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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May 20, 2013
Cleary Gottlieb represented long-standing client Petróleo Brasileiro S.A. (“Petrobras”) in its SEC-registered offering of U.S.$11 billion aggregate principal amounts of guaranteed senior notes. The notes were issued in six tranches by Petrobras’ Dutch finance subsidiary, Petrobras Global Finance B.V. and listed on the New York Stock Exchange. There were two series of floating rate notes linked to LIBOR. The proceeds will be used to finance Petrobras’ planned capital expenditures under its 2013-2017 Business Plan and for general corporate purposes. According to media reports, this was the largest-ever debt offering by an emerging market company and the second-largest corporate bond offering in the world this year. The offering closed on May 20, 2013. The notes are unconditionally and irrevocably guaranteed by Petrobras, and the general terms of the notes are as follows:
- U.S.$ 1.25 billion of PGF’s 2.000% Global Notes due 2016
- U.S.$ 2.00 billion of PGF’s 3.000% Global Notes due 2019
- U.S.$ 3.50 billion of PGF’s 4.375% Global Notes due 2023
- U.S.$ 1.75 billion of PGF’s 5.625% Global Notes due 2043
- U.S.$ 1.00 billion of PGF’s Floating Rate Global Notes due 2016
- U.S.$ 1.50 billion of PGF’s Floating Rate Global Notes due 2019
Apr 25, 2013
Cleary Gottlieb is the leading firm worldwide involved in offerings by Mexican issuers, having advised on a greater number of transactions than any other firm over the last 10 years. Further, Cleary Gottlieb ranks #1 for both Issuer's and Manager's Counsel for Mexican IPOs over this same period, according to Thomson Reuters data.
The firm has advised on six Mexican IPOs over the past year valued at over $4.2 billion, including:
- Counsel in the $1.2 billion Reg S/Rule 144A IPO by Macquarie Mexican REIT, a newly formed Mexican FIBRA trust (fideicomiso de inversion en bienes raíces) that will focus on the acquisition, ownership, leasing and management of industrial, office and retail real estate in Mexico. The transaction is the second-largest Mexican IPO and one of the largest Latin American real estate transactions ever.
- Counsel in the Ps. 10.4 billion Reg S/Rule 144A IPO of Alpek, the largest petrochemical group in Mexico and one of the largest in Latin America. Alpek’s May 2012 IPO was the first in Mexico since July 2011.
- Counsel to Grupo Sanborns in its $825 million Reg S/Rule 144A IPO and global equity offering. Grupo Sanborns is a portfolio company of Mexico billionaire Carlos Slim that operates retail and restaurant chains throughout Mexico, including Sears Mexico and Saks Fifth Avenue.
- Counsel in the $600 million Reg S/Rule 144A IPO of Infraestructura Energética Nova, the Mexican unit of U.S. energy company Sempra Energy. IEnova is the first energy IPO in Mexican history.
- Counsel to Terrafina, a real estate investment trust (FIBRA), in its $610 million Rule 144A IPO. Terrafina’s IPO is the first public listing in Mexico of a FIBRA exclusively targeting industrial real estate.
- Counsel in the $200 million Reg S/Rule 144A IPO by Crédito Real, a leading supplier of consumer loans in Mexico.
Actively engaged in Latin America work for more than 50 years, Cleary Gottlieb’s commitment to and knowledge of the region is unparalleled. With more than 30 partners or counsel and approximately 70 associates engaged in the practice, Cleary Gottlieb has a broader and deeper talent base in this area than any other international law firm.
The firm’s Latin America practice has been lauded for years as being the most accomplished among international firms. We have continued to receive accolades, including “Latin American Law Firm of the Year” from Chambers Global and “Best Law Firm in Latin America” from LatinFinance, as well as recognition from Latin Lawyer 250, Chambers Latin America, Legal 500 Latin America, and the Latin American Corporate Counsel Association.
May 14, 2013
Cleary Gottlieb is representing Itaú Unibanco, Latin America’s largest bank by market value, in the acquisition of Citigroup’s Brazilian consumer finance business (including its credit card business) for 2.77 billion reais ($1.37 billion). The deal signed and was announced after market close on Tuesday, May 14, 2013.
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.
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.
Sep 17, 2012
On September 17, CEMEX successfully completed the refinancing of its Financing Agreement, dated as of August 14, 2009 (as amended), comprising approximately $7 billion of bank and private placement debt.
