Apr 05, 2012

Cleary Gottlieb represented the Russian Federation in its 144A/Regulation S offering of $2 billion 3.25% bonds due 2017, $2 billion 4.50% bonds due 2022 and $3 billion 5.625% bonds due 2042. The bonds are listed on the Official List of the U.K. Listing Authority and are admitted for trading on the London Stock Exchange’s Regulated Market. The deal closed on April 5.

The offering is one of the largest by an emerging markets sovereign in recent years and aims to strengthen the benchmarks for Russian sovereign and corporate debt, paving the way for many Russian corporates to return to the international debt markets after a hiatus.

Mar 13, 2012

Cleary Gottlieb acted as counsel to the underwriters, led by Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, in the public offering by the U.S. Department of the Treasury (Treasury) of 206,896,552 shares of common stock of American International Group (AIG) at $29.00 per share, and AIG's purchase of 103,448,276 shares in the offering. The aggregate proceeds to Treasury from the common stock offering were approximately $6 billion.

Nov 03, 2011

Cleary Gottlieb has successfully defended the Republic of Iraq's sovereign immunity in the English Court of Appeal, in relation to a $35 million claim by a Saddam era creditor.

The claim arose in the context of the liquidation of Rafidain Bank. SerVaas Incorporated, a contractual counterparty of Iraq, sought to intercept monies due to Iraq in the liquidation and to enforce a judgment against Iraq's entitlement to those monies in the English courts. SerVaas applied for a Third Party Debt Order over the monies due to Iraq and an injunction restraining the liquidators from making payments to Iraq.

On November 3, the Court of Appeal affirmed the judgment of Mr. Justice Arnold in the English High Court to the effect that the monies were protected by Iraq's sovereign immunity. SerVaas has been given permission to appeal to the Supreme Court.

Oct 12, 2011

Cleary Gottlieb represented long-standing client Corporación Nacional del Cobre de Chile (“Codelco”), a Chilean state-owned company that is the world’s largest copper producer, in the arrangement of $6.75 billion in financing from Mitsui & Co. (“Mitsui”), a Japanese trading company. The purpose of the financing is to ensure that Codelco has the necessary financing available to exercise its option (if it elects to do so) to acquire up to 49% of the shareholding of Anglo American Sur S.A. (“Sur”), a wholly-owned subsidiary of Anglo American plc (“Anglo”). The parties entered into definitive documentation in a signing ceremony in Santiago, Chile on October 12, 2011.

Under the terms of the financing, Mitsui (or a subsidiary of Mitsui) will lend up to $6.75 billion to a wholly-owned subsidiary of Codelco to finance Codelco’s exercise of its option over Sur’s equity. The parties have also entered into an agreement which grants the borrower the right to settle part of the bridge loan with an indirect 50% interest in the Sur equity acquired by Codelco, based on a pre-determined value for the 49% interest in Sur of approximately $9.76 billion.

Codelco holds the right, exercisable every three years (with the next window opening in January 2012) to purchase up to 49% of the equity of Sur. Sur owns and operates certain properties in Chile, including the Los Bronces and El Soldado copper mines, the Chagres smelter and the Los Sulfatos and San Enrique Monolito prospects.

In addition to the financing transaction and as part of a broader relationship between Codelco and Mitsui, the two parties entered into sales contracts for the sale by Codelco to Mitsui of 30,000 tons of refined copper per year at market prices.

Oct 09, 2011

Cleary Gottlieb is representing long-standing client Dexia in the nationalization, announced on October 9, 2011, of Belgian banking subsidiary Dexia Bank Belgium (DBB). Dexia's 100% interest in DBB will be sold for an initial cash consideration of €4 billion.

Cleary Gottlieb is also advising Dexia on the new sovereign guarantees granted by the French, Belgian and Luxembourg States, as well as on possible further divestments.

Dec 16, 2011

Cleary Gottlieb represented República Oriental del Uruguay in a series of liability management transactions to further improve its external debt profile, including an issuance for cash of Ps.25.376 billion ($1.275 billion) aggregate principal amount of 4.375% UI global bonds due 2028 (the “2028 Bonds”), an offer to holders of its 5.00% UI global bonds due 2018 to submit offers to exchange these bonds for its 2028 Bonds, and an offer to holders of certain series of bonds all maturing on or prior to 2036 to tender such bonds for cash. The 2028 Bonds were issued on December 15, the settlement of the exchange offer took place on December 15, and the settlement of the cash tender offer took place on December 16.

The issuance of the 2028 Bonds for cash, which will be used by Uruguay in part to fund the cash tender offer, comprised an offering priced on December 5 in the aggregate principal amount of Ps.19.960 billion ($1.0 billion) and an additional issuance of 2028 Bonds priced on December 12 in the aggregate principal amount of Ps.5.470 billion ($274.9 million).

