Nov 24, 2009

Cleary Gottlieb represented Tatneft as borrower in a $1.5 billion syndicated pre-export financing. The transaction was commemorated on November 24 by a signing ceremony held in Kazan, the capital of Tatarstan, at which the Prime Minister of Tatarstan, Rustam Minikhanov, and the General Director of Tatneft, Shafagat Takhautdinov, presided. The financing is the largest pre-export financing by a Russian borrower in 2009. The financing was syndicated among a broad 20-member syndicate that included not only major Western banks but also Russian banks that took up roughly one-third of total commitments, with Gazprombank and Bank of Moscow joining as lead arrangers. In addition, the international commodities trader Vitol provided funding while also acting as the offtaker in the transaction. The deal was well over-subscribed. WestLB and Bayerische Hypo-und Vereinsbank (UniCredit) acted as coordinating mandated lead arrangers, and Bank Zenit and Citibank acted as financial advisors to Tatneft.

Tatneft is Russia's sixth largest oil company and has its headquarters and most of its fields located in Tatarstan, a republic of the Russian Federation. This financing will help fund the construction of the Taneco refinery, a new major petrochemical refinery in Nizhnekamsk, Tatarstan, a project of national importance supported by the Russian State. Since 1995, Cleary Gottlieb has represented Tatneft on a wide variety of matters including more than $4 billion of bank financings, capital market transactions, M&A matters and international arbitrations.

Oct 20, 2009

Cleary Gottlieb served as United States counsel to Petróleo Brasileiro S.A.--Petrobras in a $4 billion offering of SEC-registered 10-year and 30-year notes issued by Petrobras’ finance subsidiary, Petrobras International Finance Company (PifCo). The proceeds of this multi-tranche offering will be used to repay the $3.168 billion outstanding under a bridge loan facility between PifCo and various international banks, and for general corporate purposes including financing Petrobras’ planned capital expenditures. According to media reports, this was Brazil's largest bond issue since a 2000 issuance of sovereign debt, and the largest-ever bond issue for a Brazilian company.

The notes are unconditionally and irrevocably guaranteed by Petrobras, and the terms of the notes are as follows:

• $2.5 billion of PifCo’s 5.75% Global Notes due 2020
• $1.5 billion of PifCo’s 6.875% Global Notes due 2040

Settlement occurred on October 30. PifCo intends to apply to have the 10- and 30-year notes listed on the New York Stock Exchange.

Aug 20, 2009

Cleary Gottlieb acted as U.S. and international counsel to Enel S.p.A in its recently-completed €8.0 billion capital increase, the largest equity offering in Italy in recent years and one of the largest rights offerings in Europe this year.

The multi-step transaction, which was open to Italian retail investors and to institutional investors on a Regulation S/Rule 144A basis, consisted of an offering to Enel's existing shareholders of rights to subscribe for newly-issued shares at a discount to the then-current market price, a concurrent period during which the rights were traded on the Italian Stock Exchange and, finally, an auction on the Italian Stock Exchange of any remaining unexercised rights. More than 99.5% of the rights were exercised by the end of the initial trading period, and all of the remaining rights were taken up in the auction.

The Enel Group is the leading electricity operator in both Italy and Spain and one of the leading global operators in the fields of generation, transportation, distribution and sales of electricity; the Group also imports, distributes and sells natural gas. The successful offering, which resulted in the issuance of over 3.2 billion new shares that increased Enel's share capital by 34.21%, was primarily motivated by Enel's international expansion. In particular, it served to replenish capital used in completing Enel's recent acquisition of an additional 25.01% interest in a leading Spanish energy company, Endesa S.A., a transaction that brought Enel's total interest in Endesa to 92.06%.

Banca IMI S.p.A., J.P. Morgan Securities Ltd., and Mediobanca – Banca di Credito Finanziario S.p.A. served as Joint Global Coordinators and Co-Bookrunners for a large syndicate of Italian and international banks that had agreed to place any new shares that had not been subscribed for at the end of the auction. The very challenging transaction, which was notable for an accelerated timetable and the issues posed by the current financial crisis and the large number of jurisdictions involved, closed successfully on July 10.

Cleary Gottlieb has acted as counsel in the largest Italian equity offering in each of the last five years.

Aug 12, 2009

Cleary Gottlieb represented Petroliam Nasional Berhad (PETRONAS) in concurrent Rule 144A/Regulation S offerings of $3 billion in 5.25% senior notes due 2019, which were guaranteed by PETRONAS and issued by PETRONAS Capital Limited, a Labuan special purpose company and finance subsidiary of PETRONAS, and of $1.5 billion in sharia-compliant trust certificates (known as sukuk) due 2014 issued by PETRONAS Global Sukuk Ltd. (PGSL), a Labuan special purpose company. Both offerings priced on August 5 and closed on August 12.

The offerings represent the largest corporate debt issuance in Asia outside Japan in the last five years and the second-largest corporate debt issuance ever in Asia outside Japan. The sukuk offering is one of the two largest global sukuk transactions ever done, and the first global corporate sukuk transaction in 2009.

PETRONAS is a fully integrated oil and gas corporation with operations or investments in more than 30 countries around the world. It is wholly owned by the Malaysian government and is ranked among the FORTUNE Global 500.

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.

Sep 24, 2008

Cleary represented the underwriters in a $200 million SEC-registered follow-on offering of ADRs of LDK Solar Co., Ltd. UBS Investment Bank and Goldman Sachs (Asia) L.L.C. acted as joint book-runners for the offering. The offering was launched and priced on September 19 and closed on September 24.