Cleary Gottlieb advised the steering committee of CEMEX’s largest bank creditors, including Banco Bilbao Vizcaya Argentaria, Banco Santander, BNP Paribas, Bank of America Merrill Lynch, Citigroup Global Markets, HSBC Bank, J. P. Morgan Chase Bank and The Royal Bank of Scotland, which together represented approximately 50% of the exposures under the 2009 debt. In addition, Cleary Gottlieb represented the structuring agents on the exchange offer and consent solicitation pursuant to which the transaction was completed.
The transaction employed a novel structure whereby participating creditors that originally held bank loans under syndicated facilities governed by both English and New York law, promissory notes governed by either New York law or both New York and Mexican law, and/or private placement notes extinguished their prior debts pursuant to a deed, in exchange for $6.2 billion in new similar debt instruments maturing in 2017 or, at their option and subject to pro ration in certain circumstances, $500 million in new 9.5% senior secured notes due 2018. Approximately 100 creditors participated in the transaction, resulting in an exchange of approximately 92.7% of the 2009 debt.
The transaction was unusual because it included a consent solicitation of creditors that eliminated certain creditor protections from non-participating creditors, a technique traditionally employed in capital markets liability management transactions. It also included an early bird priority allocation mechanism which was built-in to ensure that investors that wanted more liquid instruments would be able to obtain them.
As of December 31, 2011, the Mexican company CEMEX is one of the largest cement companies in the world, based on annual installed cement production capacity of approximately 94.8 million tons, and the largest ready-mix concrete company worldwide, with annual sales volumes of approximately 55 million cubic meters million cubic meters. CEMEX primarily engages in the production, distribution, marketing and sale of cement, ready-mix concrete, aggregates and clinker.
Cleary Gottlieb has been counsel in a number of CEMEX related matters, including as counsel to the bank steering committee in connection with the 2009 Financing Agreement and, since 2009, as counsel to initial purchasers in connection with the issuance of approximately $7 billion in high yield bonds and convertible notes.
Feb 01, 2013
Cleary Gottlieb is representing Goldman Sachs as financial advisor to Banco Bilbao Vizcaya Argentaria (BBVA), in connection with the sale to MetLife of BBVA’s interest in Administradora de Fondos de Pensiones Provida (Provida), the largest private pension fund administrator in Chile. Under the terms of the agreement, MetLife will conduct a public cash tender offer for all of the outstanding shares of Provida, and BBVA has agreed to transfer its 64.3% stake to MetLife for approximately $1.29 billion. The transaction was announced on February 1 and is expected to close during the third quarter of 2013, subject to the receipt of Chilean regulatory approvals.
BBVA is a multinational Spanish banking group.
MetLife is one of the world’s largest providers of insurance, annuities and employee benefit programs.
Apr 23, 2013
Cleary Gottlieb is representing Goldman Sachs as financial advisor to Banco Bilbao Vizcaya Argentaria in connection with the sale to Grupo de Inversiones Suramericana (Grupo Sura) of Administradora de Fondos de Pensiones Horizonte, the third largest pension fund administrator in Peru. The transaction closed on April 23, 2013.
BBVA is a multinational Spanish banking group.
Grupo Sura is a Colombian financial services conglomerate.
May 06, 2013
Cleary Gottlieb represented Citigroup Global Markets, HSBC Securities (USA) and Itau BBA USA Securities, as joint lead managers and bookrunners in the Rule 144A/Reg S offering by S.A.C.I. Falabella, the largest company in Chile and the largest retailer in Latin America, of $500 million 3.75% senior notes due 2023 and CLP94,588,500,000 6.50% senior notes due 2023. Falabella is rated investment grade by Standard & Poor’s and Fitch. This offering was Falabella’s inaugural entry to the international capital markets and the first Chilean peso offering in the international capital markets by a Chilean company.
Feb 20, 2013
Cleary Gottlieb represented Citibank and Bank of America Merrill Lynch, as initial purchasers, in connection with the $500 million 4.625% Bonds due 2023 144A/RegS offering by the Republic of Paraguay. The issue was Paraguay’s debut in the international capital markets.
The offering marks the lowest yield and coupon ever achieved by a double-B Latin American sovereign in a US-denominated bond offering. The book for Paraguay’s maiden bonds totalled approximately $5 billion. The proceeds will be used by Paraguay for energy and infrastructure projects.
