Dec 10, 2008

Cleary Gottlieb client Grupo Bimbo, S.A.B. de C.V. (Grupo Bimbo) has agreed to buy Weston Foods, Inc., the U.S. bakery division of George Weston Limited, for $2.38 billion. The acquisition was announced on December 10, and it is subject to regulatory approval and other customary closing conditions. Closing is expected to occur in the first quarter of 2009.

Financing commitments for the transaction were provided by a club of six banks. These commitments consist of a $1.9 billion dual currency term facility with a three-year tranche and a five-year tranche and a $900 million dual currency one-year bridge facility that is expected to be taken out in the local bond market. One of the biggest challenges of the transaction was securing financing in the current economic climate – not only in terms of negotiating acceptable terms and conditions for Grupo Bimbo but also making sure that terms of the financing would be consistent with those underlying the acquisition agreement and the fact that the acquisition is not subject to financing.

Grupo Bimbo, which is among the world’s largest baking companies in terms of production and sales volume, has more than 80 plants and 800 distribution centers located in 18 countries throughout the Americas, Europe and Asia. Its main product lines include sliced bread, buns, cookies, snack cakes, pre-packaged foods, tortillas, salted snacks and confectionery products, among others. Grupo Bimbo produces over 5,000 products and its direct distribution networks comprise more than 36,500 routes and 96,000 employees.

Weston Foods produces fresh bakery products through the Arnold, Boboli, Brownberry and Thomas’ brands, and has more than 8,000 employees, 22 plants and 4,000 distribution routes in the United States.

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.

Aug 28, 2008

Cleary Gottlieb represented Goldman Sachs in its acquisition of certain U.S. loan and servicing assets of Popular, Inc., a Puerto Rico-based financial institution. The transaction, announced on August 28, is valued at $760 million and is expected to close in the fourth quarter of 2008.

In the transaction Goldman Sachs agreed to acquire $1.1 billion in mortgage, consumer, auto and other types of loans and its subsidiary, Litton Loan Servicing, agreed to acquire additional mortgage servicing rights. Cleary Gottlieb previously represented Goldman Sachs in its acquisition of Litton from Credit-Based Asset Servicing and Securitization (C-BASS) and in Litton's acquisition of mortgage servicing rights from Fremont Investment and Loan.

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.

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).

Jun 27, 2008

Cleary Gottlieb represented Central Térmica Loma de la Lata, S.A. (CTLL), a subsidiary of Pampa Energía, S.A., in connection with a project financing for the expansion of its thermal power electricity generation plant at Loma de la Lata, in the Argentine province of Neuquén. The project required in excess of $200 million of funding, with ABN AMRO and Standard Bank Plc providing $80 million of senior debt financing through onshore and offshore import financing facilities and letters of credit.

The project is one of the few recent externally financed deals in Argentina (and the only project financing) and was complicated by, among other things, the mandatory deposit regulations of the Argentine Central Bank known as the encaje. CTLL’s loans under the facilities (made at the time of project milestones) accrue interest at LIBOR plus a margin between 4.75% and 5.50%. Until completion of the project, the facilities are guaranteed by Pampa Energía, and are secured by CTLL’s stock and an assignment of its rights under certain electricity sales agreements at the plant.