Cleary Gottlieb’s private equity practice has been a leader for decades and is expert in every aspect of private equity, across a broad range of industries and in every region of the world. Despite recent market developments, we continue to advise on some of the highest-profile matters and our clients appreciate the rigor of our comprehensive approach in protecting and advancing their business interests. With lawyers based in the United States, Europe and Asia, the firm is widely respected for its international cohesion. We have been counsel in three of the four largest-ever completed leveraged buyouts worldwide and regularly advise on first-of-a-kind transactions. We have been recognized as a leading firm in private equity fund formation by both Chambers USA and Chambers Global every year since those publications began.
We assist clients in every phase of a fund’s life cycle – formation, making investments, strategic initiatives and exiting investments. Our clients include independent private equity firms, the private equity divisions of major investment banks, corporate and public pension plans, and companies and individuals. The firm has developed expertise in every major industry, including technology, infrastructure, financial institutions and consumer goods. Supported by the firm’s highly-regarded tax, employee benefits, real estate, leveraged finance, M&A and capital markets practices, Cleary Gottlieb’s private equity practice offers clients seamless representation on the myriad of matters on which we advise them each year.
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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.
Jan 14, 2013
Cleary Gottlieb represented CPP, a portfolio company of Warburg Pincus, in connection with its new $700 million credit facility. The financing was provided by a syndicate of banks with UBS as agent, and consisted of a $415 million senior secured first lien term loan B facility, a $100 million senior secured first lien revolving facility and a $185 million senior secured second lien term loan facility. A portion of the proceeds were used to finance CPP's acquisition of ESCO Corporation's Turbine Technologies Group, which closed simultaneously with the financing.
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.
Dec 21, 2012
Cleary Gottlieb represented Warburg Pincus in connection with its acquisition of a majority interest in CROSSMARK Holdings, Inc. The acquisition closed on December 21.
CROSSMARK is a provider of business solutions, with expertise in sales, merchandising and in-store marketing across a wide range of retail channels.
Jun 08, 2011
Cleary Gottlieb represented Helios Investment Partners in connection with the formation of its second private equity fund, Helios Investors II, L.P. Helios II held its final close on June 8 with aggregate commitments from investors of over $900 million, making it the largest pan-Africa investment fund raised to date. The fund has a mandate to pursue investments throughout Africa, and has already closed a number of landmark transactions.
Jun 27, 2012
Cleary Gottlieb is representing TPG in the acquisition, together with Leonard Green & Partners, of Savers, a thrift retailer, in a recapitalization transaction. TPG and Leonard Green will own equal stakes in the company.
Savers is the largest for-profit secondhand merchandise retailer in the United States, Canada and Australia. The company purchases clothing from nonprofit organizations such as Easter Seals and the American Cancer Society and resells it to the public through its 270 thrift stores. Tom Ellison, the son of the late Savers founder, William Ellison, will continue to have an equity stake in the company equal to the stake held by TPG and Leonard Green & Partners. The deal is valued at approximately $1.7 billion and the transaction is expected to close in the first week of July.
Jul 02, 2012
Cleary Gottlieb is representing Conversus Capital in the sale of its portfolio of third party private equity fund interests to HarbourVest Partners for approximately $1.4 billion. The transaction was announced on July 2.
Conversus is a publicly traded portfolio of third party private equity funds listed on NYSE Euronext Amsterdam. Conversus common unit holders will be given the choice of receiving cash consideration or rolling up to an aggregate maximum of 49.9% of the common units into an equivalent equity interest in the new HarbourVest acquisition vehicle. In connection with the transaction, Conversus also has agreed to acquire Conversus Asset Management, the investment manager of Conversus, for approximately $42.5 million and an exchange of releases.
Mar 11, 2013
Cleary Gottlieb represented Ivanhoé Cambridge in a €1 billion joint investment with Blackstone in debt secured by Gecina shares. On March 11, 2013, Ivanhoé Cambridge and Blackstone entered into limited partnership agreements in relation to a joint investment through various Canadian and Luxembourg entities in (i) the debt of certain Gecina shareholders secured by pledges over their Gecina shares and (ii) Gecina shares.
Ivanhoé Cambridge and Blackstone have already invested approximately €1 billion in such debt through this investment structure (as of March 11, 2013). In particular, they now hold more than 60% of the debt (secured by Gecina shares) of Alteco Gestión y Promoción de Marcas and Mag-Import, two of the three largest Gecina shareholders, which are both currently in insolvency proceedings in Spain.
Gecina is a French real estate investment company (so-called “SIIC”) listed on Euronext Paris, and one of the leading French real estate groups. It owns, manages and develops property holdings worth €11 billion as of December 31, 2012.
Ivanhoé Cambridge is a Canadian real estate subsidiary of “Caisse de dépôt et placement du Québec” (one of Canada's leading institutional fund managers) and operates in real estate investment, development, asset management and building operations. It holds assets in more than 20 countries worth more than Cdn$30 billion as of December 31, 2011.
