cleary Gottlieb is representing TPG in the acquisition, together with Leonard Green & Partners, of Savers, a thrift retailer, in a recapitalization transaction. TPG and Leonard Green will own equal stakes in the company.
Savers is the largest for-profit secondhand merchandise retailer in the United States, Canada and Australia. The company purchases clothing from nonprofit organizations such as Easter Seals and the American Cancer Society and resells it to the public through its 270 thrift stores. Tom Ellison, the son of the late Savers founder, William Ellison, will continue to have an equity stake in the company equal to the stake held by TPG and Leonard Green & Partners. The deal is valued at approximately $1.7 billion and the transaction is expected to close in the first week of July.
Mar 11, 2013
Cleary Gottlieb represented Ivanhoé Cambridge in a €1 billion joint investment with Blackstone in debt secured by Gecina shares. On March 11, 2013, Ivanhoé Cambridge and Blackstone entered into limited partnership agreements in relation to a joint investment through various Canadian and Luxembourg entities in (i) the debt of certain Gecina shareholders secured by pledges over their Gecina shares and (ii) Gecina shares.
Ivanhoé Cambridge and Blackstone have already invested approximately €1 billion in such debt through this investment structure (as of March 11, 2013). In particular, they now hold more than 60% of the debt (secured by Gecina shares) of Alteco Gestión y Promoción de Marcas and Mag-Import, two of the three largest Gecina shareholders, which are both currently in insolvency proceedings in Spain.
Gecina is a French real estate investment company (so-called “SIIC”) listed on Euronext Paris, and one of the leading French real estate groups. It owns, manages and develops property holdings worth €11 billion as of December 31, 2012.
Ivanhoé Cambridge is a Canadian real estate subsidiary of “Caisse de dépôt et placement du Québec” (one of Canada's leading institutional fund managers) and operates in real estate investment, development, asset management and building operations. It holds assets in more than 20 countries worth more than Cdn$30 billion as of December 31, 2011.
Blackstone is one of the world’s leading investment and advisory firms. Its businesses include the management of private equity funds, real estate funds, hedge fund solutions, credit-focused funds and closed-end funds, as well as various financial advisory services.
Jul 02, 2012
Cleary Gottlieb is representing Conversus Capital in the sale of its portfolio of third party private equity fund interests to HarbourVest Partners for approximately $1.4 billion. The transaction was announced on July 2.
Conversus is a publicly traded portfolio of third party private equity funds listed on NYSE Euronext Amsterdam. Conversus common unit holders will be given the choice of receiving cash consideration or rolling up to an aggregate maximum of 49.9% of the common units into an equivalent equity interest in the new HarbourVest acquisition vehicle. In connection with the transaction, Conversus also has agreed to acquire Conversus Asset Management, the investment manager of Conversus, for approximately $42.5 million and an exchange of releases.
Apr 03, 2012
Cleary Gottlieb is representing Biomet in connection with its offer to acquire the global trauma business of DePuy Orthopaedics, Inc., a Johnson & Johnson company, for approximately $280 million. The transaction was announced on April 3.
Biomet is an Indiana-based company and a global leader in the manufacture of musculoskeletal medial products.
Oct 17, 2011
Cleary Gottlieb is representing J.C. Flowers & Co. in its €243.6 million acquisition of Fidea (Belgium) from the KBC group. The transaction was signed on October 17, 2011 and is expected to be completed in the first quarter of 2012, subject to customary regulatory approvals. The divestment of Fidea is part of KBC’s wider restructuring plan, approved by the European Commission, following government support received by KBC in 2008.
Fidea is a complementary insurance distribution channel (under a separate brand name) that KBC used in addition to its core bancassurance platform built around tied insurance agents and bank branches. It employs 316 people and has a market share of about 1.5%. It offers a complete range of non-life, life and investment-type insurance products to private customers, SMEs and corporate clients.
J.C. Flowers & Co. is a global investment adviser and private fund manager focused solely on the financial services industry.
KBC is a bank and insurance group with home markets in Belgium and Central and Eastern Europe. In Belgium, it provides banking and insurance services under the KBC and CBC brand names.
