Transactions
The private equity landscape has changed dramatically in recent history. From the string of massive leveraged buyouts prior to the liquidity crisis affecting the global financial community, to critical investments in financial institutions, to structuring smaller deals and putting capital to use overseas, Cleary Gottlieb maintains a keen understanding of the industry and its trends.
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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.
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.
Oct 10, 2007
Cleary Gottlieb represented TPG and KKR in their nearly $50 billion acquisition of TXU Corp., which closed on October 10. The deal is the largest leveraged buyout completed to date. Cleary Gottlieb advised TPG and KKR on the equity co-investment portion of the transaction.
TXU, headquartered in Dallas, operates electricity retailing, power generation and electricity distribution and transmission businesses.
Jan 28, 2008
Cleary Gottlieb represented an investment consortium consisting of Apollo Management and Texas Pacific Group (TPG) in its approximately $27.8 billion leveraged buyout of Harrah’s Entertainment, the world's largest gambling operator by revenue. Harrah's agreed to be acquired by Apollo and TPG for $90 per share in an all-cash deal, which included the assumption of $10.7 billion in debt. The acquisition was announced on December 19 and closed on January 28, 2008.
Apollo is a recognized leader in private equity, debt and capital markets investing. Long-time Cleary Gottlieb client TPG is a private investment partnership that currently has more than $30 billion of assets under management.
Sep 25, 2007
Cleary Gottlieb represented a consortium of private equity investors including the Blackstone Group, Goldman Sachs Capital Partners, Kohlberg Kravis Roberts & Co., and Texas Pacific Group in connection with the $11.4 billion leveraged acquisition of Biomet, Inc. The acquisition was announced on December 18, 2006.
Biomet is an Indiana-based company that designs, manufactures and markets orthopedic devices such as artificial knees and hips.
Jun 16, 2008
Cleary Gottlieb represented Meraas Capital LLC in its acquisition of a 20% interest in the GM Building through a joint venture with Boston Properties Limited Partnership and US Real Estate Opportunities I, L.P., a Goldman Sachs managed investment fund. The governments of Kuwait and Qatar are the principal investors in US Real Estate Opportunities. The joint venture acquired the GM Building from Harry Macklowe for $2.8 billion, and three other New York office buildings for an additional $1.1 billion.
General Motors developed the GM Building in 1968. It is a landmark 50-story office tower located in the heart of New York’s Plaza District, and it is home to tenants including Weil Gotshal, Estee Lauder and FAO Schwartz. It is also the site of the cutting edge Bohlin Cywinski Jackson designed glass cube that serves as the entrance to the underground Apple Store.
As part of the deal, the joint venture also agreed to purchase three other New York office buildings, 2 Grand Central Tower, 125 West 55th Street and 540 Madison Avenue, for an additional $1.1 billion. The aggregate purchase price for all four assets was $4 billion.
Meraas Capital LLC is an investment company based in Dubai, United Arab Emirates. Meraas is envisaged to become a leading real estate and private equity investment holding company with a multibillion dollar diversified portfolio of investments that include income-producing and long-term strategic assets globally.
Boston Properties is a Public REIT that owns, operates and develops Class A office buildings throughout the United States.
Sep 10, 2007
Cleary Gottlieb is representing Istithmar PJSC in its joint venture with MGM Mirage and Kerzner International Holdings Limited for the development of a 40+ acre, multi-billion dollar integrated resort property on the Las Vegas Strip. The deal signed on September 10, and the parties expect to develop the resort over the next several years. The as-yet unnamed resort will use existing brands owned by either MGM or Kerzner, or a new brand will be introduced.
MGM Mirage is a leading hotel and gaming company. Kerzner International Holdings is a developer and operator of destination resorts, casinos and luxury hotels, including the Atlantis and One&Only brands. Istithmar is Dubai’s private investment vehicle.
Leading firm in private equity buyouts Chambers Global, Chambers USA
#1 in Private Equity (Involving North American Target) The American Lawyer’s 2010 “Corporate Scorecard” (Announced, value, based on mergermarket data)
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)
#1 in European Buyouts (value, announced) Mergermarket (2007 Rankings, U.S.-based law firms)
#1 in Asia Pacific Buyouts (value, announced) Mergermarket (2007 Rankings, U.S.-based law firms)
Top 5 in U.S. LBOs Legal Business (2007 Rankings)
Top 5 in Global Buyouts (value, announced) Mergermarket (2007 Rankings)
Latin American Private Equity Deal of the Year (Consortium acquisition of Controladora Milano) LatinFinance (2007)
Asian M&A Deal of the Year and Asian Pacific Loan of the Year (Texas Pacific Group and Newbridge Capital's investment in Lenovo) International Financial Law Review, International Financing Review (2006)
“Highly Recommended” firm in buyouts Global Counsel Handbook for Private Equity (2007/2008 edition)
"Highly Recommended" for Private Equity in France and New York PLC Which Lawyer? Yearbook (2007)
“This New York firm is described by one client as ‘our primary go-to law firm for anything that’s difficult and requires quality lawyers.’” Chambers Global (2009)
“Clients praise Cleary’s abilit[ies] to ‘draw on its vast international resources whenever we need it to’ ... [and] ‘bring the whole package to bear on a private equity transaction; from deal aptitude and corporate and leveraged finance expertise, to tax capability.’” Chambers Global (2008)
“Possessed of wonderful ties in the financial world, this ‘top drawer’ firm ‘shimmers with quality,’ according to interviewees.” Chambers USA (2008)
“Cleary Gottlieb is “a big deal player” [that] ‘really fits the bill for high-value LBOs.’” Chambers Europe (2007)
“The team is well versed in handling both national and cross-border LBO transactions.” Chambers USA (2007)
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