Blackstone is one of the world’s leading investment and advisory firms. Its businesses include the management of private equity funds, real estate funds, hedge fund solutions, credit-focused funds and closed-end funds, as well as various financial advisory services.
Dec 28, 2010
Cleary Gottlieb represented TPG in its equity investment in China International Capital Corporation, a leading domestic investment banking and securities firm in China. The transaction, which closed December 23, represents the first foreign private equity investment in a Chinese securities firm. CICC was founded in 1995 as China's first joint venture investment bank. TPG purchased its equity stake from Morgan Stanley, one of the founding CICC shareholders, in connection with the sale by Morgan Stanley of its entire 34.3% equity stake in CICC to TPG, KKR, Government of Singapore Investment Corporation Pte Ltd and The Great Eastern Life Assurance Company Limited.
Oct 17, 2011
Cleary Gottlieb is representing J.C. Flowers & Co. in its €243.6 million acquisition of Fidea (Belgium) from the KBC group. The transaction was signed on October 17, 2011 and is expected to be completed in the first quarter of 2012, subject to customary regulatory approvals. The divestment of Fidea is part of KBC’s wider restructuring plan, approved by the European Commission, following government support received by KBC in 2008.
Fidea is a complementary insurance distribution channel (under a separate brand name) that KBC used in addition to its core bancassurance platform built around tied insurance agents and bank branches. It employs 316 people and has a market share of about 1.5%. It offers a complete range of non-life, life and investment-type insurance products to private customers, SMEs and corporate clients.
J.C. Flowers & Co. is a global investment adviser and private fund manager focused solely on the financial services industry.
KBC is a bank and insurance group with home markets in Belgium and Central and Eastern Europe. In Belgium, it provides banking and insurance services under the KBC and CBC brand names.
Feb 26, 2010
Cleary Gottlieb represented TPG in connection with its $5.9 billion leveraged acquisition, together with CPP Investment Board Private Holdings and Leonard Green & Partners, of IMS Health Incorporated, which closed on February 26. The deal is one of the largest leveraged buyouts completed since the onset of the financial crisis. Cleary Gottlieb advised TPG on intra-consortium matters and advised the consortium on European competition law matters.
IMS Health Incorporated, headquartered in Norwalk, Connecticut, is the leading global provider of market intelligence to the pharmaceutical and healthcare industries.
Oct 06, 2010
Cleary Gottlieb represented TPG in its acquisition of a 35% non-controlling interest in Creative Artists Agency (CAA), the world’s leading entertainment and sports agency. CAA represents many of the most successful professionals working in film, television, music, sports, video games, theatre, and the Internet, and provides a range of strategic marketing and consulting services to corporate clients. As part of the transaction, the managing partners of CAA entered into new, long-term employment agreements, and three TPG professionals, including co-founder Jim Coulter, joined a restructured CAA board. CAA and TPG also announced a commitment to create a $500 million pledge fund, providing access to significant capital for future investments.
Mar 09, 2011
Cleary Gottlieb is representing First Reserve Corporation, one of the leading private equity firms specializing in the energy sector, in its acquisition of 45% of Ansaldo Energia, Italy’s leader in the production and servicing of thermoelectric power plants and related components, from Finmeccanica, a state-controlled company operating in the aerospace, defense, transport and energy industries. The transaction values Ansaldo Energia at more than €1.2 billion. The agreement was signed on March 9, and the transaction is expected to close in the second quarter of 2011 pending regulatory approvals.
The parties will complete the transaction through the purchase by a joint venture entity 55% owned by Finmeccanica and 45% owned by First Reserve, of the entire share capital of Ansaldo Energia for a consideration of €1.073 billion. In addition, Finmeccanica will receive €95 million as consideration for the licensing of the “Ansaldo” trademark and €65 million as a dividend distribution. The acquisition will be financed by equity contributions from the parties, in an overall amount of €500 million, as well as acquisition financing comprising a vendor loan and a debt facility arranged by three leading European banks.
Nov 19, 2009
Cleary Gottlieb is representing Highstar Capital, a private equity fund focusing on infrastructure investments, and its portfolio company Ports America Chesapeake ("PAC") in its more than $1 billion investment in the Seagirt Marine Terminal in the Port of Baltimore. In a public private partnership with the Maryland Port Administration, PAC will obtain a 50-year exclusive right to lease and operate the Seagirt Terminal in exchange for, among other things, undertaking significant infrastructure improvements including the construction of a new berth with a 50-foot depth to service super-Panamax vessels (with completion of the berth scheduled to coincide with the 2014 completion of the expansion of the Panama Canal). The deal was announced on Friday, November 19 at a press conference in Baltimore at which Governor of Maryland Martin O'Malley and Christopher Lee, Highstar founder and managing partner, delivered remarks. The deal is targeted to close in January 2010.
