Cravath’s New York Office Moves to Two Manhattan West
Andrew J. Pitts is Co-Head of the Capital Markets Practice for North America. He has a significant corporate finance practice and advises clients on a broad range of corporate issues. Mr. Pitts is widely regarded in the legal community as exceptionally responsive and pragmatic with a wide range of experience addressing clients’ most complex legal issues.
Mr. Pitts’s finance practice focuses on public and private securities offerings for investment banking clients and issuers. Principal areas of concentration include the financial institutions, insurance, industrials, natural resources, technology and transportation industries. In addition to traditional capital‑raising transactions, Mr. Pitts regularly advises on transactions involving convertible securities, equity‑linked securities and equity derivatives, including public and private hedging transactions using collars and forward contracts. Mr. Pitts also regularly represents investment banking clients and issuers in connection with liability management transactions, including debt tender and exchange offers and consent solicitations.
Mr. Pitts’s advisory work principally involves corporate governance, public company disclosure obligations and director and officer liability issues (including D&O insurance). He frequently teams with other Cravath partners in complex merger and acquisition transactions.
Mr. Pitts is the Contributing Editor to “Getting the Deal Through: Securities Finance,” an annual survey of the securities laws in 15 jurisdictions, and regularly participates in other industry activities, including SIFMA. Mr. Pitts is also actively involved in legal opinion matters. He is the Chair of Cravath’s opinion committee, a member of the TriBar Opinion Committee and is the former Chair of the ABA Subcommittee on Securities Law Opinions. Mr. Pitts is a member of the New York City Bar Association and the International Bar Association.
Mr. Pitts has been repeatedly cited as one of the leading practitioners in capital markets by, among others, Chambers USA, Chambers Global, The Legal 500 US, IFLR1000, Lawdragon, The Best Lawyers in America and Who’s Who Legal: Capital Markets.
Mr. Pitts was born in Rochester, New York. He received a B.A. from Trinity College in 1988, a J.D. summa cum laude in 1994 from Boston University, where he was Notes Editor of the Law Review and received the Alumni Achievement Award, and an M.B.A. with high honors from Boston University in 1995.
Mr. Pitts joined Cravath in 1995 and was elected a partner in 2002. He served as Corporate Managing Partner from August 2014 to September 2016.
Mr. Pitts’s finance practice focuses on public and private securities offerings for investment banking clients and issuers. Principal areas of concentration include the financial institutions, insurance, industrials, natural resources, technology and transportation industries. In addition to traditional capital‑raising transactions, Mr. Pitts regularly advises on transactions involving convertible securities, equity‑linked securities and equity derivatives, including public and private hedging transactions using collars and forward contracts. Mr. Pitts also regularly represents investment banking clients and issuers in connection with liability management transactions, including debt tender and exchange offers and consent solicitations.
Mr. Pitts’s advisory work principally involves corporate governance, public company disclosure obligations and director and officer liability issues (including D&O insurance). He frequently teams with other Cravath partners in complex merger and acquisition transactions.
Mr. Pitts is the Contributing Editor to “Getting the Deal Through: Securities Finance,” an annual survey of the securities laws in 15 jurisdictions, and regularly participates in other industry activities, including SIFMA. Mr. Pitts is also actively involved in legal opinion matters. He is the Chair of Cravath’s opinion committee, a member of the TriBar Opinion Committee and is the former Chair of the ABA Subcommittee on Securities Law Opinions. Mr. Pitts is a member of the New York City Bar Association and the International Bar Association.
Mr. Pitts has been repeatedly cited as one of the leading practitioners in capital markets by, among others, Chambers USA, Chambers Global, The Legal 500 US, IFLR1000, Lawdragon, The Best Lawyers in America and Who’s Who Legal: Capital Markets.
Mr. Pitts was born in Rochester, New York. He received a B.A. from Trinity College in 1988, a J.D. summa cum laude in 1994 from Boston University, where he was Notes Editor of the Law Review and received the Alumni Achievement Award, and an M.B.A. with high honors from Boston University in 1995.
Mr. Pitts joined Cravath in 1995 and was elected a partner in 2002. He served as Corporate Managing Partner from August 2014 to September 2016.
International Bar Association
New York City Bar Association
TriBar Opinion Committee
The Aldrich Museum
The Greenwich Land Trust
Middlesex School
Best Lawyers in America
Chambers Global
Chambers USA
IFLR1000
Lawdragon
The Legal 500 US
Super Lawyers
Boston University Alumni Achievement Award, 1994
Deals & Cases
August 21, 2024
Cravath represented the administrative agent, joint lead arrangers and joint bookrunners in connection with $3.1 billion of credit facilities made available to Aptiv PLC and certain of its subsidiaries. Aptiv PLC is a leading global technology and mobility architecture company primarily serving the automotive sector. The facilities consisted of a $2.5 billion bridge credit facility, used to partially finance the accelerated share repurchase of up to $3.0 billion of Aptiv PLC’s ordinary shares, and a $600 million term loan facility. The transactions closed on August 1, 2024, and August 19, 2024.
