Dec 20, 2008

Cleary Gottlieb is representing long-time client ArcelorMittal, the world’s leading steel company with over 326,000 employees in more than 60 countries, in connection with the sale of an approximately 21% capital stake in DHS-Dillinger Hütte Saarstahl to SHS-Struktur-Holding-Stahl and DHS-Dillinger Hütte Saarstahl. The transaction was announced on December 15 and is expected to close at the beginning of 2009.

Following the transaction, ArcelorMittal will retain 33.4% of the voting rights in DHS-Dillinger Hütte Saarstahl, which is one of the leading plate mills in Europe, based in Saarland, Germany. In 2007, DHS-Dillinger Hütte Saarstahl shipped approximately 2.3 million tons of heavy plate, primarily to the energy sector. The company currently employs 5,230 staff. The combined proceeds from the transaction, comprising the sale of shares and the dividend proposed for the year 2008, amount to Euro 777 million (USD 1 billion).

Nov 21, 2008

Cleary Gottlieb is representing the German Savings Bank Association (“DSGV”) with respect to back guarantees granted by DSGV and other major German banking associations and financial institutions to the Federal Republic of Germany in connection with a €50 billion rescue package arranged by the German Federal Government and various significant financial institutions for the Hypo Real Estate Group.

In 2007, Cleary Gottlieb advised DSGV on the acquisition of Landesbank Berlin Holding AG (formerly “Bankgesellschaft Berlin”).

Sep 22, 2008

Cleary Gottlieb is representing Deutsche Postbank in Deutsche Post’s €2.79 billion sale of a 29.75% minority stake in Postbank to Deutsche Bank. The transaction is expected to close in the first quarter of 2009.

Deutsche Bank, which has 14 million clients in private and business banking (of whom 9.7 million are in Germany), and Postbank, which has 14.5 million clients in Germany, have also agreed to cooperate in several areas including the distribution of home finance and investment products.

With 14.2 million active domestic customers, approximately 21,000 employees and total assets of €229 billion, Deutsche Postbank is one of Germany’s major financial services providers.

Cleary Gottlieb has previously represented the Deutsche Postbank in several important transactions such as in its IPO in 2004, and its takeover of BHW Holding AG in 2005.

Sep 10, 2008

Cleary Gottlieb is representing Commerzbank with respect to the U.S. regulatory aspects of Commerzbank's acquisition of Dresdner Bank and the simultaneous investment in Commerzbank by Allianz. The transaction is set to be Germany’s largest banking takeover in recent years.

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 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 19, 2008

Cleary Gottlieb successfully represented a German investor in a test case before Germany's Federal Fiscal Court, the highest German tax court, regarding the taxation of so-called index certificates with a partial repayment guarantee (i.e., 10%). The German Federal Finance Ministry, which participated in the court proceedings, had previously issued a circular according to which even the guarantee to repay only a small part of the issue price causes all of the capital gains realized from the sale of the certificates to constitute taxable income to private investors. The Federal Fiscal Court, however, held that 90% of the gain, (i.e., the portion of the gain that can be allocated to the non-guaranteed part of the issue price), is generally exempt from German income tax. Index certificates with small capital guarantees were issued in the late 1990s to comply with stock exchange requirements at the time. The landmark decision of the Federal Fiscal Court resolves the long-term uncertainty troubling investors holding index certificates.

Jun 15, 2007

Cleary Gottlieb represented Deutscher Sparkassen- und Giroverband ö.K. (the German Savings Banks Association widely known as DSGV) in its acquisition of the State of Berlin’s 81% share in Landesbank Berlin Holding AG and NORD/LB’s 10% Landesbank stake. Cleary Gottlieb also represented DSGV in the acquisition financing, which came from a consortium of WestLB, NORD/LB and Sachsen LB.

The deal was signed on June 15, and is awaiting the approval of Berlin’s Parliament and clearance by regulatory authorities.

The fiercely contested acquisition (which at one point involved some 19 bidders, including both private equity buyers such as Cerberus, Lonestar and JC Flowers, and banks like Commerzbank, HVB/Unicredit and German Landesbanken) was headline news in Germany, and is one of the largest domestic deals on record in the German finance sector.

Landesbank Berlin, previously known as Bankgesellschaft Berlin, nearly collapsed in 2001, when a revaluation of its real estate-related liabilities wiped out its capital. The European Commission had approved a € 23 billion bailout by the State of Berlin, on the condition that it divest its stake by the end of 2007. The Commission monitored the auction process closely to ensure that it was open, transparent and non-discriminatory.

DSGV indirectly represents more than 400 German savings banks, one of the largest groups of financial institutions of the world. These banks serve almost 50 million customers in Germany, among them 1.9 million customers in Berlin.