LDK is a leading manufacturer of multicrystalline solar wafers, the principal raw materials used to produce solar cells. LDK is based in Xinyu City, Jiangxi Province, China.

Aug 29, 2008

Cleary Gottlieb is representing A2A S.p.A. in an agreement with Acciona S.A., Enel S.p.A., E.ON AG, Endesa S.A., Endesa Europa S.L. and Endesa Italia S.p.A., (now E.ON Produzione S.p.A.) giving A2A the right to trigger a partial non proportional demerger of Endesa Italia. Following such demerger, A2A will receive certain generation assets of Endesa Italia in exchange for the cancellation of its 20% equity interest in Endesa Italia. The deal signed on June 16, 2008.

A2A was formed on January 1 through the merger of local utilities AEM, ASM Brescia and AMSA and is now the largest local utility and second-largest electricity company in Italy.

Acciona is a corporate group primarily based in Spain, whose main lines of business are the development and management of infrastructure and real estate projects, the provision of transport, urban and environmental services, and the development and operation of renewable energies.

ENEL is an Italian electricity operator, active in the generation, distribution and supply of electricity mainly in Italy, and in the purchase and sale of natural gas for domestic electricity generation and gas operations in Italy. Together with Acciona, it recently acquired control of Endesa.

E.ON is an energy company headquartered in Germany with its main activities in the generation, transmission and supply of electricity and gas throughout Europe and in the United States. In the context of the above transactions, E.ON acquired Endesa Europa and Endesa Italia from Endesa S.A.

Endesa is the leading utility in the Spanish electricity system and the number one private-sector multinational electricity utility in Latin America; it is a major operator in the European Mediterranean region, particularly in Italy, and develops activities in other European countries.

Jun 01, 2008

Cleary Gottlieb represented the initial purchasers, led by Banc of America Securities LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co. and J.P. Morgan Securities Inc., in the Rule 144A/Regulation S offering by E.ON International Finance B.V. of U.S. $2 billion in aggregate principal amount of 5.80% Senior Notes due 2018 and U.S.$1 billion in aggregate principal amount of 6.65% Senior Notes due 2038. The Notes have unconditional Guarantees from the issuer’s parent company, E.ON AG. The offering, one of the largest debt offerings by a European corporate issuer since the onset of the credit crunch, priced on April 15 and closed on April 22.

The offering was E.ON’s first major U.S. capital markets deal and represents a major step in E.ON’s realization of a €60 billion investment program originally announced in 2007. E.ON is a leading European electricity and gas company and the largest industrial company in Germany based on market capitalization. The deal featured an innovative structure in which the Notes and Guarantees are governed by New York law, while the underwriting arrangements are subject to German law. The on-going turmoil in the international credit markets posed significant additional challenges for everyone involved in the deal.

May 01, 2008

Cleary Gottlieb represented First Reserve Corporation, a leading energy-focused private equity firm in its investment in Kenersys, a newly-formed integrated wind energy company of the $2.1 billion Kalyani Group, a leader in the auto component sector in India. Kenersys is expected to focus on design, assembly and marketing of wind turbine generators.

With over $1.2 billion invested in alternative and renewable energy companies, First Reserve is one of the largest investors in renewable energy. It is targeting up to 15% of funds under management to this sector. First Reserve has invested in seven companies covering biofuels, waste to energy, CO2 offset origination and renewable generation through solar and wind power.

Kenersys, with its design set-up in Germany and two operating companies in Germany and India, is expected to initially focus on assembling and marketing turbines in Europe and Asia-Pacific. The Indian organization will focus additionally on turnkey wind farm project development. Other regions, including North America, are expected to follow.

Feb 01, 2008

Cleary Gottlieb represented the underwriters, led by Kotak Mahindra Capital Company and UBS Securities India, in an initial public offering by Reliance Power Limited of 260,000,000 equity shares listed on the Bombay Stock Exchange and the National Stock Exchange of India. The $2.93 billion offering is the largest IPO in Indian history. The transaction closed on February 1. 

The global offering was made to investors under Regulation S and Rule 144A.

Reliance Power is developing 13 power projects in India with a combined capacity of over 28 gigawatts at a projected cost of $28.5 billion. Reliance Power is an affiliate of the Reliance ADA Group, one of the largest business houses in India, comprising companies in the telecommunications, financial services, media and entertainment, infrastructure, energy and other sectors.

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.

Dec 12, 2007

Cleary Gottlieb advised the sponsor, Deutsche Bank, and the joint bookrunners, Credit Suisse Securities (Europe) Limited, Morgan Stanley Securities Limited and ABN AMRO Rothschild, in the initial public offering by Eurasian Natural Resources Corporation plc of 252,500,000 ordinary shares on the London Stock Exchange. The transaction, one of the first in which Cleary Gottlieb advised on all aspects of a primary London listing of a UK-incorporated company post the adoption of the Prospectus Directive, raised over $2.7 billion, valued the company at approximately $15 billion and was one of the London Stock Exchange’s largest IPOs in 2007. The transaction closed on December 12, 2007.

ENRC is a diversified natural resources group with integrated mining, processing, energy, logistical and marketing operations. The group’s production assets are located primarily in Kazakhstan, where it employs approximately 62,000 people and, in 2006, accounted for 4% of the country’s GDP.