On September 6, 2022, ADT Inc. (“ADT”) and State Farm announced that State Farm has agreed to make a $1.2 billion equity investment in ADT to acquire 133.3 million shares of ADT’s common stock at $9 a share. In connection with State Farm’s equity investment, ADT will be commencing a self‑tender offer for up to 133.3 million shares of its outstanding common stock and Class B common stock at $9 per share, to be funded by the proceeds from the State Farm equity investment. After the equity investment and tender offer close, State Farm will own approximately 15% of ADT. Additionally, State Farm will commit $300 million to an opportunity fund to support product and technology innovation, customer growth and marketing, and Google has separately agreed to commit an incremental $150 million, raising its total success fund commitment to $300 million. Cravath is representing ADT in connection with the transactions.
The Cravath team is led by partner Robert I. Townsend III and includes associates Jin‑Kyu Baek, Edward O. Minturn and Temiloluwa A. Dele‑Dare on M&A matters; partners Andrew J. Pitts and C. Daniel Haaren and associates Ellen H. Park, Alejandro J. Garcia and Evan S. Gabor on capital markets matters; partner Ronald E. Creamer Jr. on tax matters; partners Eric W. Hilfers and Matthew J. Bobby and associates Christopher C. Gonnella and Anna Mikaelyan on executive compensation and benefits matters; partner Margaret T. Segall, of counsel Jesse M. Weiss, practice area attorney Nicole M. Peles and foreign associate attorney Stijn de Jong on regulatory matters; partner Sasha Rosenthal‑Larrea and associate Kathryn‑Ann Stamm on intellectual property matters; of counsel Kimberley S. Drexler and associate Zekariah P. McNeal on corporate governance matters; senior attorney Joyce Law and practice area attorney Brian M. Budnick on real estate matters; and senior attorney Annmarie M. Terraciano on environmental matters. Benjamin B. Arcano also worked on M&A matters and Jamie H. Lee also worked on tax matters.
Deals & Cases
March 18, 2025
On March 18, 2025, Wiz, Inc. (“Wiz”), a leading cloud security platform headquartered in New York, and Google LLC (“Google”) announced they have signed a definitive agreement for Google to acquire Wiz for $32 billion, subject to closing adjustments, in an all‑cash transaction. Once closed, Wiz will join Google Cloud. Cravath is representing Wiz as regulatory counsel in connection with the transaction.
Deals & Cases
March 17, 2025
On March 17, 2025, PepsiCo, Inc. (“PepsiCo”) announced that it has entered into a definitive agreement to acquire poppi, a prebiotic soda brand, for $1.95 billion, including $300 million of anticipated cash tax benefits for a net purchase price of $1.65 billion. The transaction also includes an additional potential earnout consideration subject to the achievement of certain performance milestones within a specified period after closing of the transaction. Cravath is representing PepsiCo in connection with the transaction.
Deals & Cases
February 24, 2025
On February 24, 2025, Bridge Investment Group Holdings Inc. (“Bridge”), a leading alternative investment manager diversified across specialized asset classes, and Apollo Global Management, Inc. (“Apollo”) announced they have entered into a definitive agreement for Apollo to acquire Bridge in an all‑stock transaction with an equity value of approximately $1.5 billion. Under the terms of the transaction, Bridge stockholders and Bridge OpCo unitholders will receive 0.07081 shares of Apollo stock for each share of Bridge Class A common stock and each Bridge OpCo Class A common unit, respectively, valued by the parties at $11.50 per each share of Bridge Class A common stock and Bridge OpCo Class A common unit, respectively. Cravath is representing the special committee of the Bridge Board of Directors in connection with the transaction.
Deals & Cases
February 10, 2025
On February 10, 2025, FactSet, a global financial digital platform and enterprise solutions provider, announced the acquisition of LiquidityBook, a leading provider of cloud‑native buy- and sell‑side trading solutions, for a gross purchase price of $246.5 million in cash. Cravath is representing FactSet in connection with the transaction.
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