Фирма «Клири Готтлиб» представляет интересы широкого круга разнообразных международных и национальных компаний и финансовых организаций при осуществлении не только крупнейших, но и нередко первых в своем роде сделок по слиянию и поглощению, которые задают тон и создают прецедент для всей соответствующей отрасли экономики в целом. Мы чрезвычайно успешно проводим сделки по слиянию и поглощению компаний на национальном уровне в США, Европе, Латинской Америке и Азии, при этом благодаря накопленному нами опыту и нашей интегрированной международной практике мы не менее успешно проводим такие сделки и на международном уровне. Большинство партнеров нашей фирмы, занимающихся сделками по слиянию и поглощению, в каком бы офисе они ни работали, отмечены в числе ведущих специалистов в своей области рядом авторитетных независимых обозревателей и изданий, таких как «Чэмберс» (Chambers) и «Зе Америкэн Лойер» (The American Lawyer). Наши специалисты в США, Европе и Азии досконально разбираются в местных законах и обычаях делового оборота и завоевали высокую международную репутацию благодаря своей работе над широко известными сделками во всем диапазоне отраслей экономики.
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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.
Nov 21, 2008
Cleary Gottlieb is representing Dexia in the proposed sale of its monoline insurance subsidiary Financial Security Assurance Inc. (excluding its Financial Products division) to Assured Guaranty, and in other transactions related to the sale.
The sale of FSA is another step in a series of measures intended to stabilize and refocus Dexia, which has been hit hard by the current financial crisis. Those measures include the €6.4 billion recapitalization of early October and the sovereign guarantees of institutional and interbank financings announced on October 9. Cleary Gottlieb represented Dexia in these transactions.
Oct 17, 2008
Cleary Gottlieb represented The Hartford Financial Services Group in connection with a $2.5 billion capital investment by Allianz SE. Under the terms of the investment agreement, Allianz purchased, at $31 per share of common stock, $750 million of preferred shares convertible to common stock after receipt of antitrust approval and $1.75 billion of 10% junior subordinated debentures. Allianz also received warrants which entitle it to purchase approximately 69 million shares of common stock at an exercise price of $25.32 per share, subject to receipt of insurance, regulatory and shareholder approvals. The warrants expire in seven years. The initial transaction agreement was signed on October 6. The investment agreement and related documentation were signed, and the transaction closed, on October 17.
The Hartford, a Fortune 100 company, is one of the nation's largest financial services companies, with 2007 revenues of $25.9 billion. The Hartford is a leading provider of investment products, life insurance and group benefits; automobile and homeowners products; and business property and casualty insurance. Its international operations are located in Japan, the United Kingdom, Canada, Brazil and Ireland.
Oct 07, 2008
Cleary Gottlieb is representing BNP Paribas in its announced acquisition of Fortis' operations in Belgium and Luxembourg, as well as the international banking franchises, for a total consideration of €14.5 billion.
Following the acquisition by the government of the Netherlands of Fortis Bank Nederland (Holding) N.V., including Fortis' interest in ABN Amro Holding N.V. and the Dutch insurance activities, the State of Belgium will raise its stake in Fortis Bank SA/NV to 100%.
Under the terms of the transaction, BNP Paribas will then acquire from the Belgian State 75% of Fortis Bank SA/NV and 100% of Fortis Insurance Belgium, and acquire 16% of Fortis Banque Luxembourg from the Luxembourg State, taking its controlling interest in Fortis Banque Luxembourg to 67%. BNP Paribas will acquire its interest in Fortis' banking business in Belgium and Luxembourg for €9 billion paid in newly-issued BNP Paribas shares. Fortis Insurance Belgium will be acquired for a cash consideration of €5.5 billion. As a consequence, the Belgian and Luxembourg states will become shareholders of BNP Paribas, with stakes of 11.6% and 1.1% respectively, and Belgium will appoint two new members to join the BNP Paribas board.
Sep 22, 2008
Cleary Gottlieb represented Barclays in its agreement to acquire Lehman Brothers' North American investment banking and capital markets businesses.
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.
Aug 26, 2008
Cleary Gottlieb represented Hewlett-Packard (“HP”), the computer industry giant, in its acquisition of Electronic Data Systems Corporation (“EDS”), a provider of business and technology solutions, including information-technology, applications and business process services, as well as information-technology transformation services. The EDS acquisition has an enterprise value of $13.9 billion. The deal was announced on May 13 and closed on August 26.
HP is a global provider to consumers, businesses and institutions of technology solutions, including IT infrastructure, computing, imaging and printing, with annual revenues totaling approximately $104.3 billion in 2007. Cleary Gottlieb previously represented HP in its 2007 acquisitions of Neoware and Opsware.
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.
Aug 11, 2008
Cleary Gottlieb represented LS Cable Ltd., a leading wire and cable manufacturer based in Korea, in its $1.2 billion acquisition of Superior Essex Inc., a Nasdaq-listed wire and cable manufacturer based in Atlanta, Georgia.
The transaction created the third largest wire and cable manufacturing company in the world, with pro forma consolidated 2007 revenues of $12.8 billion. This transaction represents the largest cross-border tender offer by a Korean company to date.
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.