Jul 26, 2011
Cleary Gottlieb advised Bridgepoint and Eurazeo in the acquisition of Foncia from BPCE.
As the leading residential real estate services company, Foncia has a network of more than 600 branches run by nearly 7,000 employees. It operates in France, Switzerland, Germany and Belgium, and offers a complete range of services for the residential real estate market: lease management, joint property management, sales advice, financing research, insurance and technical diagnoses.
Foncia’s enterprise value was valued €1.017 billion. Eurazeo and Bridgepoint invested about €480 million in equity capital (including €240 million on the part of Eurazeo and Eurazeo Partners). BPCE invested €200 million in the business, under conditions that protect Eurazeo and Bridgepoint’s returns. The balance of the acquisition was financed by debt of €395 million. The company will also have access to €90 million in available financing to assist with its development.
The acquisition closed on July 26, 2011.
Jun 30, 2011
Cleary Gottlieb represented Warburg Pincus in its acquisition of Rural/Metro Corporation for approximately $438 million (excluding debt). The transaction was announced on March 28, 2011, approved by a vote of the Rural/Metro shareholders on June 27, 2011 and closed on June 30, 2011. At the time of closing, Warburg Pincus and Rural/Metro refinanced Rural/Metro’s outstanding debt of approximately $270 million and issued senior notes in an aggregate principal amount of $200 million.
Rural/Metro is a leading national provider of emergency and non-emergency ambulance transport services and private fire protection services in 20 states and approximately 440 communities throughout the United States.
Jun 08, 2011
Cleary Gottlieb represented Helios Investment Partners in connection with the formation of its second private equity fund, Helios Investors II, L.P. Helios II held its final close on June 8 with aggregate commitments from investors of over $900 million, making it the largest pan-Africa investment fund raised to date. The fund has a mandate to pursue investments throughout Africa, and has already closed a number of landmark transactions.
May 17, 2012
Cleary Gottlieb is representing Agilent Technologies, Inc. in its $2.2 billion acquisition of Danish cancer diagnostics company Dako A/S from EQT, the Sweden-based private equity group.
The transaction, which was announced on May 17 and is Agilent's largest ever acquisition, is expected to close within 60 days pending regulatory clearances.
Agilent is the world's premier measurement company and a technology leader in chemical analyses, life sciences, electronics and communication. Dako is a global leader in tissue-based cancer diagnostics, providing know-how, reagents, instruments and software to hospitals and research laboratories in more than 100 countries worldwide. Agilent's strategy in acquiring Dako is to strengthen its presence in life sciences while combining with a complementary company to produce revenue synergies.
Dec 21, 2012
Cleary Gottlieb represented Warburg Pincus in connection with its acquisition of a majority interest in CROSSMARK Holdings, Inc. The acquisition closed on December 21.
CROSSMARK is a provider of business solutions, with expertise in sales, merchandising and in-store marketing across a wide range of retail channels.
Jan 20, 2012
Cleary Gottlieb represented TPG Asia in its investment in Li Ning Company. The investment comprised a subscription of 561 million yuan ($89 million) convertible bond and a HK$349.8 million ($45 million) share acquisition from the founding shareholder. The deals were signed in January 2012 and completed in February 2012.
Li Ning Company is listed on the Hong Kong Stock Exchange and is one of the leading sports brand enterprises in the Peoples’ Republic of China. Its products include footwear, apparel, equipment and accessories for sports and leisure use.
Sep 23, 2011
Cleary Gottlieb represented Luna, the joint investment vehicle of TPG and VTB Capital, in a transaction whereby shareholders of Lenta led by Svoboda Corporation sold a 44% holding to Luna, the European Bank of Reconstruction and Development, VTB Capital and a Cyprus subsidiary of Lenta for $1.14 billion. As a result, Luna will have a controlling interest in Lenta, Russia's leading grocery/hypermarket chain with 40 stores across the country. The deal marks the largest PE investment in a Russian business to date; it closed on September 23, 2011.
