佳利律师事务所在世界各地代表主要汽车生产商、供应商、经销商以及从事本行业的金融机构。我们帮助这些公司进行各种商事活动，包括全球募股、发债及混合证券发行，以及兼并、收购、合营、剥离、重组及外包运营。本所享誉全球的反垄断及诉讼律师在美国、欧盟及本所执业的每一司法管辖区就可适用的反垄断法及贸易法向汽车行业的客户提供咨询。为满足客户全方位的需求，本所还在主要司法管辖区提供环境法、劳动法及知识产权法等全面专业知识。
该业务的亮点包括:
- Counsel to Dollar Thrifty Automotive Group in its proposed acquisition by Hertz Global Holdings and in connection with a competing bid by Avis Budget Group. Also counsel to Dollar Thrifty Automotive Group in shareholder litigation in Delaware and state and federal court in Oklahoma challenging its agreement to merge with Hertz Global Holdings.
- Counsel to the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (UAW) in negotiations relating to the Chapter 11 proceedings of General Motors and Chrysler, including the landmark section 363 sales consummated in these cases and expedited contested hearings relating to the sales. Also counsel to the UAW in the restructuring of the obligations of the Ford Motor Company’s voluntary employee benefits association (VEBA) trust structure in 2009, and the novel agreements entered into in 2005 and 2007 with GM, Ford and Chrysler to establish the VEBA trust to provide medical benefits for hundreds of thousands of retirees from GM, Ford and Chrysler and their dependents.
- Counsel to the Fiat Group in several major joint ventures in the United States and Europe, and in a series of multi-billion dollar securities offerings, including the spin-off IPO of its subsidiary CNH Global N.V., its de-listing from the NYSE and SEC de-registration, and several bond offerings.
- Counsel in Volkswagen’s €4.2 billion capital increase, the largest share issue in Germany outside the financial sector in many years.
- Counsel to UBS Securities as equity investor and plan supporter in the Chapter 11 reorganization of Delphi Automotive.
- Counsel to BNP Paribas as global coordinator and joint underwriter, and Citigroup Global Markets Limited and Crédit Agricole Corporate & Investment Bank as joint underwriters, in a €1.2 billion Reg S/Rule 144A rights offering by Michelin.
- Counsel to Toyota in consumer class actions over Canadian imports.
- Counsel to Faurecia in the $409 million acquisition of EMCON Technologies, a leading supplier of emissions control technology solutions for passenger and commercial vehicles. Also counsel to Faurecia S.A. in its €20 million strategic investment in Amminex A/S, a Danish clean-tech company that has developed emissions control technology for diesel engine passenger and commercial vehicles, and in a technological cooperation agreement with Amminex to develop and industrialize the technology.
- Counsel to Valeo in numerous M&A transactions, including its sale of the wiring harness business, Valeo Connective Systems, to Leoni, a German industrial group, for an enterprise value of €255 million, and the sale of its Electric Motors & Actuators activity to Nidec Corporation.
- Counsel to TPG in its investment in China Grand Automotive’s automobile distribution and service network.
- Counsel to Citigroup and Aozora Bank, as part of a consortium of investors led by Cerberus Capital Management, in their $14 billion acquisition of a 51 percent controlling interest in General Motors Acceptance Corporation (GMAC) from General Motors.
Nov 20, 2012
Cleary Gottlieb represented Dollar Thrifty Automotive Group in its acquisition by Hertz Global Holdings. The transaction received antitrust clearance by the U.S. Federal Trade Commission (FTC) on November 15 and the deal closed on November 20. This transaction involved multiple competing bids by Hertz and Avis over 30 months and was closely scrutinized by the FTC.
The combination of Hertz and Dollar Thrifty will create a global, multi-brand rental car leader offering customers a full range of rental options through its strong premium and value brands. Cleary Gottlieb advised Dollar Thrifty on all aspects of the transaction including the M&A, antitrust, employee benefits, litigation, tax, securities, structured finance, intellectual property, and general corporate aspects of the deal.
