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.

Mar 20, 2006

Cleary Gottlieb is currently representing Istithmar, a Dubai-based private investment firm, as part of a management-led investor group that has agreed to purchase Kerzner International Limited in a transaction valued at $3.6 billion. Istithmar presently owns approximately 12.3% of Kerzner International and will be its largest shareholder after completion of the deal.

Kerzner International is a leading developer and operator of destination resorts and luxury hotels, including its flagship Atlantis resort in the Bahamas and the ultra-luxury "One&Only" hotel chain. Kerzner International also is developing — in partnership with Istithmar — a new Atlantis resort on The Palm, Jumeirah, a multi-billion dollar, leisure and residential man-made island in Dubai.

Cleary previously represented Istithmar when it acquired its current interest in Kerzner International from the company in 2004.

Dec 03, 2007

Cleary Gottlieb represented Citigroup Inc. in its sale of $7.5 billion of mandatorily convertible trust preferred Units (Upper DECS Equity Units) to the Abu Dhabi Investment Authority. The investment, conducted as a private placement, will give ADIA a 4.9% ownership stake in Citi on an as-converted basis. ADIA has agreed not to own more than a 4.9% stake in Citi, and will have no special rights of ownership or control and no role in the management or governance of Citi, including no right to designate a member of Citi's Board of Directors. Citi and ADIA agreed on the investment on November 26, and it closed on December 3.

Substantially all of the investment proceeds will be treated by Citi as Tier 1 capital for regulatory capital purposes. Accordingly, it will support Citi's progress toward its goal of achieving its targeted capital ratios by the end of the first half of 2008.

Each Upper DECS Equity Unit consists of a contract to purchase stock at different future purchase dates and an interest in four series of trust preferred securities. The Upper DECS Equity Units mandatorily convert into shares of Citi common stock on dates ranging from March 15, 2010, to September 15, 2011, at prices ranging from $31.83 to $37.24. Each Upper DECS Equity Unit will pay a fixed annual payment rate of 11%.

Citigroup Inc., a global financial services company with approximately 200 million customer accounts in over 100 countries, provides financial products and services, including banking, securities brokerage and asset management.

ADIA is the sovereign wealth fund of the government of Abu Dhabi, one of the seven emirates that comprise the federation of the UAE.

Sep 10, 2007

Cleary Gottlieb is representing Istithmar PJSC in its joint venture with MGM Mirage and Kerzner International Holdings Limited for the development of a 40+ acre, multi-billion dollar integrated resort property on the Las Vegas Strip. The deal signed on September 10, and the parties expect to develop the resort over the next several years. The as-yet unnamed resort will use existing brands owned by either MGM or Kerzner, or a new brand will be introduced.

MGM Mirage is a leading hotel and gaming company. Kerzner International Holdings is a developer and operator of destination resorts, casinos and luxury hotels, including the Atlantis and One&Only brands. Istithmar is Dubai’s private investment vehicle.

Sep 20, 2007

Cleary Gottlieb represented the managers, led by Merrill Lynch International and UBS Limited, in the July 4, 2007, $250 million offering of ordinary shares of Gulf Finance House B.S.C. in the form of global depositary receipts listed on the London Stock Exchange. The managers have since exercised an option to purchase an additional 10,600,000 ordinary shares in the form of global depositary receipts to cover over-allotments.

Gulf Finance House is a Bahrain-based leading regional provider of Sharia’a-compliant investment banking in the Gulf Cooperation Council region focused on high net worth individuals and institutional investors. The company originates and places investments in infrastructure for real estate projects in the GCC and other emerging markets, as well as in private equity opportunities and various asset management funds. Gulf Finance House has launched development infrastructure projects with an estimated development value exceeding $10 billion, and has made over $3 billion in equity investments in its projects. Prominent recent examples of its development infrastructure projects include Bahrain Financial Harbour and Al Areen Development in Bahrain, Legends in Dubailand in the UAE, Royal Metropolis in Jordan and Energy City – Qatar.

Jun 28, 2007

Cleary Gottlieb is representing the Abu Dhabi Group in the pending sale of its 30% interest in Warid Telecom (Private) Limited to Singapore Telecommunications Limited for an estimated $758 million. This gives Warid Telecom an enterprise value of $2.9 billion. The deal, which was announced and signed on June 28, is expected to close in the third quarter of 2007.

Warid Telecom is part of the Abu Dhabi Group, a leading business group in the United Arab Emirates led by H.H. Sheikh Nahayan Mabarak Al Nahayan, a senior member of the Emirate of Abu Dhabi’s ruling family. Launched just two years ago, Warid Telecom has become the third largest mobile operator in Pakistan, with nearly 9.7 million in repeated subscriber numbers representing an estimated 16.6% market share. The Abu Dhabi Group has interests in numerous sectors, including banking and financial services, hospitality, construction, telecommunications services, real estate and manufacturing.