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América Latina
Cleary Gottlieb tornou-se o escritório internacional líder na América Latina, cruzando fronteiras – geográficas e conceituais – na assessoria a clientes envolvendo atividades internacionais na região. Por mais de 50 anos, nosso departamento de América Latina tem utilizado métodos práticos para assistir nossos clientes no alcance de seus objetivos comerciais e financeiros.
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Jul 28, 2008
Cleary Gottlieb advised Companhia Vale do Rio Doce in its recent $11.45 billion equity offering, the largest equity offering ever made by a Brazilian company. In connection with this offering, Vale’s common ADSs and preferred ADSs were admitted to listing and trading on Euronext Paris.
Vale is the world’s second-largest metals and mining company and the largest in the Americas, measured by market capitalization. Vale is actively engaged in mineral exploration efforts in 21 countries around the globe.
Feb 12, 2008
Cleary Gottlieb is representing ING Groep, N.V. in its $1.5 billion sale of Seguros ING, S.A. de C.V., the third-largest insurance company in Mexico, to the French financial services company AXA, S.A.. The parties announced the deal on February 12 and the transaction is expected to close later in 2008, pending regulatory approval.
Despite selling its flagship life insurance company in Mexico, ING will maintain a considerable presence in Mexico by virtue of its pension and annuities (Afore) business as well as its Mortgage and Leasing business units. Cleary Gottlieb has advised ING in several of its recent acquisitions and sales throughout Latin America.
Jun 18, 2008
Cleary Gottlieb represented the Bolsa Mexicana de Valores, S.A.B. de C.V. in its initial public offering and the listing of its Series A common shares on the Mexican Stock Exchange. The initial public offering included both a public offering in Mexico and an international private placement with institutional investors (including in the United States under Rule 144A). The combined offering generated approximately $385 million in aggregate proceeds for the Bolsa, with approximately 220 million shares sold. The deal closed on June 18.
The Bolsa is the sole equity and derivatives exchange operator in Mexico. With the proceeds of the offering, the Bolsa will acquire additional equity interests in related companies—Fideicomiso F/30430 Asigna, the central counterparty for the Mexican derivatives exchange, Compensación y Liquidación, Contraparte Central de Valores de México, S.A. de C.V., the clearing agent and counterparty for all equity transactions executed on the Bolsa, Mercado Mexicano de Derivados, S.A. de C.V., the Mexican derivatives exchange, which was previously a subsidiary of the Bolsa, and S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V., the central securities depository of Mexico—in order to create a more vertically-integrated stock exchange.
Jul 19, 2007
Cleary Gottlieb advised Doral Financial, a Puerto Rico-based bank holding company, in a recapitalization transaction to refinance the company’s $625 million notes due July 20, 2007. The transaction was completed on July 19, 2007.
The recapitalization transaction entailed an equity investment of $610 million in Doral by a newly formed bank holding company in which, among other investors, Bear Stearns Merchant Banking and funds managed by Marathon Asset Management, Perry Capital, the D. E. Shaw group, Tennenbaum Capital Partners, Eton Park Capital Management, Goldman Sachs, Canyon Capital Advisors and GE Asset Management invested. The transaction, which received significant press coverage as one of the first controlling investments by private equity firms in the U.S. banking sector, was announced on May 15.
Cleary Gottlieb also represented Doral Financial in connection with the various lawsuits and investigations initiated following Doral's announcement of the need to restate the company’s financial statements in April 2005, successfully concluding a settlement with the SEC in September 2006 and an omnibus settlement of securities class action and shareholder derivative litigation that received final court approval on July 17, 2007.
Jul 17, 2007
Cleary Gottlieb represented Citigroup, Unibanco and Itaú as underwriters in the Rule 144A/Reg S offering of 150,827,527 shares of common stock of Redecard S.A., considered to be one of the biggest equity offerings on the São Paulo Stock Exchange. This offering, which closed on July 17, was Redecard's first equity offering in the Brazilian and international capital markets and raised approximately $200 million for Redecard S.A. and $1.8 billion for Banco Citibank S.A., Unibanco Participações Societárias S.A. and Banco Itaucard S.A. as selling shareholders.
Redecard is a leading merchant acquiring and payment processing company in Brazil and is currently the only authorized dealer of MasterCard and Diners Club cards in Brazil.
