Cravath’s New York Office Moves to Two Manhattan West
On February 3, 2025, Outbrain Inc. (“Outbrain”), a technology platform, announced the closing of its acquisition of Teads, a global omnichannel platform, from Altice. The two companies will merge their offerings to create an omnichannel outcomes platform for the open internet, and will operate under the name Teads. Outbrain, Altice and Teads have amended the previously announced share purchase agreement. Under the terms of the revised agreement, Outbrain will be paying a total consideration of approximately $900 million, consisting of $625 million upfront cash and 43.75 million shares of common stock of Outbrain valued at approximately $263 million. Cravath is representing Outbrain in connection with the transaction.
The Cravath team is led by partners Nicholas A. Dorsey, Kelly M. Smercina and Joseph D. Zavaglia and includes associates Fay E. Faught, Nadia T. Odai‑Afotey, Ori Oren, Morgan S. Lucey, Rahul Jayaprabha, Philip Iacovou and Mitchell S. Siegel on bank financing matters; partner Korey Fevzi, of counsels Chantelle Dovey and Helen Walsh and associates Harry Poland and Iain Sneddon on English bank financing matters; partners George F. Schoen and Michael E. Mariani and associates Alan J. Steiner and Samuel Baucom on U.S. M&A matters; partner Arvind Ravichandran and associate Jonathan Minion on tax matters; partner Sasha Rosenthal‑Larrea and associates Matthew L. Ybarra and Vincent Joralemon on intellectual property matters; of counsel Elizabeth Albert on derivatives matters; and of counsel Lisa M. Kohl on corporate governance matters.
Deals & Cases
August 01, 2024
On August 1, 2024, Outbrain, a technology platform that drives business outcomes through engagement, announced it has entered into a definitive agreement to acquire Teads, the global omnichannel video platform, from Altice. Total estimated consideration for the Teads acquisition is approximately $1 billion, on a cash free, debt free basis, including an upfront payment of $725 million, subject to standard adjustments, and a deferred cash payment of $25 million. Outbrain intends to finance the transaction with existing cash resources and $750 million in committed debt financing, subject to customary funding conditions. Outbrain will also issue to Altice 35 million shares of common stock, valued at approximately $169 million based on a one‑month volume‑weighted average price of Outbrain’s common stock as of July 30, 2024, of $4.82, and $105 million in convertible preferred equity. Additionally, Outbrain obtained commitments for a $100 million revolving credit facility, a portion of which will be available to pay a portion of the cash consideration for the transaction and related fees and expenses, and which will otherwise be available for working capital and general corporate purposes. Cravath is representing Outbrain in connection with the financing of the transaction.
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