Dec 12, 2012
Cleary Gottlieb is acting as counsel to J.P. Morgan Securities and Lazard Frères & Co., as financial advisors to the special committee of the board of directors of CNH Global, in connection with the acquisition of CNH by Fiat Industrial in a transaction valued at approximately $1.7 billion.
CNH is a leader in agricultural construction equipment businesses. Fiat Industrial is a leader in the capital goods sector and designs, produces and sells agricultural and construction equipment, trucks, commercial vehicles, buses and special vehicles, in addition to engines and transmissions for those vehicles. Fiat Industrial currently owns approximately 88% of CNH’s outstanding shares.
In the acquisition, CNH and Fiat Industrial will each be merged into a newly formed Dutch holding company whose shares will be listed on the NYSE. In the CNH merger, each outstanding CNH share will be converted into 3.828 holding company shares. CNH will also pay a $10.00 per share cash dividend to CNH minority shareholders prior to consummation of the mergers.
Feb 28, 2013
Cleary Gottlieb represented Citigroup Global Markets, Credit Suisse and Morgan Stanley as initial purchasers in the debut global bond offering by Mexican autoparts company Nemak. The transaction consisted of an offering of $500 million 5.500% senior notes due 2023 issued and sold by Nemak and guaranteed by several of Nemak's subsidiaries located in Canada, Germany, Hungary, Mexico, and the United States. The proceeds of the offering were used to reduce Nemak's outstanding long-term debt. The notes were offered for sale in the United States pursuant to Rule 144A and abroad pursuant to Reg S. The transaction closed on February 28.
Nemak, a subsidiary of Alfa, a large Mexican conglomerate, is the world's largest independent manufacturer of high-tech aluminum powertrain components for the automotive industry. Nemak's main products include cylinder heads, engine blocks, transmission and other components, which it provides to over 50 manufacturing groups, including BMW, Daimler, Fiat-Chrysler, Ford and General Motors. Nemak has operations in Canada, China, Europe, India, Mexico, South America and the United States.
Mar 20, 2012
Cleary Gottlieb represented BofA Merrill Lynch, Citigroup and J.P. Morgan as representatives of the underwriters in the initial public offering of shares of common stock of Allison Transmission Holdings.
All of the shares of common stock offered were sold by the selling shareholders, The Carlyle Group, Onex Corporation and their affiliates, who offered 30,015,000 shares of common stock, of which 26,100,000 shares were the initial securities and 3,915,000 shares were sold pursuant to the underwriters’ exercise of their over-allotment option resulting in total proceeds of approximately $690 million. The Company did not sell any primary shares in the offering. The deal priced on March 14 and closed on March 20.
Allison is the world’s largest manufacturer of fully-automatic transmissions for medium- and heavy-duty commercial vehicles, medium- and heavy-tactical U.S. military vehicles and hybrid-propulsion systems for transit buses. Allison transmissions are used in a variety of applications including on-highway trucks (distribution, refuse, construction, fire and emergency), buses (primarily school and transit), motor homes, off-highway vehicles and equipment (primarily energy and mining) and military vehicles (wheeled and tracked). The company is headquartered in Indianapolis, Indiana and employs approximately 2,800 people. It has manufacturing facilities and customization centers located in China, The Netherlands, Brazil, India and Hungary, with a global presence, serving customers in North America, Europe, Asia, Australia, South America and Africa. Allison was acquired by Carlyle and Onex in August 2007 from General Motors.
Dec 14, 2011
Cleary Gottlieb represented Baoxin Auto Group Limited, a leading luxury auto dealership group in China, and its controlling shareholders, in a HK$3.2 billion (US$414.2 million) initial public offering and listing on the Main Board of the Hong Kong Stock Exchange. The offering, which closed on December 14, was underwritten by Morgan Stanley, JP Morgan and CMB International.
May 04, 2010
Cleary Gottlieb represented the global coordinators and joint lead bookrunners BofA Merrill Lynch, Citi, Deutsche Bank, HSBC Trinkaus and J.P. Morgan and the other underwriters in the offering of 64.9 million new preferred shares of Volkswagen Aktiengesellschaft at an offer price of €65 per share. The new shares were offered to the existing shareholders of the company in a public rights offering in Germany, the United Kingdom, Luxembourg and Switzerland.