Citigroup Global Markets Inc./Citigroup Global Markets Brasil, Corretora de Câmbio, Títulos e Valores Mobiliários S.A., Unibanco Securities Inc./Unibanco - União de Bancos Brasileiros S.A. and Itaú Securities, Inc./Banco Itaú BBA S.A. acted as joint bookrunners.
Apr 09, 2008
Cleary Gottlieb represented the United Mexican States in its Rule 144A/Reg. S offering of Series XWA08 Debt Exchange Warrants and Reg. S offering of Series XWB0B Debt Exchange Warrants. The transaction closed on April 9, 2008.
The Warrants entitle holders to exchange, on October 9, 2008 (unless extended by Mexico at its sole discretion), approximately $1.25 billion of various series of Mexico's outstanding U.S. dollar, euro, Italian lira and Deutsche mark-denominated external bonds for certain series of MBonos, domestic bonds denominated in Mexican pesos, or Udibonos, domestic bonds denominated in UDIs, a unit of account adjusted for Mexican inflation.
The offering--Mexico's fourth offering of debt exchange warrants since launching the product in November 2005--continues the sovereign's strategy of reducing its external indebtedness by replacing it with domestic debt payable in pesos.
The bonds to be tendered on exercise of the warrants include 21 different series of bonds maturing between 2009 and 2034 that are governed by New York or German law. The series of MBonos or Udibonos to be acquired in exchange are governed by Mexican law and will mature in 2014, 2017 and 2036, respectively, in the case of the MBonos, or 2017 and 2035, respectively, in the case of the Udibonos. The MBonos and Udibonos have no covenants, no events of default, no gross-up for Mexican taxes and are not subject to New York or U.S. federal court jurisdiction.
Barclays Capital and Merrill Lynch acted as the joint lead managers for the deal. Citibank, N.A., London Branch is serving as warrant agent.
Jun 25, 2007
Cleary Gottlieb represented Companhia Vale do Rio Doce, the world’s largest iron ore miner, in its $1.88 billion mandatorily convertible bond offering, the largest corporate convertible bond offering ever by a Latin American borrower. The offering was comprised of two series: $1.30 billion of 5.50% Guaranteed Notes due 2010 (Series RIO) and $584.54 million of 5.50% Guaranteed Notes due 2010 (Series RIO P). On the maturity date, the series will convert into ADSs representing common CVRD shares and preferred class A CVRD shares. The deal closed on June 25.
The offering was SEC-registered, using an automatic shelf registration statement filed the morning the deal was launched.
Jun 26, 2007
Cleary Gottlieb represented Mittal Steel Company N.V. in its combined mandatory tender offer and delisting tender offer for Arcelor Brasil S.A., a majority-owned subsidiary of Arcelor S.A. Following the successful acquisition by Mittal of Arcelor in August 2006, the Comissão De Valores Mobiliários, Brazil’s securities regulator, determined that, as a result of the indirect change in control in Arcelor, Mittal was required to launch an offer for all the remaining minority interests in Arcelor Brasil. The offer period lasted from April 27 to June 4, and the tender offer settled on June 8 and on June 26.
The tender offer comprised a mixed cash and exchange offer and a cash-only offer. The tender offer was structured to comply with Regulation S, as a result of which the mixed cash and exchange offer was not available to holders in the United States and to U.S. persons, and Regulation 14E, in addition to Brazilian capital markets regulations.
Because the relevant tender threshold was exceeded, Arcelor Brasil’s shares were delisted from the BOVESPA, the São Paulo stock exchange, on June 15. Following the completion of the offer, Mittal owned 96.6% of Arcelor Brasil, entitling it to acquire Arcelor Brazil’s remaining shares through a squeeze-out process. Arcelor Brasil, which had suspended SEC reporting obligations, filed a Form 15F to terminate those obligations.
Mittal sought to avoid SEC registration of its shares as a result of the complex accounting and other disclosure issues raised by the Arcelor acquisition (in which Cleary Gottlieb represented Mittal Steel). The CVM, which had initially opposed the exclusion of U.S. holders from the mixed cash and exchange offer, reversed its position after receiving a memorandum written by Cleary Gottlieb’s Paris, Brussels, Frankfurt and Milan offices, explaining that such exclusion would be permitted in the context of mandatory tender offers under the rules of a number of European jurisdictions. The CVM thus brought itself in line with European market regulation practices.
Dec 04, 2007
Cleary Gottlieb is acting as international counsel to ArcelorMittal in its planned cash tender offer, announced December 4, to acquire the 43% that it does not already own of outstanding shares in ArcelorMittal Inox Brasil S.A. (formerly Acesita S.A.).