Uruguay accepted for purchase in the exchange offer, registered under the Securities Act and launched on December 6, bonds in the aggregate principal amount of Ps.8.845 billion ($444.5 million). The aggregate amount of 2028 Bonds issued in the exchange offer was Ps.14.419 billion ($724.6 million). The exchange offer was subject to the consummation of the issuance of the 2028 Bonds for cash.

After giving effect to all of these offerings, the total amount outstanding of Uruguay’s 2028 Bonds is Ps.39.795 billion (approximately $2.0 billion).

The 2028 Bonds were issued under Uruguay’s shelf registration statement. Amounts due under the 2028 Bonds will be adjusted to reflect inflation measured in UI (Unidades Indexadas), Uruguay’s inflation-indexed monetary unit. Payments under the 2028 Bonds will be made in U.S. dollars based on the Uruguayan peso/dollar exchange rate at the time of each payment, with principal being paid in three annual installments beginning in 2026.

In the cash tender offer, also launched on December 6, Uruguay accepted for purchase bonds denominated in U.S. dollars and Euros from eleven of fifteen outstanding series invited to participate in the offer. The cash tender offer was subject to a financing condition related to Uruguay having received sufficient net proceeds from the sale for cash of its 2028 Bonds to make the payments contemplated by the cash tender offer.

Jan 06, 2012

Cleary Gottlieb represented the United Mexican States in the $2 billion offering of its 3.625% notes due 2022. Deutsche Bank Securities and Morgan Stanley acted as joint lead managers. The deal launched on January 3 and closed on January 6.

The deal was one of the year's first emerging-market bond offerings, selling at a record-low yield. The notes were issued under Mexico’s medium-term note program registered with the SEC, and are listed on the Luxembourg Stock Exchange.

Feb 22, 2012

Cleary Gottlieb represented Barclays, Daiwa Capital Markets Europe, HSBC and RBC Capital Markets as underwriters in a registered offering by the Council of Europe Development Bank (“CEB”) of $1 billion of 1.500% 5-year notes. This deal comes after three U.S. notes offerings by CEB in 2011. Cleary Gottlieb represented the underwriters in all three offerings, totaling $3 billion. This offering priced on February 14 and closed on February 22.

CEB is a multilateral development bank with a social vocation, established in 1956 by eight Council of Europe countries. Currently, 40 European states are members of CEB. The bank falls under the supreme authority of the Council of Europe, but is legally separate and financially autonomous. The bank is solely responsible for its own indebtedness. CEB’s activities are aimed at social objectives that help strengthen social cohesion in Europe and include providing aid to victims of natural or ecological disasters, education and vocational training, health, social housing, employment in SMEs, improving living conditions in urban and rural areas, protection of the environment, preservation of historic and cultural heritage, and infrastructure intended for administrative and judicial public services. To serve these objectives, the bank grants or guarantees long-term loans to its member states or institutions they approve. Since its inception, CEB has granted more than €33.6 billion in loans.

Apr 29, 2011

Cleary Gottlieb successfully represented the Republic of Slovenia, in an interpleader action brought by the Bank of New York in 2003 over disputed funds held in an account opened in 1991 by the Federal Directorate of Supply and Procurement (“FDSP”), an entity of the former Yugoslav state specialized in procuring and trading arms and armaments. The FDSP funds were blocked in 1992 pursuant to United States sanctions imposed on the former Socialist Federal Republic of Yugoslavia (“SFRY”) during the wars in the Balkans arising from the collapse of that state and were unblocked over a decade later after the fighting ended.

Slovenia (along with the Republic of Croatia) asserted a claim to the funds on the basis of the Agreement on Succession Issues Between the Five Successor States of the Former State of Yugoslavia (the “Succession Agreement”), which provides for distribution of assets of the SFRY and its “Federal Government Departments” and “Agencies” to the SFRY successor states, including Slovenia and Croatia, in specified percentages. Slovenia contended, over the objection of Yugoimport SDPR J.P., the successor of the FDSP, that the FDSP was an agency of the SFRY, and that the Republics should receive disbursement of the funds in the Bank of New York account in accordance with the Succession Agreement.

Slovenia demonstrated that the FDSP was an agency of the SFRY based upon SFRY law, the ordinary meaning of the term “agency,” language in the FDSP’s and Yugoimport’s own documents, and evidence that the United States and other international forces consistently viewed the FDSP as an agency or department of the former SFRY, including evidence that NATO forces actually targeted the FDSP for bombing during the Kosovo war. On April 29, 2011, Judge Hellerstein granted the summary judgment motion of Slovenia and Croatia, denied Yugoimport’s motion, and ordered that the funds be distributed to the five SFRY successor states in the percentages set forth in the Succession Agreement.