Jan 23, 2008
Cleary Gottlieb was counsel to Citigroup in its $12.5 billion private sale of convertible preferred stock. The offering includes a $6.88 billion investment from the Government of Singapore Investment Corporation, as well as investments from Capital Research Global Investors, Capital World Investors, the Kuwait Investment Authority, the New Jersey Division of Investment, HRH Prince Alwaleed bin Talal bin Abdulaziz Alsaud, and Sanford I Weill and The Weill Family Foundation. The offering was announced on January 15, 2008 and closed on January 23, 2008.
Citi also conducted a $3.17 billion public offering of newly issued convertible preferred stock, and a $3.72 billion offering of straight preferred stock. The firm acted as underwriters' counsel on the public offerings.
Jan 23, 2008
Cleary Gottlieb represented Lafarge S.A., the world leader in building materials, in its acquisition of Orascom Building Materials Holding S.A.E. (Orascom Cement) from Orascom Construction Industries S.A.E., an Egyptian construction and building materials group founded by the Sawiris family, for $15 billion (including assumed debt), or €10.2 billion. Orascom Cement is an emerging markets cement leader, with number-one positions in Egypt, Algeria, the United Arab Emirates and Iraq, and with strategic positions in other growth markets in Africa and Asia including Saudi Arabia, Syria and Turkey. The transaction was entered into on December 9, 2007 and closed on January 23, 2008.
The purchase price is being financed by €6 billion in debt and the issuance, through a reserved capital increase, of 22.5 million new Lafarge ordinary shares at a price of €125 per share for a total capital increase of €2.8 billion, to NNS Holding Sàrl, a holding company owned by Nassef Sawiris and his family, which owns 60% of Orascom Construction Industries. Through this investment, NNS Holding will become an 11.4% shareholder of Lafarge, and Nassef Sawiris will be entitled to appoint two members of Lafarge’s board of directors.
Russia M&A Adviser of the Year
Acquisitions Monthly (2009)
Americas M&A Deal of the Year
(Euronext's merger with NYSE)
International Financial Law Review (2008)
Telecom Deal of the Year
(TPG & GS Capital Partners' acquisition of Alltel)
Investment Dealers Digest (2008)
Retail Deal of the Year
(Istithmar’s acquisition of Barneys New York)
Investment Dealers Digest (2008)
Best M&A Deal of the Year
(McDonald’s regional franchise sale)
Latin Lawyer (2008)
African M&A Adviser of the Year
Acquisitions Monthly (2008)
Cross-Border M&A Deal of the Year and M&A Deal of the Year
(Mittal’s acquisition of Arcelor)
Acquisitions Monthly, International Financial Law Review (2007)
Cross-Border M&A Deal of the Year, M&A Deal of the Year and Hostile Takeover of the Year
(CVRD's acquisition of Inco)
LatinFinance, International Financial Law Review, PLC Cross-Border Quarterly, (2007)
Strongest U.S. firm in European M&A (volume, announced)
Legal Week (2007 Rankings)
#3 in Global M&A (value, announced)
Mergermarket (2007 Rankings, U.S.-based law firms)
#1 in Benelux M&A (value, completed)
Thomson Financial (2007 Rankings, U.S.-based law firms)
#1 in Italian M&A (value, announced)
Thomson Financial (2007 Rankings, U.S.-based law firms)
#1 in German M&A (value, announced and completed)
Thomson Financial (2007 Rankings, U.S.-based law firms)
#2 in Latin America M&A (value, announced)
Thomson Financial (2007 Rankings)
#5 in U.S. M&A (value, announced)
Thomson Financial (2007 Rankings)
“More impressive however is Cleary Gottlieb Steen & Hamilton ... as it seems to be the firm of choice at the moment.”
Mergermarket Global M&A Round-up in Financial Services for Q1-Q3 2008
“A ‘powerful presence’ in the M&A landscape, this excellent firm provides a ‘uniformly high-quality’ service to clients throughout the USA and beyond.”
“‘Truly a pioneer in terms of its structure and global vision,’ Cleary Gottlieb is a name to be reckoned with on the international corporate scene.”
Chambers Global (2008)
“‘The thing about Cleary is that it is so very consistent - just fantastic.’ ... It is regarded as one of the premier stops for cross-border transactions.”
“Possessed of wonderful ties in the financial world, this ‘top drawer’ firm ‘shimmers with quality,’ according to interviewees.”
Chambers USA (2008)
“This New York heavyweight is typically labelled ‘the undisputed leader, and the true benchmark when it comes to corporate work Latin America’ ... In the words of one seasoned client: ‘I know it’s going to be plain sailing when Cleary lawyers are in the deal.’”
Chambers Latin America (2008)
“Peers attest to this quality outfit’s ‘fantastic integration across its network - it is seamless.’”
Chambers Europe (2008)
“Indeed, the firm prides itself on its ability to arrive at reasonable and proactive solutions in the deal room, as opposed to the more belligerent approach favored by other firms. This may explain the respect that the firm receives from the market: ‘they have some very good, credible partners’, confirms one client.”
The US Legal 500 (2008)
“Cleary Gottlieb Steen & Hamilton LLP offers ‘strong practical experience’ and ‘never disappoints.’”
The Legal 500 - UK (2008)
“‘There are no better M&A lawyers in the world,’ because they ‘really know the law’ and possess ‘great business judgment’ on cross-border transactions.”
Chambers USA (2007)
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