The rights offering was preceded by a pre-placement of the new shares in a public offering to retail investors in Germany and a private placement exclusively to institutional investors in Germany and other countries, including to qualified institutional buyers in the United States in reliance on Rule 144A. To facilitate the pre-placement, certain shareholders of Volkswagen Aktiengesellschaft, Qatar Holding Germany GmbH, Porsche Automobil Holding SE, Hannoversche Beteiligungsgesellschaft mit beschränkter Haftung and Porsche Gesellschaft m.b.H., assigned their subscription rights relating to a total of 72.8% of the new shares to the global coordinators. These shares were allocated to the pre-placement investors unconditionally and were delivered to them in an upfront first closing on March 31, 2010. The remaining new shares were allocated to pre-placement investors subject to claw-back and deferred settlement. More than 99% of these claw-back shares were taken up in the rights offering which ended on April 13, 2010. Therefore, only a small number of new shares was delivered to pre-placement investors in a second closing on April 16, 2010. With respect to the remaining claw-back shares, the underwriters exercised their right to claw-back.
Based on publicly available information, the transaction is the largest rights offering of a German listed company outside the financial sector in more than ten years.
The Volkswagen Group with its headquarters in Wolfsburg, Germany, is one of the world’s leading automobile manufacturers and the largest carmaker in Europe. The Group operates 60 production plants in fifteen European countries and a further six countries in the Americas, Asia and Africa with nearly 370,000 employees around the world.
Sep 27, 2011
Cleary Gottlieb represented Sanluis Co-Inter (“SISA”), the direct wholly-owned subsidiary of Mexican autoparts company Sanluis Corporación (the stock of which is publicly traded on the Mexican stock exchange), in the restructuring of its $248,000,000 aggregate principal amount of indebtedness consisting mainly of 7.00% mandatory convertible debentures due 2011 and 8.00% guaranteed notes due 2010. The restructuring was effected through a court-supervised plan of reorganization pursuant to the Mexican Business Reorganization Act (Ley de Concursos Mercantiles). On July 15, the Mexican judge overseeing the Concurso proceeding issued the order approving the reorganization plan among SISA and its recognized creditors.
As a result of the Concurso proceeding and pursuant to the terms of the plan of reorganization, the 7.00% mandatory convertible debentures due 2011 and 8.00% guaranteed notes due 2010 have been cancelled and, on September 27, 2011, SISA issued $28,748,000 7.00% Series A Notes due 2020 (“Series A Notes”) to affiliated holders and $14,288,900 7.00% Series B Notes due 2020 to unaffiliated holders. Concurrently with the issuance of the new notes, Sanluis Corporación entered into a pledge agreement pursuant to which it pledged the Series A Notes it holds to secure its recently issued 7.00% senior notes due 2017.
Sanluis Corporación designs and produces leaf springs, coil springs and brake components (rotors, drums, machined hubs and certain sub-assemblies) that are used by automotive manufacturers in the suspension and brakes systems of cars, light trucks, full-size trucks and buses. It is the world’s largest producer of leaf springs, with a market share of approximately 92% in the NAFTA region and a 63% share of the Brazilian market and currently supplies suspension components for six of the 10 best-selling pickup trucks in such region.
Jun 05, 2012
Cleary Gottlieb represented Michigan-based auto-parts maker Delphi Automotive in connection with its binding option to acquire France-based FCI Group’s Motorized Vehicles Division (MVL) for €765 million on a cash and debt-free basis (approximately $972 million at current exchange rates).
MVL is owned by affiliates of U.S. private equity firm Bain Capital and is a leading global manufacturer of automotive connection systems with a focus on high-value, leading technology applications. This transaction will boost Delphi’s presence in the automotive safety equipment market and expand its footprint in Asia.