Deals & Cases
July 08, 2024
On July 7, 2024, Paramount Global (“Paramount”), a leading global media, streaming and entertainment company, and Skydance Media (“Skydance”), a diversified media company founded to create high-quality, event-level entertainment for global audiences, announced that they have entered into a definitive agreement to form “New Paramount,” a next-generation media and technology leader, through a two-step transaction including the acquisition of National Amusements, Inc. (“NAI”), which holds the controlling share stake in Paramount, and subsequently a merger of Skydance and Paramount. Under the terms of the agreement, which has been approved by the Paramount Board of Directors, acting on the unanimous recommendation of the Special Committee of independent directors, and by NAI, Skydance will merge with Paramount in a transaction valuing New Paramount at an enterprise value of approximately $28 billion. Existing Skydance investors will receive 317 million newly issued Class B shares in New Paramount valuing Skydance at $4.75 billion based on $15 per Paramount Class B share. The Skydance Investor Group will invest up to $6 billion in offers to Class A and Class B stockholders, and use the additional capital to paydown debt and re-capitalize the balance sheet of New Paramount. NAI and its owners have entered into a definitive agreement to sell NAI to Skydance IG for $2.4 billion on a cash-free, debt-free basis. Cravath is representing the Paramount Special Committee in connection with the agreement.
Deals & Cases
June 24, 2024
On June 24, 2024, Illumina, Inc. (“Illumina”), a global leader in DNA sequencing and array-based technologies, announced the successful completion of the spin-off of GRAIL, a healthcare company whose mission is to detect cancer early. This follows Illumina’s previously announced plans to divest GRAIL, and GRAIL is now a public and independent company. The separation was achieved through the distribution of 85.5% of the outstanding shares of GRAIL to holders of Illumina common stock on June 24, 2024. In addition to retaining their shares of Illumina common stock, Illumina shareholders received one share of GRAIL common stock for every six shares of Illumina stock held as of close of business on the record date of June 13, 2024. Illumina retained 14.5% of the outstanding shares of GRAIL common stock. Cravath represented Illumina in connection with the transaction.
Deals & Cases
June 04, 2024
Cravath represented the underwriters in connection with the $1 billion registered senior notes offering of LPL Holdings, Inc., a holding company which, through its securities brokerage, offers investment advisory services and insurance brokerage services. The transaction closed on May 20, 2024.
Deals & Cases
May 30, 2024
Cravath represented the underwriters in connection with the $600 million registered senior notes offering of Markel Group Inc. Markel Group Inc. markets and underwrites specialty insurance products in the United States and internationally. The transaction closed on May 16, 2024.
Accolades
February 08, 2024
On January 24, 2024, Cravath was featured by Law360 as a “Capital Markets Practice Group of the Year.” The profile highlighted the Capital Markets Practice’s representation of clients, including AngloGold Ashanti in its corporate restructuring and change to its domicile and primary listing location, the underwriters of L3Harris Technologies, Inc.’s $3.25 billion registered notes offering and the underwriter and the dealers of AmerisourceBergen’s $1.6 billion registered secondary common stock offering.
Activities & Publications
May 18, 2023
On May 18, 2023, Cravath prepared a memo for its clients entitled “SEC Amends Rules Requiring Disclosures of Issuer Share Repurchase and Rule 10b5‑1 Plans.” The memo examines the U.S. Securities and Exchange Commission’s recently adopted final rules on a number of disclosure requirements related to issuer share repurchases. The memo outlines key features of the new rules, the new tabular disclosures, the new narrative disclosures about issuer 10b5‑1 plans and issuer repurchases, and recommendations for companies. Cravath also published a tailored version of the memo for Foreign Private Issuers.
Activities & Publications
December 20, 2022
On December 20, 2022, Cravath distributed a memo for its clients and other stakeholders entitled “SEC Adopts Amendments to Rule 10b5-1 and Adds Insider Trading-Related Disclosures,” examining Final Rules adopted by the SEC on December 14, 2022, which add a number of new requirements to Rule 10b5-1, which was first adopted by the SEC in 2000 to provide an affirmative defense against charges of insider trading when transactions in a company’s stock are executed at times that an insider may be in possession of material non-public information. These new requirements significantly limit the availability of the affirmative defense provided by that rule to violations of Section 10(b) of the Securities Exchange Act of 1934, include new disclosure requirements and add other mandatory requests for information.
