March 8, 2012 6:40 PM

Cleary, Clifford Chance Grab Roles on $3 Billion in Bank Asset Sales

Posted by Brian Baxter

Cleary Gottlieb Steen Hamilton and Clifford Chance are advising banking giants BNP Paribas and HSBC Holdings, respectively, on the sale of combined assets worth a total of almost $3 billion.

Paris-based BNP announced Thursday the $2 billion sale of a 28.7 percent stake in publicly traded French real estate investment trust Klépierre to Simon Property Group, the largest owner and operator of shopping malls in the U.S. Klépierre owns roughly 275 shopping centers throughout Europe.

Pierre-Yves Chabert, a Cleary corporate partner in Paris and one of the top MA lawyers in France, is representing BNP on the proposed sale. BNP, which has been hurt financially by its exposure to Greek debt, is trying to raise cash to meet new capital requirements put in place by European banking regulators.

Cleary previously advised BNP on a $6.3 billion stock offering in 2009 designed to repay bailout money it received from the French government, as well as on the bank’s $19.8 billion acquisition of a 75 percent stake in ailing Benelux financial conglomerate Fortis in 2008. (In January, Cleary helped BNP unwind certain hybrid securities tied up in Fortis, a standalone insurance group now known as Ageas.)

BNP Paribas named a new group general counsel in 2010 when it hired Georges Dirani, a former founding partner of British firm Herbert Smith‘s Paris banking practice. BNP had owned about 52 percent of Paris-based Klépierre prior to the deal with Simon, which now becomes Klépierre’s largest shareholder.

Simon’s move for Klépierre comes about a year after its $4.6 billion takeover bid for Capital Shopping Centres Group, the U.K.’s largest mall chain, was unanimously rejected by the London-based REIT. Freshfields Bruckhaus Deringer and Wachtell, Lipton, Rosen Katz advised Simon on that failed transaction.

The Klépierre deal was Simon’s second notable real estate transaction this week, as the company also announced that it would buy 26 shopping malls from joint venture partner Farallon Capital Management, one of the world’s largest hedge funds, for $1.5 billion.

San Francisco–based Farallon and Simon partnered up in 2007 to take control of The Mills in a $1.64 billion deal. Fried, Frank, Harris, Shriver Jacobson advised Simon that deal, while Paul, Weiss, Rifkind, Wharton Garrison and New York’s Richards Kibbe Orbe acted as counsel to Farallon, according to a press release at the time.

A Simon spokesman and general counsel James Barkley did not immediately respond to requests for information about the REIT’s outside lawyers for the deal with Farallon and the stake in Klépierre.

An SEC filing by Simon this week shows that Faegre Baker Daniels and Sidley Austin are representing Simon on two public offerings of securities under way that are expected to raise about $2.5 billion to fund the Farallon and Klépierre acquisitions. A Faegre spokeswoman says the firm is not handling deal work related to either transaction. A Sidley spokeswoman did not immediately respond to a request for comment.

Magic Circle firms Clifford Chance and Linklaters, meanwhile, are reaping the benefits of another major banking divestiture this week, according to sibling publication The Asian Lawyer.

Clifford Chance Asian MA practice head Roger Denny and corporate partners Amy Lo and Alex Erasmus are advising HSBC and Hong Kong-based Hang Seng Bank, in which HSBC owns a 62 percent stake, on their $914 million sale of insurance units in Asia and Latin America.

The transaction calls for HSBC and Hang Seng to sell their businesses in Hong Kong, Singapore, and Mexico to French insurer AXA for a combined $494 million, while selling another unit in Argentina to Australia’s QBE Insurance for $420 million.

Linklaters corporate partners Robert Cleaver in Hong Kong and Dan Schuster-Woldan in London are advising Paris-based AXA, along with lawyers from Singapore’s Rajah Tann, according to The Asian Lawyer.

HSBC has been keeping its outside corporate lawyers busy in recent months as it continues to shed assets in an effort to raise cash. Linklaters represented the London-based bank in January on the $801 million sale of its Latin American businesses to Colombia’s Banco Davivienda, according to our previous reports.

HSBC, which brought on Stuart Levey as its new chief legal officer in January, turned to Argentine firm Bruchou, Fernández, Madero Lombardi and Mexican firm Galicia Abogados for local counsel on the transactions with AXA and QBE.

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