Jan 09, 2009
Cleary Gottlieb represented TPG Capital and GS Capital Partners in connection with the sale of Alltel Corporation to Verizon Wireless. Verizon Wireless paid approximately $5.9 billion for the equity of Alltel and assumed approximately $22.2 billion of Alltel’s debt, net of cash. The transaction was announced on June 5, 2008, and closed on January 9. The U.S. Department of Justice approved the transaction in October 2008, the Federal Trade Commission approved it in early November 2008 and the Federal Communications Commission in early December 2008.
Verizon Wireless is the joint venture of Verizon Communications and Vodafone. The sale of Alltel increased the number of Verizon Wireless customers to more than 83.7 million, making it the largest wireless carrier in the country. Approximately 2.1 million of those customers are in markets that will be divested by Verizon Wireless in the coming months, as required by the DOJ and the FCC as a condition of the merger approval. The sale took place just over a year after TPG Capital and GS Capital Partners acquired Alltel.
TPG Capital is a leading private investment firm with more than $50 billion of capital under management. GS Capital Partners is The Goldman Sachs Group, Inc.’s private equity vehicle and a global leader in corporate equity investing.
Jun 30, 2011
Cleary Gottlieb represented Warburg Pincus in its acquisition of Rural/Metro Corporation for approximately $438 million (excluding debt). The transaction was announced on March 28, 2011, approved by a vote of the Rural/Metro shareholders on June 27, 2011 and closed on June 30, 2011. At the time of closing, Warburg Pincus and Rural/Metro refinanced Rural/Metro’s outstanding debt of approximately $270 million and issued senior notes in an aggregate principal amount of $200 million.
Rural/Metro is a leading national provider of emergency and non-emergency ambulance transport services and private fire protection services in 20 states and approximately 440 communities throughout the United States.
Client Service Award for Investment Funds
Chambers USA (2012)
Leading firm in private equity buyouts
Chambers Global and Chambers USA
Leading firm in private equity fund formation
Chambers Global and Chambers USA
“Recommended” firm for fund formation
Global Counsel Handbook for Private Equity
Private Equity Deal of the Year
(TPG and Shriram Group's acquisition of Vishal Retail)
IFLR Asialaw India Awards (2012)
North American Logistics Deal of the Year
(Development of Seagirt Marine Terminal)
ProjectFinance (2011)
Best Private Equity Deal
(TPG/Northstar’s acquisition of BFI Finance Indonesia)
FinanceAsia (2011)
#1 in Private Equity (Involving North American Target)
The American Lawyer’s 2010 “Corporate Scorecard” (Announced, value, based on mergermarket data)
Americas Private Equity Deal of the Year
(OneWest Bank’s acquisition of IndyMac Federal Bank)
Financial Times and mergermarket Americas M&A Awards (2009)
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)
“This firm’s private equity presence spans the USA, Europe and Asia, where teams of experienced lawyers serve the needs of an impressive client base. ‘The service was exceptional. The team worked hard and the quality of advice was superior.’”
Chambers Global (2013)
“[Cleary] enjoys a strong presence in the domestic market as well as considerable international strength, and is active across a wealth of industry sectors including technology, financial institutions and consumer goods. It counts some leading private equity firms amongst its steady clients … ‘An excellent firm, and the lawyers were fantastic.’”
Chambers Europe (2013)
“This American firm garners tremendous respect from sources for its transactional abilities, and its presence in Asia has recently been strengthened with the opening of a new office in Seoul. Sources say: ‘We have tremendous respect for the team, we think they are top notch.’”
Chambers Asia (2013)
“The group benefits from the support of a premier capital markets team. ‘The team is technically very strong and it has proven this over and over again – the talent they bring is of high quality and we always go back to them.’”
“Private equity is a core practice area for this stalwart US firm, which has been active in Asia for more than 30 years. It has two offices in Greater China, from which it runs its Asian operations, including handling significant work in South Korea and India.”
Chambers Global (2012)
“This team continues to advise on private equity deals across a wide range of sectors with a strong emphasis on cross-border transactions. In the past year, it has represented a variety of sponsors within the media and technology sector … ‘One of the finest financing practices in private equity.’”
Chambers USA (2012)
“Sources say: ‘The talent they bring is of the highest quality. We have a close relationship with them on a global basis and they understand how we like to do transactions in this part of the world.’”
Chambers Asia (2012)
Cleary Gottlieb “continues to draw praise from its GP clients, which highlight the ‘high-quality, timely and attentive delivery every time,’ and the ‘excellent knowledge of market terms’ among the two partners and one counsel that make up the investment management practice.”
The Legal 500 U.S. (2012)
“This firm maintains its prominent reputation in the USA and, with offices in 12 major international financial centers, it is well placed to handle work in many jurisdictions and continues to be present on EU transactions. … ‘Cleary has a fabulous international network. … It’s really first-rate.’”
Chambers Global (2011)
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