Nov 19, 2012
Cleary Gottlieb is representing Banco Bilbao Vizcaya Argentaria, Citigroup Global Markets, Merrill Lynch, and Santander Investment Securities, as initial purchasers, in the debut global equity offering of 170,388,000 shares of CEMEX Latam Holdings, which is comprised of an initial public offering on the Colombian Stock Exchange and a Rule 144A/Reg S offering in the United States and other countries. The shares were priced at Col.$ 12,250 (US$6.75) per share, resulting in gross proceeds of US$1.15 billion (Col.$ 2.08 trillion), assuming the initial purchasers do not exercise a 30-day put option they were granted over approximately 22.2 million of the shares. This offering is the first simultaneous local and international offering in Colombia under the regime available for listings of foreign companies in Colombia.
CEMEX Latam Holdings, a subsidiary of CEMEX, S.A.B. de C.V., one of the largest cement companies in the world, is a holding company engaged in the production, distribution, marketing and sale of cement, ready-mix concrete in Colombia, Panama, Costa Rica and Nicaragua, as well as of cement and ready-mix concrete in Guatemala, and maintains a commercial sales office in El Salvador and owns a river terminal on the Amazon River near Manaus in Brazil.
Dec 05, 2012
Cleary Gottlieb represented América Móvil in its SEC-registered offering of Ps.15 billion (U.S.$1.2 billion) principal amount of 6.45% Senior Notes due 2022 denominated and payable in Mexican pesos.
The offering was the largest local-currency debt offering in international markets by a Latin American corporate issuer. The notes were concurrently offered in Mexico and registered with the Comisión Nacional Bancaria y de Valores (the “CNBV”). The notes are listed on the Mexican Stock Exchange and Luxembourg’s Euro MTF Market. The deal closed on December 5th.
The offering is the first step in América Móvil’s plan to increase its funding in Mexican pesos, rather than funding in U.S. dollars and other foreign currencies and swapping into pesos, as in the past. América Móvil expects to reopen the notes on a quarterly basis and create a new 10-year benchmark note every two years, for a total new peso indebtedness of up to Ps.100 billion over the next five years.
The structure of the offer was unique in its asset class. The bonds are payable in pesos only, like domestic market securities, in contrast to previous “Euro-peso” bonds that are payable in dollars. They were registered and listed in Mexico and sold using a Mexican shelf offering process, the first time this has been done for an international bond issued under a U.S. indenture and governed by New York law. The concurrent registration with the SEC and the CNBV allowed the offering to be placed with Mexican institutions that could not participate in previous international offerings by Mexican issuers. They also clear on a fungible basis in the Mexican clearing system Indeval as well as the European clearing systems Euro-clear and Clearstream.
This structure was designed to permit the development of a true cross-border market for both the primary distribution and the secondary trading of the bonds. In this respect, the América Móvil structure has similar objectives to the Global Depositary Note structure pioneered earlier this year by Petróleos Mexicanos (Pemex), also advised by Cleary Gottlieb. The structural innovations and the large projected size of the program are intended to address the limitations on secondary market liquidity that have hampered the development of local-currency bond markets throughout the emerging markets.
América Móvil is the leading provider of telecommunication services in Latin America. As of September 30, 2012, América Móvil had 318.7 million accesses, of which 255.9 million were wireless subscribers and 62.8 million were fixed revenue generation units.
Cleary Gottlieb has advised América Móvil since 2000 on a wide variety of matters, including a substantial number of acquisitions and securities offerings.
Dec 11, 2012
Cleary Gottlieb represented CFR Pharmaceuticals S.A. (a leading Latin American pharmaceutical company, headquartered in Chile) and its wholly-owned subsidiary CFR International SpA in a Rule 144A/Regulation S high yield offering of $300 million of 5.125% senior notes due 2022, and in the concurrent negotiation of a bridge credit facility. CFR entered into these transactions to fund its purchase of Laboratorio Franco Colombiano Lafrancol S.A.S. and subsidiaries (Lafrancol), a leading Colombian pharmaceutical company.
