Cravath’s New York Office Moves to Two Manhattan West
January 29, 2024
On January 29, 2024, Montana Technologies LLC (“Montana Technologies”) announced an agreement to form a joint venture with GE Vernova, a global leader in electrification, decarbonization, and energy solutions, to incorporate GE Vernova’s proprietary sorbent materials into systems that utilize Montana Technologies’ patented AirJoule® dehumidification, air conditioning, and atmospheric water harvesting technology. The joint venture will exclusively manufacture and supply products incorporating the combined technologies to leading original equipment manufacturers and customers in the Americas, Africa, and Australia. Cravath is representing Montana Technologies in connection with the transaction.
On January 8, 2024, Montana Technologies separately announced entry into a binding term sheet related to a commercial collaboration with Carrier Global Corporation (“Carrier Global”), a global leader in intelligent climate and energy solutions. In connection with the commercial collaboration, Montana Technologies has, subject to the satisfaction of certain milestones, granted Carrier Global the exclusive right to commercialize its AirJoule® technology into HVAC equipment in the Americas for a period of three years. Cravath is representing Montana Technologies in connection with the transaction.
The Cravath team representing Montana Technologies is led by partners David J. Kappos and Jin‑Kyu Baek and includes associates Harold C. King, Joanna N. Melnick and Nathaniel C. Pettit on corporate matters; of counsels Christopher P. Davis and Kathryn‑Ann Stamm and associate Joanne Dynak on intellectual property matters; partner Lauren Angelilli, of counsel Kiran Sheffrin and associate Clayton Hackney on tax matters; partner Amanda Hines Gold and associate Bianca Hsing on executive compensation and benefits matters; and partner Noah Joshua Phillips and of counsels Benjamin G. Joseloff and Nicole M. Peles on regulatory matters.
Deals & Cases
January 25, 2024
On January 18, 2024, IBM announced it has signed a definitive agreement to acquire application modernization capabilities from Advanced, bringing a combination of talent, tools and knowledge to enhance IBM Consulting’s mainframe application and data modernization services. Cravath is representing IBM in connection with the transaction.
Deals & Cases
January 24, 2024
On January 22, 2024, Forward Air Corporation (“Forward”) announced an agreement with Omni Logistics, LLC (“Omni”), a private company that is majority owned by Ridgemont Equity Partners and EVE Partners, LLC, to amend the terms of the existing merger agreement relating to their previously announced acquisition. This agreement ends the litigation between the parties, which will now be dismissed. Under the terms of the amended merger agreement, Omni shareholders will receive $20 million in cash, instead of the $150 million initially agreed, and 35% of Forward’s pro forma common equity (on a fully‑diluted, as‑converted basis), as compared to the 37.7% of Forward’s pro forma common equity (on a fully‑diluted, as‑converted basis) contemplated by the original agreement. Cravath is representing Forward in connection with the transaction and related litigation.
Deals & Cases
December 20, 2023
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.
Deals & Cases
December 18, 2023
On December 18, 2023, IBM announced that it has entered into a definitive agreement with Software AG, a company majority owned by Silver Lake, to purchase StreamSets and webMethods, Software AG's Super iPaaS (integration platform‑as‑a‑service) enterprise technology platforms, for €2.13 billion in cash. StreamSets will add data ingestion capabilities to watsonx, IBM's AI and data platform, while webMethods will give clients and partners additional integration and API management tools for their hybrid multi‑cloud environments. Cravath is representing IBM in connection with the transaction.
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