Cravath’s New York Office Moves to Two Manhattan West
On December 20, 2023, Aon plc (“Aon”), a leading global professional services firm, announced the signing of a definitive agreement to acquire NFP, a leading middle‑market property and casualty broker, benefits consultant, wealth manager and retirement plan advisor, from funds affiliated with NFP’s main capital sponsor, Madison Dearborn Partners, and funds affiliated with HPS Investment Partners. Under the terms of the transaction, Aon will acquire NFP for a total consideration estimated to be $13.4 billion at the time of close, which will be funded by $7 billion of cash and $6.4 billion of Aon stock. Cravath is representing Aon in connection with the transaction.
The Cravath team is led by partners Robert I. Townsend III and Jin‑Kyu Baek and includes associates Alexander E. Greenberg, Harold C. King, Alexander J. A. Burger, Steven T. Marzagalli, Nathaniel C. Pettit and Priya Patel on M&A matters; partners George E. Zobitz, Craig F. Arcella and Kelly M. Smercina, of counsel Sarah F. Rosen and associate J. Elizabeth Allan on financing matters; partners Lauren Angelilli and Arvind Ravichandran and associate Gregg M. Rader on tax matters; partner Eric W. Hilfers, of counsel Sarah W. Colangelo and associate Celine Li on executive compensation and benefits matters; partner Sasha Rosenthal-Larrea and associate Sarah R. Brathwaite on intellectual property matters; partners Christine A. Varney and Margaret T. Segall and associate Lauren N. Reisig on antitrust matters; partner Matthew Morreale, senior attorney Annmarie M. Terraciano and associate Star S. Gulant on environmental matters; of counsels Benjamin G. Joseloff and Megan Y. Lew on CFIUS matters; and senior attorney Joyce Law and practice area attorney Brian M. Budnick on real estate matters. Jonathan Nickas also worked on executive compensation and benefits matters, Matthew L. Ybarra worked on intellectual property matters and Tal Bright worked on antitrust matters.
Deals & Cases
May 28, 2024
On May 28, 2024, United States Cellular Corporation (“UScellular”) announced that it has entered into a definitive agreement to sell its wireless operations and select spectrum assets to T‑Mobile for a purchase price of $4.4 billion, including a combination of cash and up to approximately $2 billion of assumed debt. Under the terms of the agreement, T‑Mobile will acquire UScellular’s wireless operations and approximately 30% of its spectrum assets across several spectrum bands. In addition, T‑Mobile will enter into a new master license agreement with UScellular on more than 2,000 towers. The agreement follows a thorough strategic review process announced in August 2023 and has been unanimously recommended by the independent directors of UScellular and unanimously approved by the Board of Directors of UScellular. Cravath is representing the independent directors of UScellular in connection with the transaction.
Deals & Cases
February 12, 2024
On February 12, 2024, CymaBay Therapeutics (“CymaBay”) and Gilead Sciences, Inc. (“Gilead”) announced a definitive agreement under which Gilead will acquire CymaBay for $32.50 per share in cash or a total equity value of $4.3 billion. The addition of CymaBay’s investigational lead product candidate, seladelpar for the treatment of primary biliary cholangitis, complements Gilead’s existing liver portfolio and aligns with its longstanding commitment to bringing transformational medicines to patients. Cravath is representing CymaBay in connection with the transaction.
Deals & Cases
February 06, 2024
On February 6, 2024, altafiber, provider of integrated communications solutions over its fiber‑optic network to residential and business customers in Ohio, Kentucky, and Indiana, and TowerBrook Capital Partners (“TowerBrook”), the New York and London‑based international investment firm, announced that TowerBrook has agreed to acquire CBTS, a leading North American provider of IT solutions and services, from altafiber. Cravath is representing altafiber in connection with the transaction.
Deals & Cases
December 18, 2023
On December 18, 2023, ZimVie Inc. (“ZimVie”), a global life sciences leader in the dental and spine markets, announced it has entered into a definitive agreement to sell its spine business to H.I.G. Capital, a leading global alternative investment firm. Under the terms of the agreement, upon the closing of the transaction, ZimVie will receive $375 million in total consideration, comprised of $315 million in cash, subject to certain customary adjustments as set forth in the agreement, and $60 million in the form of a promissory note that will accrue interest at a rate of 10% per annum, compounded semi‑annually, payable in kind. Cravath is representing ZimVie in connection with the transaction.
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