The bond offering priced on November 29 and closed on December 6, upon which the lenders’ commitments under the proposed bridge credit facility were terminated. The notes were issued by CFR International SpA, and are guaranteed by CFR Pharmaceuticals S.A. as well as certain CFR subsidiaries. Deutsche Bank Securities and J.P. Morgan Securities were the joint book-running managers for the bond offering, and affiliates of the managers had provided commitments under the proposed bridge credit facility.
The proceeds of the bond offering were used to pay a portion of the purchase price for the Lafrancol acquisition, which closed on December 11. The acquisition is the largest in CFR’s history, making it the leading pharmaceutical company in Colombia as well as expanding its presence in several other Latin American markets.
Cleary Gottlieb had previously represented CFR Pharmaceuticals S.A. in its May 2011 initial public offering.
Apr 18, 2013
Cleary Gottlieb represented the Dominican Republic in a 144A/Reg. S offering of $1 billion aggregate principal amount of amortizing bonds due 2024 at an interest rate of 5.875%, which was a record low coupon for the Dominican Republic. The initial purchasers of the bonds were Citigroup and Deutsche Bank. The transaction closed on April 18.
The offering marked the fourth time the Dominican Republic has tapped the international debt markets during the last four years. Cleary Gottlieb has represented the sovereign in connection with each offering.
Apr 22, 2013
Cleary Gottlieb recently represented the United Mexican States in a one-day issuance for cash of €1.6 billion principal amount of 2.75% notes due 2023 and a one-day invitation to holders of certain series of outstanding notes all maturing on or prior to 2020 to tender such notes for cash. The tender offer contained an innovative two-tiered proration mechanism. BNP Paribas, Deutsche Bank, London Branch and HSBC acted as joint lead managers for the new notes offering and as dealer managers for the concurrent tender offer.
The notes were issued under Mexico's $110 billion global medium-term note program registered with the SEC, and were listed on the Luxembourg Stock Exchange on April 22. Cleary has represented Mexico as issuer in numerous previous securities transactions.
Oct 30, 2012
Cleary Gottlieb represented the Republic of Chile in a $1.5 billion offering, comprised of $750 million 2.250% Notes due 2022 and $750 million 3.625% Notes due 2042. The transaction gave Chile the lowest cost of financing in its history, and resulted in the lowest interest rate ever obtained by a Latin American sovereign issuer. Joint lead managers and bookrunners for the transaction were Bank of America Merrill Lynch, HSBC and J.P. Morgan. The deal closed on October 30.
Oct 31, 2012
Cleary Gottlieb represented long-standing client Corporación Nacional del Cobre de Chile (“Codelco”), a Chilean state-owned company that is the world’s largest copper producer, in refinancing a $1.87 billion acquisition loan. Cleary Gottlieb also represented Codelco in the original transaction which settled a dispute between Codelco and Anglo American plc (“Anglo”) relating to certain Anglo copper interests in Chile known as Anglo American Sur (“Sur”) and in the negotiation of a new partnership between Codelco, Anglo and their respective partners, Mitsui & Co. (“Mitsui”) and Mitsubishi Corporation (“Mitsubishi”).
The original transaction followed a months-long legal battle between Codelco and Anglo over Codelco’s announced intention to exercise an option to acquire a 49% stake in Sur financed by Mitsui and by Anglo’s subsequent sale of a 24.5% stake to Mitsubishi. The parties entered into definitive documentation on August 23, 2012. The first stage of the acquisition closed on August 24, 2012 and a secondary stage closed on September 14, 2012.
Under the terms of the transaction, a Codelco and Mitsui joint venture company controlled by Codelco acquired 29.5% of Sur for a total of $2.8 billion. Codelco funded its portion of the purchase price with a $1.87 billion acquisition loan from Mitsui. On October 31, 2012, Codelco and Mitsui entered into an agreement to refinance the $1.87 billion loan with a $875 million loan with a 3.25% fixed interest rate and a 20-year amortization. In connection with the refinancing, Codelco agreed to sell to Mitsui the equivalent of a 4.5% stake of Sur.
Aug 15, 2012
Cleary Gottlieb represented General Mills, one of the world’s leading food companies, in connection with its acquisition of Yoki Alimentos, a Brazilian privately-held food company, for approximately R$1.75 billion plus the assumption of approximately R$200 million of outstanding debt. The acquisition was consummated through the acquisition of the entire equity interest in Yoki and its subsidiaries.
