May 16, 2013

Cleary Gottlieb acted as counsel to HP Italiana in obtaining the dismissal of one of the first Italian class action lawsuits brought by an Italian association allegedly acting on behalf of three individuals.

The claim concerned alleged unfair commercial practices under the consumer code and alleged violations of the provisions set forth in EC Regulation No. 1907/2006 regarding safety data sheets.

The Court of Milan issued its decision on May 16, 2013, denying the certification of the class action, holding that the plaintiffs lacked standing to sue, that HP Italiana lacked standing to be sued and that the evidence submitted by the plaintiffs was insufficient to ground their claims. The Court of Milan ordered the plaintiffs to pay HP Italiana’s legal fees and to compensate the damages caused by having brought a frivolous claim. This is the first time that an Italian court has ordered such a compensation in a class action lawsuit.

Nov 27, 2012

Cleary Gottlieb is representing Barclays Capital and Goldman Sachs as financial advisors to Ralcorp in the sale of Ralcorp to ConAgra in a merger with an enterprise value of $6.8 billion. The transaction, which was announced on November 27, 2012, creates one of the largest packaged food companies and provides for Ralcorp shareholders to receive $90.00 per share in cash for each outstanding share of common stock. The transaction is expected to close during the first half of 2013, subject to customary regulatory approvals and the approval of Ralcorp’s shareholders.

Ralcorp is the largest manufacturer of private label food in the United States. ConAgra is one of North America’s leading food companies.

Jan 10, 2013

Cleary Gottlieb is representing Goldman, Sachs & Co. as financial advisor to SUPERVALU in the sale of five retail grocery banners to an investor group led by Cerberus Capital Management. The transaction, which has an enterprise value of $3.3 billion, was announced on January 10 and involved the sale of Supervalu’s Albertsons, Acme, Jewel-Osco, Shaw’s and Star Market stores and related Osco and Sav-on in-store pharmacies. In addition to the sale, the Cerberus-led investor group has agreed to conduct a tender offer for up to 30 percent of SUPERVALU’s common stock. The transaction is expected to close in the first quarter of 2013, subject to customary regulatory approvals, the refinancing of certain SUPERVALU debt and the satisfaction of conditions to the tender offer.

SUPERVALU is one of the largest companies in the U.S. grocery channel with annual sales of approximately $35 billion.

Jan 31, 2013

Cleary Gottlieb is representing Scientific Games, a supplier of lottery systems and instant tickets, in connection with SG’s acquisition of WMS Industries, a designer, manufacturer and distributor of reel-spinning and video gaming devices, for $1.5 billion in cash. The deal was announced on January 31.

The transaction is the largest deal in leisure and recreational products in almost two years, creating a global supplier of lottery equipment and slot machines. The acquisition is expected to be completed by the end of this year and produce annual savings of about $90 million.

Oct 09, 2012

Cleary Gottlieb is representing Stanley Black & Decker in the sale of its Hardware & Home Improvement Business (HHI) to Spectrum Brands for $1.4 billion in cash. HHI is a provider of residential locksets, residential builder’s hardware and plumbing fixtures marketed under the Kwikset, Weiser, Baldwin, Stanley, National and Pfister brands, among others. The transaction was announced on October 9, 2012 and is subject to closing conditions including required regulatory approvals. It is expected to close by the first quarter of 2013.

The transaction marks Stanley’s largest divestiture and the fourth in a series of divestitures of businesses that Cleary Gottlieb has handled for Stanley – the prior ones being the sales of the Doors, Home Décor, and CST/Berger divisions.

Aug 15, 2012

Cleary Gottlieb represented General Mills, one of the world’s leading food companies, in connection with its acquisition of Yoki Alimentos, a Brazilian privately-held food company, for approximately R$1.75 billion plus the assumption of approximately R$200 million of outstanding debt. The acquisition was consummated through the acquisition of the entire equity interest in Yoki and its subsidiaries.

Yoki was a family-owned company established in 1960, which employs more than 5,000 people and operates multiple manufacturing facilities and distribution centers in Brazil. With the acquisition of Yoki, General Mills expects to more than double its annual sales in Latin America to nearly US$1 billion.

Apr 17, 2013

Cleary Gottlieb represented Kering (former PPR Group) in the decision to list the shares of Groupe FNAC on Euronext Paris. The meeting of the shareholders of Kering, called for June 18, will decide upon the distribution of Groupe FNAC shares to all of Kering’s shareholders in the form of an additional dividend. The listing decision was announced on April 17 and trading in the shares of Groupe FNAC on Euronext Paris should start on June 20.

Groupe FNAC is a European leader in the retail distribution of cultural, entertainment and electronic products.

Apr 03, 2012

Cleary Gottlieb is representing Barclays Capital in a complex transaction that is intended to result in Burger King Worldwide Holdings, Inc. being listed on the New York Stock Exchange. As part of the transaction, announced on April 3, shareholders of Justice Holdings Limited will receive an approximately 29% stake in the combined company in exchange for approximately $1.4 billion in cash. Affiliates of 3G Capital Partners, Ltd., Burger King’s current private equity owner, will receive an approximately 71% stake in the combined company. Barclays delivered a fairness opinion to the Board of Directors of Justice Holdings in connection with the transaction. The transaction is expected to close in the second quarter of 2012.

