The Work

December 21, 2011 5:59 PM

Cleary Grabs Roles on Dexia, Delphi Deals

Posted by Brian Baxter

Corporate lawyers from Cleary Gottlieb Steen & Hamilton are celebrating the holiday season with roles on two major transactions announced this week.

In one deal, the firm is representing Delphi Financial chairman and CEO Robert Rosenkranz, owner of the U.S. insurance company, on its $2.7 billion sale to Japan’s Tokio Marine Holdings.

Cleary corporate partners Daniel Sternberg and Paul Shim are advising Rosenkranz on the matter, along with employee benefits partner Arthur Kohn. Wilmington-based Delphi has turned to Delaware firm Morris, Nichols, Arsht & Tunnell for outside counsel on the deal.

Cravath, Swaine & Moore corporate head Scott Barshay, corporate partner Andrew Thompson, tax partner Lauren Angelilli, executive compensation and employee benefits head Eric Hilfers, and environmental partner Matthew Morreale are serving as counsel to a special committee of Delphi's board of directors.

Lazard, which is serving as financial adviser to Delphi's special committee, has turned to Wachtell, Lipton, Rosen & Katz corporate partners Andrew Brownstein and David Lam for outside counsel. Delphi's general counsel is Chad Coulter.

For its part, Tokio Marine—Japan's second-largest casualty insurer—has turned to Sullivan & Cromwell corporate partners Robert DeLaMater, Melissa Sawyer, Keiji Hatano, and Izumi Akai, cohead of the firm's Japan practice. The deal is Tokio Marine's largest transaction since it tapped S&C three years ago when it spent $4.7 billion to acquire U.S. property and casualty insurer Philadelphia Consolidated.

Steve Goldstein, a former small-college basketball player, serves as Tokio Marine's top in-house lawyer in the United States.

In its second big deal of the week, Cleary is taking the lead representing financial services giant Dexia on the $952 million sale of its Luxembourg unit to a Qatar investment group.

M&A partner Laurent Legein and senior labor attorney Loïc Peltzer in Brussels are leading a Cleary team from advising Brussels-based Dexia, which has been busy in recent months coping with the fallout from the European debt crisis by selling off assets to raise capital.

In October the Belgian government acquired Dexia's banking operations in the country for $5.4 billion, according to our previous reports. Five firms, including Cleary, landed key roles on that deal.

The transaction marked Dexia, which specializes in banking and asset management services, as one of the first major victims of the European debt crisis. The company is gradually being broken up after receiving a $9.2 billion bailout from the governments of Belgium, France, and Luxembourg three years ago.

Olivier Van Herstraeten serves as the head of Dexia's in-house legal, compliance, and tax departments. Antoine Gosset-Grainville, a former partner at French firm Gide Loyrette Nouel, is a member of Dexia's board.

An e-mail seeking information on legal advisers for Precision Capital, a Luxembourg-based firm owned by members of the Qatari royal family, was not immediately returned. Precision will own a 90 percent stake in Dexia's Luxembourg unit, with the remaining 10 percent held by the state of the Grand Duchy of Luxembourg, according to a press release announcing the transaction.


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