The shares eligible to be tendered in the offer represent a value of R$3.2 billion, or US$1.75 billion, at the offer price of R$100 per share. The offer is subject to Brazilian regulatory approvals. If more than two-thirds of eligible shares are tendered, ArcelorMittal Inox Brasil’s shares will be delisted in Brazil.
ArcelorMittal Inox Brasil is the only integrated producer of flat stainless and silicon steel in Latin America.
ArcelorMittal is the world’s number one steel company, with 320,000 employees in over 60 countries. Cleary Gottlieb represented Mittal Steel in its successful tender offer for Arcelor and subsequent two-step back-end merger. Cleary Gottlieb has also represented ArcelorMittal in its two other going-private transactions involving the former Arcelor’s Latin American subsidiaries (Arcelor Brasil in Brazil and Acindar in Argentina).
Nov 16, 2007
Cleary Gottlieb represented GBarbosa Comercial, a leading Brazilian supermarket company, and an investor group led by ACON Investments LLC in the sale of GBarbosa to Cencosud S.A. The transaction, which resulted in proceeds of approximately $450 million, closed on November 16.
The sale is the culmination of a two-track process led by Merrill Lynch and UBS Pactual, including a competitive auction involving several multinational strategic bidders and the simultaneous preparation for an initial public offering in Brazil.
GBarbosa is the fourth largest food retailer in Brazil and one of the largest in fast-growing northeast Brazil. It operates 46 supermarkets in addition to hypermarkets and pharmacies. The ACON-led investor group acquired GBarbosa in March 2005 in partnership with the existing management team. Cencosud is a Chilean-based retailer that has expanded across Latin America in recent years to become the second-largest retailer in the region. The purchase of GBarbosa marks Cencosud's first venture in the Brazilian market.
Latin American Investment Team of the Year
Chambers USA (2008)
The only firm ever ranked in the top tier for Latin America corporate and financing by Chambers.
Latin American Law Firm of the Past 20 Years
LatinFinance, 1998-2008
#2 in Latin American M&A (announced, value)
Mergermarket (2007)
Best M&A Deal of the Year
(McDonald’s regional franchise sale)
Latin Lawyer (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)
Best Local Currency Deal
(América Móvil’s 8 billion peso 2036 Offering)
LatinFinance (2007)
Corporate Bond of the Year and Latin American Bond of the Year
(CVRD’s $3.75 billion dual tranche issue)
LatinFinance, International Financing Review (2006 and 2007)
Best Follow-On Equity Deal
(Usiminas’ $1 billion equity offering)
LatinFinance (2007)
Latin American M&A Deal of the Year
(Almacenes Exito’s acquisition of Carulla Vivero)
LatinFinance (2007)
Follow-On Equity Deal of the Year
(Companhia Energética de São Paulo IPO)
LatinFinance (2007)
Latin American Private Equity Deal of the Year
(Acquisition of Controladora Milano)
LatinFinance (2007)
Best International Securities Law Firm
LatinFinance (2007)
Latin America Deal of the Year
(TAM's $300 million bond offering)
AirFinance Journal (2007)
Latin American Law Firm of the Year
Chambers Global (2006)
Restructuring Deal of the Year and Sovereign Liability Management Deal of the Year
(Republic of Argentina’s debt restructuring)
Latin Lawyer and LatinFinance (2006)
Top Latin American Legal Advisor (For the period 1988-2003)
LatinFinance (2003)
“‘Cleary Gottlieb has it all: the broadest reach, the strongest history and the most recognized name,’ was the verdict on the Latin American prowess of this New York powerhouse.”
Chambers Global (2008)
“‘Unrivalled quality of its advice and deep, historic understanding of the business and political environment of the region’ set it miles apart from its competitors.”
Chambers Global (2008)
“‘The deepest bench, the longest involvement in the region, the broadest and most sophisticated practice’ is how observers sum up Cleary Gottlieb’s prominent Latin American practice. It is clear to market onlookers that the firm’s supremacy in the region has yet to be matched: ‘It is the name you think of first when the brief is complex and the stakes are high.’”
Chambers USA (2008)
“‘The best all-round firm for securities, projects and M&A [in Latin America].’”
Chambers Global (2007)
“‘Sombreros off’ to the firm that has an ‘unrivalled ability to grasp the way the region ticks and the way it can trade.’”
Chambers Global (2007)
“Top-notch” legal advice
LatinFinance (2006)
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