Yoki was a family-owned company established in 1960, which employs more than 5,000 people and operates multiple manufacturing facilities and distribution centers in Brazil. With the acquisition of Yoki, General Mills expects to more than double its annual sales in Latin America to nearly US$1 billion.
Jul 05, 2012
Cleary Gottlieb represented Oriental Financial Group, a Puerto Rican bank holding company, in connection with its agreement with Banco Bilbao Vizcaya Argentaria to acquire BBVA's Puerto Rico bank and other subsidiaries, for $500 million in cash. In connection with the acquisition Cleary Gottlieb also advised Oriental on a private placement of non-cumulative convertible perpetual preferred stock. Consummation of the acquisition is targeted for the end of 2012, pending regulatory approvals. Oriental expects to raise additional equity to finance the acquisition.
Sep 24, 2010
Cleary Gottlieb is acting as international counsel to Petróleo Brasileiro S.A.--Petrobras (Petrobras) in its global equity offering announced September 3, which is expected to be the largest equity offering ever. The aggregate proceeds of the global offering to Petrobras, after underwriting discounts and commissions (before expenses), will be equivalent to approximately US$67 billion.
Petrobras will use part of the proceeds to pay $42 billion to the Brazilian federal government for the right to extract up to five billion barrels of oil equivalent from deep-water areas off the Brazilian coast.
Mar 15, 2012
Cleary Gottlieb obtained a comprehensive decision from the Second Circuit Court of Appeals rejecting claims by owners of bearer bonds issued by Petrobras, the Brazilian state-owned oil company, during the 1950s. The ruling reversed a lower court decision holding that the claims, which plaintiffs asserted amounted to approximately $300 million, could proceed in New York. The Second Circuit rejected the contention that the Foreign Sovereign Immunities Act provided for jurisdiction in U.S. courts to hear these claims and also expressed "grave concern" about the purported merits of the claims.
Aug 20, 2012
Cleary Gottlieb represented the United Mexican States in its SEC-registered exchange of approximately $2.2 billion of new U.S. dollar denominated notes for approximately $1.9 billion of previously outstanding bonds. The exchange offer, which was conducted as a modified Dutch auction, provided for 36 permitted exchange combinations (involving three series of new notes and 15 series of previously outstanding bonds). The exchange offer closed on August 20.
The new notes that Mexico issued in the offer have substantially longer maturities than the corresponding previously outstanding bonds that Mexico retired, and the transaction helped implement Mexico’s ongoing program to manage its external liabilities and improve its debt maturity profile. BofA Merrill Lynch, Credit Suisse and Goldman Sachs acted as dealer managers for the transaction, and Bondholder Communications Group acted as information and exchange agent.
Jul 19, 2012
Cleary Gottlieb represented BBVA Bancomer in its Regulation S/Rule 144A offering of $1 billion 6.75% Fixed Rate Cumulative Subordinated Preferred Notes Due 2022, which qualify as Tier 2 capital under Mexican banking regulations. The offering will allow BBVA Bancomer to consolidate and further strengthen its liquidity and capital position. Banco Bilbao Vizcaya Argentaria, Goldman Sachs and Merrill Lynch acted as initial purchasers of the offering. The transaction closed on July 19.
BBVA Bancomer is Mexico's largest bank in terms of total assets, loans and deposits.
Oct 12, 2011
Cleary Gottlieb represented long-standing client Corporación Nacional del Cobre de Chile (“Codelco”), a Chilean state-owned company that is the world’s largest copper producer, in the arrangement of $6.75 billion in financing from Mitsui & Co. (“Mitsui”), a Japanese trading company. The purpose of the financing is to ensure that Codelco has the necessary financing available to exercise its option (if it elects to do so) to acquire up to 49% of the shareholding of Anglo American Sur S.A. (“Sur”), a wholly-owned subsidiary of Anglo American plc (“Anglo”). The parties entered into definitive documentation in a signing ceremony in Santiago, Chile on October 12, 2011.
Under the terms of the financing, Mitsui (or a subsidiary of Mitsui) will lend up to $6.75 billion to a wholly-owned subsidiary of Codelco to finance Codelco’s exercise of its option over Sur’s equity. The parties have also entered into an agreement which grants the borrower the right to settle part of the bridge loan with an indirect 50% interest in the Sur equity acquired by Codelco, based on a pre-determined value for the 49% interest in Sur of approximately $9.76 billion.
