Claude S. Serfilippi

Partner

Practice Description

Representative Matters

• Represented CNPC International Limited, a wholly owned subsidiary of China National Petroleum Corporation, in the $1.3 billion sale of 33% of the shares of Petrokazakhstan, Inc. to JSC KazMunaiGas. 
• Represented Koza Gold, a leading Turkish gold mining company in connection with its proposed IPO on the Istanbul Stock Exchange and pursuant to Rule 144A and Regulation S. 
• Represented Albaraka Türk, a leading Turkish participation bank in connection with its IPO for the Istanbul Stock Exchange and pursuant to Rule 144A and Regulation S. 
• Represented Lubel Coal Company Ltd, a Ukrainian coal mining company, in connection with an equity private placement of £30 million of its ordinary shares arranged by JP Morgan Cazenove. 
• Represented Berycan Limited in connection with its purchase for over $237 million of all of the ISTIL Group of Companies. The ISTIL Group Companies have steel manufacturing assets in Ukraine, Dubai and the United States. 
• Represented certain shareholders of Joint Stock Innovation bank "Ukrsibbank" in connection with restructuring their investment in this leading Ukrainian bank and a $300 million secured loan agreement from BNP Paribas S.A. 
• Represented Marti Real Estate, a Turkish REIT that specializes in vacation and recreation properties in connection with its proposed IPO on the Istanbul Stock Exchange and pursuant to Rule 144A and Regulation S. 
• Representing HSBC Bank USA as Trustee under indentures for over $1 billion of debt securities issued by SPV's created by Lehman Brothers pursuant to a number of Secured Continuously Offered Note Programmes. Subsequent to the bankruptcy of the Lehman entities, these complex financings, which involve FTD and Credit Default Swaps as well as synthetic securities and a two tiered structure, defaulted, presenting the Trustee with numerous and complex legal issues under the programme documents in a number of jurisdictions. 
• Represented Icon Private Equity Fund, L.P., a Ukrainian private equity fund in connection with a number of investments, particularly in the financial services and technology industries. 
• Represented Multimedia Polska S.A. in the company’s global offering of shares encompassing both a public offering to Polish individual and institutional investors and a private international offering to selected institutional investors outside of Poland pursuant to Rule 144A and Regulation S. 
• Represented Asya KatilimBankasi AS, a Turkish participation bank, in its initial public offering of 20% of its share capital. The offering was comprised of a registered offering on the Istanbul Stock Exchange and a 144A/Regulation S offering in the United States and other countries.
• Represented Vestel White Goods, a leading Turkish manufacturer of white goods products, in connection with its initial public offering of common stock pursuant to Rule 144A and Regulation S.
• Represented TVN SA, the leading commercial television broadcaster in Poland, in connection with its initial public offering of common stock pursuant to Rule 144A and Regulation S. The transaction, which valued the company at approximately $677 million, also involved a public offering in Poland and the listing of the TVN shares on the Warsaw Stock Exchange. 
• Represented the lender’s committee of Transportation de Gas del Sur SA, Argentina’s largest transporter of natural gas and the operator of the Southern Argentina natural gas pipeline system, on the securities law aspects of TGS’s $1.02 billion debt restructuring. 
• Represented Jazztel plc, a Spanish-based data and telecommunications operator in regard to its initial public offering, three 144A high-yield debt offerings raising over €1 billion and financial restructuring. 
• Represented Fortune Brands/Jim Beam Brands Worldwide, Inc. in the sale of its UK-based Scotch whisky business in a leveraged management buyout for approximately £200 million. 
• Represented Whitney & Co LLC and The Blackstone Group on their purchase of $80,000,000 aggregate principal amount of Senior Notes and Warrants in Aviall, Inc., a New York Stock Exchange-listed aviation aftermarket parts and supply chain management company. 
• Represented Golden Telecom, Inc., a telecommunications company with operations in Russia, on U.S. corporate and securities matters. 
• Represented Whitney & Co LLC on its $756.8 million purchase of Herbalife, a worldwide marketer of weight management products, nutritional supplements and personal care products. 
• Represented PanAmSat Corporation and its subsidiaries in connection with a tender offer and related consent solicitation for approximately $1 billion aggregate principal amount of outstanding debt securities and the related issuance of approximately $750 million of new indebtedness pursuant to Rule 144A. Also represented PanAmSat in connection with its subsequent A/B exchange offers. 
• Represented KBC and other lenders in connection with $27,250,000 aggregate principal amount of subordinated notes and common stock issued to KBC and the other lenders by Dictaphone Corporation pursuant to its reorganization under Chapter 11. 
• Represented Panda Global Energy Company in connection with a negotiated restructuring involving a private exchange offer of outstanding debt securities, issuance of Senior Secured PIK Notes and related consent solicitation. 
• Represented E.ON AG in connection with a private purchase (by an E.ON AG affiliate) of shares of capital stock of MEMC Electronic Materials, Inc., a NYSE listed company, for $106 million and a standby arrangement whereby the affiliate subsequently purchased an additional $90 million of capital stock of MEMC that was offered first to the public shareholders of MEMC in a registered rights offering. 
• Represented Lehman Brothers and Dresdner Kleinwort Benson, as underwriters, in connection with the $575 million initial public offering of Companhia Paranaense de Energia, a Brazilian electric generation, transmission and distribution company and the listing of ADRs on the NYSE. 
• Represented ATC Group Services, Inc. in connection with its issuance of new common stock and new warrants pursuant to Section 1145 of the Bankruptcy Code. 
• Represented E.ON AG in connection with the sale of its debt and equity interests in MEMC Electronic Materials, Inc., a NYSE listed company, to the Texas Pacific Group. 

Publications