Burger King is the second largest fast food hamburger chain in the world, operating in more than 12,500 locations and serving more than 11 million guests daily in 81 countries and territories worldwide. Burger King was taken private in 2010 in a leveraged buyout by 3G Capital.

Justice Holdings is a London Stock Exchange listed special purpose investment vehicle (referred to in the United Kingdom as a “blank check company” and in the United States as a “SPAC”) founded in 2011 by Martin Franklin and Nicolas Berggruen.

Jun 29, 2011

Cleary Gottlieb represented Hi-mart Co. and the selling shareholders in Hi-mart’s Won 420 billion (approximately $385 million) IPO of common shares. Citi served as joint international bookrunner and Daewoo Securities Co. served as joint international and sole domestic bookrunner. The shares were sold through a public offering in Korea and a Rule 144A/Reg. S offering elsewhere. The deal priced on June 17 and closed on June 24. The shares began trading on the KRX KOSPI Market of the Korea Exchange on June 29.

Hi-mart is the largest consumer electronics retailer in Korea.

Mar 14, 2012

Cleary Gottlieb acted as Russian counsel to SABMiller in its strategic alliance with Anadolu Efes for Turkey, Russia, the CIS, Central Asia and the Middle East. The transaction, structured, essentially, as a stock-for-stock merger, was completed on March 14. SABMiller transferred its Russian and Ukrainian beer businesses, valued at approximately $1.9 billion, to Anadolu Efes in exchange for newly issued 24% shares in Anadolu Efes.

SABMiller is one of the world’s largest brewers with brewing interests and distribution agreements across six continents. The group’s wide portfolio includes global brands such as Pilsner Urquell, Peroni Nastro Azzurro, Miller Genuine Draft and Grolsch, as well as leading local brands such as Aguila, Castle, Miller Lite, Snow, Tyskie and Victoria Bitter. SABMiller is also one of the world’s largest bottlers of Coca-Cola products.

Dec 16, 2009

Cleary Gottlieb represented Family Dollar Stores in a $250 Million, 364-Day revolving credit facility with a syndicate of lenders. The deal closed on December 16.

Family Dollar is a North Carolina based discount retailer, which operates more than 6,600 general merchandise retail discount stores in 44 states. It is also one of the fastest growing discount store chains in the United States, with over 4,000 new stores added to the chain in the past ten years.

Feb 21, 2011

Cleary Gottlieb represented TPG in the sale of Mey İçki Sanayi ve Ticaret, Turkey’s leading spirits manufacturer, to the drinks group Diageo PLC.

Diageo has agreed to acquire Mey İçki from TPG and Actera, a private equity group focused on investments in Turkey, for approximately £1.3 billion. As part of the transaction, management is re-investing in the company. The deal signed on February 21. Closing is subject to regulatory approvals.

TPG had initiated a dual track exit strategy, and Cleary Gottlieb advised TPG in connection with a proposed partial floatation of Mey İçki on the Istanbul Stock Exchange.

Cleary Gottlieb also acted for TPG on its original acquisition of Mey İçki in 2006.

Jan 19, 2010

Cleary Gottlieb is representing Goldman Sachs International, Morgan Stanley & Co. Limited and UBS Investment Bank as joint financial advisors to Cadbury plc in connection with a recommended takeover bid by Kraft Foods, Inc.

Kraft’s renewed offer of January 19 values Cadbury at a total of approximately $19 billion. The offer comprises mixed cash and share consideration of 500 pence plus 0.1874 Kraft shares, representing, in aggregate, 840 pence per Cadbury share.

Cadbury’s board of directors originally rejected as “derisory” Kraft’s unsolicited December 4 offer of 300 pence plus 0.2589 Kraft shares for each Cadbury share, which valued Cadbury at a total of approximately $16.7 billion.

Kraft’s offer will remain open to shareholders until 1.00 p.m. (London time) on February 2.

Nov 09, 2010

Cleary Gottlieb represented Grupo Bimbo and its U.S. subsidiary, BBU, Inc., in the acquisition of Sara Lee Corporation’s North American Fresh Bakery business for an enterprise value of $959 million. The acquisition includes a royalty-free perpetual license to the Sara Lee® brand in fresh bakery products in the Americas, Asia, Africa and Eastern and Central European countries, as well as a portfolio of regional brands. The transaction, which is subject to regulatory approvals, was announced on November 9 and is expected to close in 2011.

Sara Lee NAFB operates 41 plants and close to 4,800 distribution routes, and employs approximately 13,000 associates in the United States. Grupo Bimbo's combined U.S. businesses will employ more than 28,000 associates, operate 75 plants and distribute its products through more than 13,000 routes, with estimated pro forma sales of $5.8 billion in 2010.

In January 2009, Cleary Gottlieb represented Grupo Bimbo in the $2.5 billion acquisition of Bimbo Foods, Inc. (formerly Weston Foods, Inc.) and the related financing.