Cleary Gottlieb scoops fifth Royal Ahold deal

Cleary Gottlieb Steen & Hamilton has advised ABN Amro Rothschild, Goldman Sachs International and Merrill Lynch International as joint underwriters on one of the largest equity deals this year.
Royal Ahold, advised by White & Case, issued 80.5 million shares to raise euro2.6bn (£1.64bn). The money will be used to fund its proposed acquisition
of Alliant Exchange and Bruno's Supermarkets.
The shares were issued in the form of common shares and American Depositary Shares (ADS), with one common share representing one ADS.
For investors in the US, common shares were deposited in a bank. The bank then issued the depositary shares which were denominated in US dollars. ADS trading used a depositing trust company, whereas the common shares were traded through trading companies Necigef, Euroclear and Clearstream.
Cleary Gottlieb associate Farmida Bi said that because shares in Europe have one identity while in the US they have another, the shares are not instantly tradable and therefore the liquidity of the deal is impacted.
This transaction is the fifth to be done under Royal Ahold's shelf programme, and Cleary Gottlieb and White & Case have been instructed on the deals since the shelf was set up in 1997.
Cleary Gottlieb has strong relationships with all three investment banks and its knowledge of the history of the deals ensures that it continues to get the work.
Previous deals included convertible debt, but this time the financing was done using pure equity.
The deal was particularly successful considering the current market and it stands out because the shares were sold within 24 hours.
Bi said: “It was exciting because it was an equity transaction that was successful in a very difficult market. The green shoe [an underwriter's right to ask for more shares] was issued the day after pricing. Underwriters have 30 days to take up the option of asking the company to issue another 15 per cent of shares. However, because there was so much demand for the shares, the underwriters exercised their right straight away.”
The Cleary Gottlieb team worked out of the London office and was led by finance partner Ashar Qureshi. David Arroyo provided tax advice and Maurits Dolmans and Peter Werdmuller, based in the Brussels office, provided Dutch advice.
The White & Case team was led by partner Maureen Brundage, who is based in New York.
ING Barings, Kempen & Co and Rabo Securities acted as co-managers on the deal.
Royal Ahold is an international food and food service provider that owns or has interests in about 8,600 supermarkets, hypermarkets and discount and speciality stores in 25 countries across Asia, Europe and the Americas.
Although the acquisitions of the two US supermarkets will not take place immediately, White & Case will continue to advise Royal Ahold on the subsequent transaction.