Andrew J. Pitts is Co-Head of the Capital Markets Practice for North America. He has a significant corporate finance practice and advises clients on a broad range of corporate issues. Mr. Pitts is widely regarded in the legal community as exceptionally responsive and pragmatic with a wide range of experience addressing clients’ most complex legal issues.
Mr. Pitts’s finance practice focuses on public and private securities offerings for investment banking clients and issuers. Principal areas of concentration include the financial institutions, insurance, industrials, natural resources, technology and transportation industries. In addition to traditional capital‑raising transactions, Mr. Pitts regularly advises on transactions involving convertible securities, equity‑linked securities and equity derivatives, including public and private hedging transactions using collars and forward contracts. Mr. Pitts also regularly represents investment banking clients and issuers in connection with liability management transactions, including debt tender and exchange offers and consent solicitations.
Mr. Pitts’s advisory work principally involves corporate governance, public company disclosure obligations and director and officer liability issues (including D&O insurance). He frequently teams with other Cravath partners in complex merger and acquisition transactions.
Mr. Pitts is the Contributing Editor to “Getting the Deal Through: Securities Finance,” an annual survey of the securities laws in 15 jurisdictions, and regularly participates in other industry activities, including SIFMA. Mr. Pitts is also actively involved in legal opinion matters. He is the Chair of Cravath’s opinion committee, a member of the TriBar Opinion Committee and is the former Chair of the ABA Subcommittee on Securities Law Opinions. Mr. Pitts is a member of the New York City Bar Association and the International Bar Association.
Mr. Pitts has been repeatedly cited as one of the leading practitioners in capital markets by, among others, Chambers USA, Chambers Global, The Legal 500 US, IFLR1000, Lawdragon, The Best Lawyers in America and Who’s Who Legal: Capital Markets.
Mr. Pitts was born in Rochester, New York. He received a B.A. from Trinity College in 1988, a J.D. summa cum laude in 1994 from Boston University, where he was Notes Editor of the Law Review and received the Alumni Achievement Award, and an M.B.A. with high honors from Boston University in 1995.
Mr. Pitts joined Cravath in 1995 and was elected a partner in 2002. He served as Corporate Managing Partner from August 2014 to September 2016.
Mr. Pitts’s finance practice focuses on public and private securities offerings for investment banking clients and issuers. Principal areas of concentration include the financial institutions, insurance, industrials, natural resources, technology and transportation industries. In addition to traditional capital‑raising transactions, Mr. Pitts regularly advises on transactions involving convertible securities, equity‑linked securities and equity derivatives, including public and private hedging transactions using collars and forward contracts. Mr. Pitts also regularly represents investment banking clients and issuers in connection with liability management transactions, including debt tender and exchange offers and consent solicitations.
Mr. Pitts’s advisory work principally involves corporate governance, public company disclosure obligations and director and officer liability issues (including D&O insurance). He frequently teams with other Cravath partners in complex merger and acquisition transactions.
Mr. Pitts is the Contributing Editor to “Getting the Deal Through: Securities Finance,” an annual survey of the securities laws in 15 jurisdictions, and regularly participates in other industry activities, including SIFMA. Mr. Pitts is also actively involved in legal opinion matters. He is the Chair of Cravath’s opinion committee, a member of the TriBar Opinion Committee and is the former Chair of the ABA Subcommittee on Securities Law Opinions. Mr. Pitts is a member of the New York City Bar Association and the International Bar Association.
Mr. Pitts has been repeatedly cited as one of the leading practitioners in capital markets by, among others, Chambers USA, Chambers Global, The Legal 500 US, IFLR1000, Lawdragon, The Best Lawyers in America and Who’s Who Legal: Capital Markets.
Mr. Pitts was born in Rochester, New York. He received a B.A. from Trinity College in 1988, a J.D. summa cum laude in 1994 from Boston University, where he was Notes Editor of the Law Review and received the Alumni Achievement Award, and an M.B.A. with high honors from Boston University in 1995.
Mr. Pitts joined Cravath in 1995 and was elected a partner in 2002. He served as Corporate Managing Partner from August 2014 to September 2016.
International Bar Association
New York City Bar Association
TriBar Opinion Committee
The Aldrich Museum
The Greenwich Land Trust
Middlesex School
Best Lawyers in America
Chambers Global
Chambers USA
IFLR1000
Lawdragon
The Legal 500 US
Super Lawyers
Boston University Alumni Achievement Award, 1994
Deals & Cases
August 21, 2024
Cravath represented the administrative agent, joint lead arrangers and joint bookrunners in connection with $3.1 billion of credit facilities made available to Aptiv PLC and certain of its subsidiaries. Aptiv PLC is a leading global technology and mobility architecture company primarily serving the automotive sector. The facilities consisted of a $2.5 billion bridge credit facility, used to partially finance the accelerated share repurchase of up to $3.0 billion of Aptiv PLC’s ordinary shares, and a $600 million term loan facility. The transactions closed on August 1, 2024, and August 19, 2024.