Mar 11, 2011
Cleary Gottlieb acted as Italian, U.S. and International counsel to issuer Fiat Industrial Finance Europe S.A. and guarantor Fiat Industrial S.p.A. in Fiat Industrial Finance Europe’s offering of € 1 billion guaranteed 5.25% notes due March 2015 and € 1.2 billion guaranteed 6.25% notes due March 2018. The notes were issued under Fiat Industrial’s €10 billion Reg S/Rule 144A Global Medium Term Note (GMTN) Programme and have been admitted to listing on the Irish Stock Exchange. The notes were priced on March 7, 2011 and the offer closed on March 11, 2011.
Cleary Gottlieb also represented Fiat Industrial and each of the eligible issuers under the Programme (Fiat Industrial Finance Europe S.A. and Fiat Industrial Finance North America, Inc.) in connection with the establishment of the programme in February.
This was the first debt offering by Fiat Industrial since its establishment in January 2011, following the demerger of the activities of Iveco, CNH and FPT Industrial from Fiat S.p.A. Through these three subsidiaries, Fiat Industrial engages in the manufacture and sale of trucks and commercial vehicles, agricultural and construction equipment and marine engines. Fiat Industrial Finance Europe is a finance vehicle wholly owned, indirectly, by Fiat Industrial S.p.A.
Jun 26, 2009
Cleary Gottlieb is representing the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America ("UAW") in its negotiations with GM and the U.S. Treasury relating to the Chapter 11 filing by GM. The firm's work has included advising the UAW with respect to the proposed ownership of 17.5 percent of a new GM by a union retiree healthcare trust, a structure Cleary Gottlieb helped put in place in 2005.
Cleary Gottlieb has a long relationship with the UAW dating back to the 1990s and the restructuring of Navistar Corporation. In recent years, the firm represented the union in connection with the novel agreements entered into in 2005, 2007 and 2008 with General Motors Corporation, Ford Motor Co. and Chrysler to establish the Voluntary Employees’ Beneficiary Association trusts to provide retiree health care benefits for hundreds of thousands of Americans.
Apr 30, 2009
Cleary Gottlieb is representing the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America ("UAW") in its negotiations with Chrysler, Fiat and the U.S. Treasury relating to the Chapter 11 filing by Chrysler. The firm's work has included advising the UAW with respect to the proposed ownership of 55 percent of a new Chrysler by a union retiree healthcare trust, a structure Cleary Gottlieb helped put in place in 2005.
Cleary Gottlieb has a long relationship with the UAW dating back to the 1990s and the restructuring of Navistar Corporation. In recent years, the firm represented the union in connection with the novel agreements entered into in 2005, 2007 and 2008 with General Motors Corporation, Ford Motor Co. and Chrysler to establish the Voluntary Employees’ Beneficiary Association trusts to provide retiree health care benefits for hundreds of thousands of Americans.
Jul 01, 2010
Cleary Gottlieb represented the initial purchasers, led by Deutsche Bank Securities, Goldman, Sachs & Co. and J.P. Morgan Securities., in a recent debt offering by ERAC USA Finance guaranteed by Enterprise Holdings. ERAC issued $350 million of 2.750% Notes due 2013 and $650 million of 5.250% Notes due 2020, guaranteed as to payment of principal, premium (if any) and interest by Enterprise. The notes were offered for sale in the United States pursuant to Rule 144A and abroad pursuant to Reg. S. The deal closed on July 1.
Enterprise is the world’s largest provider of rental cars and its primary business is home city rentals. Enterprise provides replacement rental cars to drivers who temporarily have lost the use of their vehicles due to causes such as accidents, mechanical repairs or thefts. Enterprise also rents vehicles to leisure travelers and local business customers. Cleary Gottlieb previously represented the initial purchasers in a 2007 debt offering by Enterprise.
Merger Control Matter of the Year - Americas
(Dollar Thrifty's acquisition by Hertz)
Global Competition Review, 2013
M&A Deal of the Year (Over $100 Million)
(Delphi Automotive's €765 million acquisition of FCI Group's MVL Division)
Crain's Detroit Business, 2013
M&A Deal of the Year
(Fiat's acquisition of Chrysler)
Investment Dealers' Digest, 2010
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