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.

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.

Jun 19, 2008

Cleary Gottlieb served as transaction counsel in SK Energy Co., Ltd.’s $450 million Reg S offering of 7.00% notes due 2013. The notes were listed on the Singapore Stock Exchange. Citi, Goldman Sachs International, Merrill Lynch International, Morgan Stanley and UBS Investment Bank served as joint lead managers and joint book-runners in the deal, which priced on June 12 and closed on June 19.

SK Energy is the leading petroleum refiner and one of the leading petrochemical manufacturers in Korea.

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.

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.

Nov 30, 2007

Cleary Gottlieb represented Petroliam Nasional Berhad (Petronas) in its acquisition of FL Selenia S.p.A. from affiliates of Kohlberg Kravis Roberts & Co. The deal values FL Selenia at €1.1 billion, on a debt- and cash-free basis. The agreement was signed on September 20, and the transaction closed on November 30, after receiving regulatory clearances.

FL Selenia is Europe’s largest independent producer and marketer of branded automotive lubricants and other functional fluids. Based in Italy, it has operations across Europe, South America and the United States.

Petronas is a Malaysian state-owned oil and gas corporation. Its business spans the full spectrum of oil and gas operations, both in Malaysia and worldwide, including upstream oil and gas exploration and production, downstream oil refining, marketing and distribution of petroleum products, trading, gas processing and liquefaction, gas transmission pipeline network operations, marketing of liquefied natural gas, petrochemical manufacturing and marketing, shipping, and property investment.

Sep 28, 2007

Cleary Gottlieb represented Deutsche Bank AG, acting through its London Branch, Marathon Master Fund Ltd, Marathon Special Opportunity Master Fund Ltd, Woodson Investments Ltd and Dolphin Opportunity Fund II, L.P. as indirect shareholders of Empresa Distribuidora y Comercializadora Norte S.A., in a share exchange with Pampa Holding S.A. Pampa Holding issued 480 million new shares to the investors in exchange for 100% of the shares of Dolphin Energía, S.A. and IEASA, S.A., which together indirectly own 51% of Edenor. The deal closed on September 28.

Edenor is Argentina’s largest power distributor.

Pampa Holding is Argentina's largest integrated private sector energy company.