Deals & Cases
July 08, 2024
On July 7, 2024, Paramount Global (“Paramount”), a leading global media, streaming and entertainment company, and Skydance Media (“Skydance”), a diversified media company founded to create high-quality, event-level entertainment for global audiences, announced that they have entered into a definitive agreement to form “New Paramount,” a next-generation media and technology leader, through a two-step transaction including the acquisition of National Amusements, Inc. (“NAI”), which holds the controlling share stake in Paramount, and subsequently a merger of Skydance and Paramount. Under the terms of the agreement, which has been approved by the Paramount Board of Directors, acting on the unanimous recommendation of the Special Committee of independent directors, and by NAI, Skydance will merge with Paramount in a transaction valuing New Paramount at an enterprise value of approximately $28 billion. Existing Skydance investors will receive 317 million newly issued Class B shares in New Paramount valuing Skydance at $4.75 billion based on $15 per Paramount Class B share. The Skydance Investor Group will invest up to $6 billion in offers to Class A and Class B stockholders, and use the additional capital to paydown debt and re-capitalize the balance sheet of New Paramount. NAI and its owners have entered into a definitive agreement to sell NAI to Skydance IG for $2.4 billion on a cash-free, debt-free basis. Cravath is representing the Paramount Special Committee in connection with the agreement.
Deals & Cases
June 24, 2024
On June 24, 2024, Illumina, Inc. (“Illumina”), a global leader in DNA sequencing and array-based technologies, announced the successful completion of the spin-off of GRAIL, a healthcare company whose mission is to detect cancer early. This follows Illumina’s previously announced plans to divest GRAIL, and GRAIL is now a public and independent company. The separation was achieved through the distribution of 85.5% of the outstanding shares of GRAIL to holders of Illumina common stock on June 24, 2024. In addition to retaining their shares of Illumina common stock, Illumina shareholders received one share of GRAIL common stock for every six shares of Illumina stock held as of close of business on the record date of June 13, 2024. Illumina retained 14.5% of the outstanding shares of GRAIL common stock. Cravath represented Illumina in connection with the transaction.
Deals & Cases
June 04, 2024
Cravath represented the underwriters in connection with the $1 billion registered senior notes offering of LPL Holdings, Inc., a holding company which, through its securities brokerage, offers investment advisory services and insurance brokerage services. The transaction closed on May 20, 2024.
Deals & Cases
May 30, 2024
Cravath represented the underwriters in connection with the $600 million registered senior notes offering of Markel Group Inc. Markel Group Inc. markets and underwrites specialty insurance products in the United States and internationally. The transaction closed on May 16, 2024.
Accolades
February 08, 2024
On January 24, 2024, Cravath was featured by Law360 as a “Capital Markets Practice Group of the Year.” The profile highlighted the Capital Markets Practice’s representation of clients, including AngloGold Ashanti in its corporate restructuring and change to its domicile and primary listing location, the underwriters of L3Harris Technologies, Inc.’s $3.25 billion registered notes offering and the underwriter and the dealers of AmerisourceBergen’s $1.6 billion registered secondary common stock offering.
Activities & Publications
May 18, 2023
On May 18, 2023, Cravath prepared a memo for its clients entitled “SEC Amends Rules Requiring Disclosures of Issuer Share Repurchase and Rule 10b5‑1 Plans.” The memo examines the U.S. Securities and Exchange Commission’s recently adopted final rules on a number of disclosure requirements related to issuer share repurchases. The memo outlines key features of the new rules, the new tabular disclosures, the new narrative disclosures about issuer 10b5‑1 plans and issuer repurchases, and recommendations for companies. Cravath also published a tailored version of the memo for Foreign Private Issuers.
Activities & Publications
December 20, 2022
On December 20, 2022, Cravath distributed a memo for its clients and other stakeholders entitled “SEC Adopts Amendments to Rule 10b5-1 and Adds Insider Trading-Related Disclosures,” examining Final Rules adopted by the SEC on December 14, 2022, which add a number of new requirements to Rule 10b5-1, which was first adopted by the SEC in 2000 to provide an affirmative defense against charges of insider trading when transactions in a company’s stock are executed at times that an insider may be in possession of material non-public information. These new requirements significantly limit the availability of the affirmative defense provided by that rule to violations of Section 10(b) of the Securities Exchange Act of 1934, include new disclosure requirements and add other mandatory requests for information.
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