Cleary Gottlieb advised Luna on its initial investment in Lenta in October 2009, in which it acquired a 35% stake from the founder of the business. Following a disputed board meeting in May 2010 which resulted in rival claims as to who should serve as the CEO of Lenta, the firm represented Luna in an arbitration case before the LCIA and, working with local counsel, oversaw litigation in the British Virgin Islands as well as multiple court cases in the Russian Federation. In connection with the transaction, all litigation was settled. In addition, Cleary Gottlieb acted as counsel to Lenta in secured financing extended by VTB Capital, used in part to fund the purchase of Lenta shares by its Cyprus subsidiary, in one of the largest LBOs to date in Russia.
Client Service Award for Investment Funds
Chambers USA (2012)
Leading firm in private equity buyouts
Chambers Global and Chambers USA
Leading firm in private equity fund formation
Chambers Global and Chambers USA
“Recommended” firm for fund formation
Global Counsel Handbook for Private Equity
Private Equity Deal of the Year
(TPG and Shriram Group's acquisition of Vishal Retail)
IFLR Asialaw India Awards (2012)
North American Logistics Deal of the Year
(Development of Seagirt Marine Terminal)
ProjectFinance (2011)
Best Private Equity Deal
(TPG/Northstar’s acquisition of BFI Finance Indonesia)
FinanceAsia (2011)
#1 in Private Equity (Involving North American Target)
The American Lawyer’s 2010 “Corporate Scorecard” (Announced, value, based on mergermarket data)
Americas Private Equity Deal of the Year
(OneWest Bank’s acquisition of IndyMac Federal Bank)
Financial Times and mergermarket Americas M&A Awards (2009)
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)
“This firm’s private equity presence spans the USA, Europe and Asia, where teams of experienced lawyers serve the needs of an impressive client base. ‘The service was exceptional. The team worked hard and the quality of advice was superior.’”
Chambers Global (2013)
“This solid firm has a well-established international private equity practice with cross-border capabilities across Europe and Asia. The team has impressive expertise across the full gamut of matters, ranging from M&A and leveraged buyouts to portfolio company transactions and fund formation. ‘A great firm that is well established in the area.’”
Chambers USA (2013)
“[Cleary] enjoys a strong presence in the domestic market as well as considerable international strength, and is active across a wealth of industry sectors including technology, financial institutions and consumer goods. It counts some leading private equity firms amongst its steady clients … ‘An excellent firm, and the lawyers were fantastic.’”
Chambers Europe (2013)
“This American firm garners tremendous respect from sources for its transactional abilities, and its presence in Asia has recently been strengthened with the opening of a new office in Seoul. Sources say: ‘We have tremendous respect for the team, we think they are top notch.’”
Chambers Asia (2013)
“The group benefits from the support of a premier capital markets team. ‘The team is technically very strong and it has proven this over and over again – the talent they bring is of high quality and we always go back to them.’”
“Private equity is a core practice area for this stalwart US firm, which has been active in Asia for more than 30 years. It has two offices in Greater China, from which it runs its Asian operations, including handling significant work in South Korea and India.”
Chambers Global (2012)
“This team continues to advise on private equity deals across a wide range of sectors with a strong emphasis on cross-border transactions. In the past year, it has represented a variety of sponsors within the media and technology sector … ‘One of the finest financing practices in private equity.’”
Chambers USA (2012)
“Sources say: ‘The talent they bring is of the highest quality. We have a close relationship with them on a global basis and they understand how we like to do transactions in this part of the world.’”
Chambers Asia (2012)
Cleary Gottlieb “continues to draw praise from its GP clients, which highlight the ‘high-quality, timely and attentive delivery every time,’ and the ‘excellent knowledge of market terms’ among the two partners and one counsel that make up the investment management practice.”
The Legal 500 U.S. (2012)
“This firm maintains its prominent reputation in the USA and, with offices in 12 major international financial centers, it is well placed to handle work in many jurisdictions and continues to be present on EU transactions. … ‘Cleary has a fabulous international network. … It’s really first-rate.’”
Chambers Global (2011)
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