Codelco holds the right, exercisable every three years (with the next window opening in January 2012) to purchase up to 49% of the equity of Sur. Sur owns and operates certain properties in Chile, including the Los Bronces and El Soldado copper mines, the Chagres smelter and the Los Sulfatos and San Enrique Monolito prospects.
In addition to the financing transaction and as part of a broader relationship between Codelco and Mitsui, the two parties entered into sales contracts for the sale by Codelco to Mitsui of 30,000 tons of refined copper per year at market prices.
Nov 09, 2010
Cleary Gottlieb represented Grupo Bimbo and its U.S. subsidiary, BBU, Inc., in the acquisition of Sara Lee Corporation’s North American Fresh Bakery business for an enterprise value of $959 million. The acquisition includes a royalty-free perpetual license to the Sara Lee® brand in fresh bakery products in the Americas, Asia, Africa and Eastern and Central European countries, as well as a portfolio of regional brands. The transaction, which is subject to regulatory approvals, was announced on November 9 and is expected to close in 2011.
Sara Lee NAFB operates 41 plants and close to 4,800 distribution routes, and employs approximately 13,000 associates in the United States. Grupo Bimbo's combined U.S. businesses will employ more than 28,000 associates, operate 75 plants and distribute its products through more than 13,000 routes, with estimated pro forma sales of $5.8 billion in 2010.
In January 2009, Cleary Gottlieb represented Grupo Bimbo in the $2.5 billion acquisition of Bimbo Foods, Inc. (formerly Weston Foods, Inc.) and the related financing.
May 13, 2009
Cleary Gottlieb is advising the ad hoc creditors committee of Aracruz Celulose S.A. in connection with its restructuring of more than $3 billion of derivative and bilateral bank debt—the largest restructuring of derivative obligations in Latin America since the onset of the financial crisis. The creditors represent the first of the largest Latin American companies’ creditor groups to reach an agreement to restructure losses experienced as a result of the financial crisis. The agreement was signed on May 13.
Based in Brazil and one of the world’s largest pulp and paper companies, Aracruz is among the many corporations in Latin America that experienced significant losses as a result of the sharp devaluation of the local currency against the U.S. dollar in the wake of the global financial crisis.
Cleary Gottlieb is advising on many other significant restructurings in Latin America, including, among others, the creditors of CEMEX, GRUMA, Comercial Mexicana (Comerci), Metrofinanciera and Vitro in Mexico, the creditors of Intelig and Independencia in Brazil, and the creditors of Transportadora de Gas del Norte in Argentina. The firm has been counsel in the restructuring of over $35 billion of private sector debt in on-going or recently closed matters.
Best Law Firm in Latin America
LatinFinance (2013)
Best International Counsel in Latin America: Corporate/M&A
Chambers Latin America (2013)
Latin American Law Firm of the Year
Chambers Global (2012)
Top Law Firm in Latin America
(Survey of the region's top 100 companies)
Latin American Corporate Counsel Association (2012)
Best Gender Diversity Initiative
Chambers Latin America Women in Law Awards (2012)
(International Law Firm)
Best International Firm Latin America Practice
Euromoney Legal Media Group’s “Americas Women in Business Law Awards” (2012)
“Of course, the most popular firm according to our research is the US’ Cleary Gottlieb Steen & Hamilton LLP.”
Latin Lawyer, “Who Represents Latin America’s 100 Biggest Companies?”
