Arrangement of Financing for the $2 Billion Acquisition of Dover Corporation’s Environmental Solutions Group by Terex

On July 9, 2024, Altus Group Limited (“Altus Group”), a leading provider of asset and fund intelligence for commercial real estate, announced that it has signed a definitive agreement to sell its global Property Tax business to Ryan, LLC (“Ryan”), a leading global tax services and software provider, for total cash consideration of C$700 million. In addition to the definitive agreement, Ryan has also committed to enter a C$15 million Altus Market Insights subscription agreement at the close of the transaction, with an initial three‑year term of C$5 million per year. Cravath is representing Altus Group as U.S. counsel in connection with the transaction.

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.

Cravath represented the term loan facility administrative agent and revolving credit facility administrative agent in connection with $2.43 billion of upsized credit facilities made available to Pactiv Evergreen Inc. and certain of its subsidiaries. Pactiv Evergreen Inc. is a leading manufacturer and distributor of fresh foodservice and food merchandising products and fresh beverage cartons in North America. The facilities consisted of an upsized $1.1 billion revolving credit facility and an upsized $1.33 billion term loan facility. The transactions closed on May 1, 2024, and May 28, 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.