Nov 04, 2011

Cleary Gottlieb represented The Korea Development Bank in its SEC-registered offering of $1 billion 3.875% notes due 2017. The transaction was a takedown from KDB’s shelf registration statement under Schedule B. The deal closed on November 4, 2011.

The notes were listed on the Singapore Exchange. BofA Merrill Lynch, Credit Suisse, Daiwa Capital Markets Europe, Goldman Sachs International, KDB Asia Ltd, and Mizuho Securities were the joint lead managers and bookrunners for the offering.

KDB was established in 1954 as a government-owned financial institution pursuant to the Korea Development Bank Act, as amended. Since its establishment, KDB has been the leading bank in Korea with respect to the provision of long-term financing for projects designed to assist Korea’s economic growth and development.

Sep 15, 2011

Cleary Gottlieb represented The Export-Import Bank of Korea (“KEXIM”) in its SEC-registered offering of $1 billion 4.375% notes due 2021. The transaction was a takedown from KEXIM’s shelf registration statement under Schedule B. The closing took place on September 15.

The notes were listed on the Singapore Exchange. BofA Merrill Lynch, Credit Suisse, Daiwa Capital Markets Europe, Goldman Sachs International, HSBC and J.P. Morgan were the joint bookrunners and lead managers for the offering.

KEXIM was established in 1976 as a special governmental financial institution pursuant to the Export-Import Bank of Korea Act to promote the sound development of the Korean economy and economic cooperation with foreign countries by extending the financial aid required for export and import transactions, overseas investment and the development of natural resources abroad.

Dec 20, 2010

Cleary Gottlieb represented PETRONAS Chemicals Group Berhad (PCG) and the selling shareholder, Petroliam Nasional Berhad (PETRONAS), in PCG’s Ringgit Malaysia 14.78 billion (approximately $4.7 billion) initial public offering, the largest initial public offering ever in Southeast Asia. CIMB Investment Bank Berhad, Deutsche Bank AG, Hong Kong Branch and Morgan Stanley & Co. International plc acted as joint global coordinators and joint bookrunners for the institutional offering, and CIMB Investment Bank Berhad acted as the managing underwriter for the retail offering in Malaysia. The shares were sold through a registered public offering in Malaysia and through a Rule 144A/Regulation S offering outside Malaysia. The deal priced on November 12, 2010 and closed on November 24, 2010, and the PCG shares were listed on the Main Market of Bursa Malaysia Securities Berhad on November 26, 2010. An over-allotment option granted by PETRONAS was exercised in full on December 17, 2010.

PCG is a leading integrated petrochemicals producer in Malaysia and is one of the largest petrochemicals producers in Southeast Asia, with an annual production capacity of over 11 million metric tons. PCG manufactures, markets and sells a diversified range of petrochemical products, including olefins, polymers, fertilizers, methanol and other basic chemicals and derivative products. PETRONAS is a fully integrated oil and gas corporation with operations in more than 30 countries around the world. It is wholly owned by the Malaysian government and ranked in the FORTUNE Global 500.

Apr 16, 2010

Cleary Gottlieb represented the Republic of Côte d’Ivoire in connection with its recent exchange offer that restructured over 99% of the country’s $2.8 billion Brady bond debt, which had been in default since 2000.

Côte d’Ivoire accepted tenders of six series of defaulted Brady bonds in the exchange offer, consisting of French franc- and U.S. dollar-denominated discount bonds due 2028, front-loaded interest reduction bonds due 2018 and past due interest bonds due 2018, and issued $2.3 billion principal amount of new U.S. dollar-denominated step-up bonds due 2032 in exchange. The offer closed on April 16.

The debt renegotiation and the exchange offer were conducted within the framework of the International Monetary Fund’s and the World Bank’s initiative for Heavily Indebted Poor Countries, and in accordance with the terms of a preliminary restructuring agreement reached with the Private Creditors Coordination Committee (London Club), a group of institutional bondholders, in September 2009.

The exchange offer, which included a 144A offering and an international offering, had several notable features. Due to the rebuilding of Côte d’Ivoire’s institutions in the wake of civil conflict and the resulting absence of reliable macroeconomic data, the offer did not involve the preparation of extensive country disclosure or the issuance of negative comfort letters by counsel. Due diligence for the transaction consisted principally of an investor meeting with representatives of the Republic held in Paris on March 23. The transaction also featured complex mechanics related to the liquidation of the principal and interest collateral. In addition, the exchange offer included exit consents to amend the existing bonds not tendered in the exchange, which were approved at bondholder meetings held at Cleary Gottlieb’s Paris office on April 6. Application will be made to list the new bonds on the Luxembourg stock exchange.