November (2012)
“Best Law Firm” in Latin America and in Mexico
LatinFinance (2011)
Best Legal Advisor in Latin America
Global Finance (2011)
Project Finance Deal of the Year
(Braskem Idesa petrochemical financing)
Latin Lawyer, 2013
Latin American Deal of the Year
(América Móvil's Ps15 billion global peso 10-year bonds)
Euromoney (2012)
Best Corporate High-Grade Bond
(Mexichem’s $1.15 billion 2022, 2042)
LatinFinance (2013)
Best Corporate Liability Management
(CEMEX’s $7 billion debt exchange)
LatinFinance (2013)
Best Local Currency Financing
(Pemex’s MXP10 billion, 10-year GDN)
LatinFinance (2013)
Best Quasi-Sovereign Bond
(Petrobras’ $7 billion 2015, 2017, 2021, 2041)
LatinFinance (2013)
Best Sovereign Bond
(United Mexican States’ $2 billion 2044)
LatinFinance (2013)
Best Sovereign Liability Management
(Republic of Uruguay’s UYP39.8 billion new issue, tender & exchange)
LatinFinance (2013)
Best Syndicated Loan
(Ternium’s $700 million 5-year loan)
LatinFinance (2013)
Best Trade Financing
(Pemex’s $1.2 billion Ex-Im Bank guaranteed 2022 bonds)
LatinFinance (2013)
SSA Bonds Deal of the Year
(Mexico's $1 billion 5.75% century bond reopening)
The Banker (2012)
Standout Firm for Finance
(CEMEX's $7 billion debt refinancing)
Financial Times - U.S. Innovative Lawyers Report (2012)
Latin American Bond of the Year, Best Quasi-Sovereign Bond
(Petrobras’ $6 billion offering)
International Financing Review (2012), LatinFinance (2012)
Americas Restructuring Deal of the Year, Best Restructuring
(Comerci)
International Financing Review (2012), LatinFinance (2012)
Best Sovereign Bond
(United Mexican States' 100-year retap)
LatinFinance (2012)
Best Corporate High-Grade Bond
(América Móvil’s dual-tranche offering)
LatinFinance (2012)
Best Syndicated Loan
(Nemak’s dual-currency loan)
LatinFinance (2012)
Best Cross-Border M&A Deal
(AEI’s sale of Latin American assets)
LatinFinance (2012)
Best Power Financing
(Comisión Federal de Electricidad’s $1 billion offering)
LatinFinance (2012)
Americas Debt and Equity-Linked Deal of the Year
(BBVA Paraguay's senior notes offering)
International Financial Law Review (2012)
#1 in Latin America M&A
Thomson Reuters (2002-2011 Rankings) (Completed, value)
#1 in Mexican M&A
Thomson Reuters (2002-2011 Rankings) (Completed, value)
Corporate/M&A Firm of the Year
Chambers Latin America (2010)
Latin American Law Firm of the Past 20 Years
LatinFinance, 1988-2008
“The firm as a whole is renowned for its capital markets practice and solid Latin American presence, and the two overlap to make it a leader in the market. ‘A group of hard-working, talented people with amazing capital market skills.'”
Chambers Global (2013)
“Cleary Gottlieb has long set the standard for corporate legal services in Latin America. Clients are unanimous in their praise for the group’s efficiency, experience and dedication. … ‘We couldn’t ask more of the team: they worked round the clock, weeks on end, always with the best attitude and delivering the highest quality.’”
Chambers Latin America (2013)
“The firm’s broad banking and finance practice is top-notch, with a deeper bench to call on than most firms can dream of.”
“Cleary’s disputes practice is notable for its successful management of enormously complex cases, involving multiple litigations and arbitrations, often across many borders.”
Latin Lawyer 250 (2013)
“Cleary Gottlieb is known for its unparalleled expertise, presence and geographical range in Latin America. Clients are full of praise for the confident manner with which the firm manages their accounts, and praise its excellent partner availability. ‘The firm knows all the banks, gets to know its clients extremely well, and shows tremendous leadership and great financial knowledge.’”
Chambers Global (2012)
“For several years Cleary has had an office in Buenos Aires, and in August 2011 it opened its second Latin American outpost in São Paulo, boosting its regional presence as well as supporting the core team in New York. The group handles a wide range of finance, capital markets, and M&A matters. … ‘Has the combination of dedication and expertise. I don’t see anyone who matches them.’ ‘Very easy to work with and clearly understands the various Latin American markets.’” Chambers USA (2012)
“This firm has a prestigious and dedicated Latin American practice and is a market leader for banking, corporate finance and capital markets work across the region. These financial credentials spill over into the projects field and the team advises several natural resources companies on managing their finances. The team’s caseload favors the more complex engagements and leans towards the sponsor side, although it also advises lenders from time to time. … ‘The firm takes a very practical approach and is excellent in legal terms but also in making sure we meet our business objectives.’”
Chambers Latin America (2012)
“The ‘very strong’ firm is ‘very efficient’ and provides an ‘excellent service.’ Clients say that it is ‘unique’ in the sense that its lawyers are ‘extremely collaborative,’ and is ‘by far the best’ in Latin America.”
The Legal 500 Latin America (2012)
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