Cravath’s New York Office Moves to Two Manhattan West
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.
The Cravath team is led by partner Robert I. Townsend III and includes associates Patrick S. Taylor, Olivia Ya Huang, Temiloluwa A. Dele-Dare, Patricia L. Menges, Morgan S. Lucey and Nigle B. Barrow III on M&A matters; partner Christopher J. Kelly on financing matters; partner J. Leonard Teti II and associates Joana W. Li and Tristan Baylor on tax matters; partner Jonathan J. Katz and associates Jana I. Hymowitz and Anna Mikaelyan on executive compensation and benefits matters; partner David J. Kappos and associates Kathryn-Ann Stamm, Carys J. Webb and Sarah R. Brathwaite on intellectual property matters; partner Matthew Morreale and associate Star S. Gulant on environmental matters; partner Margaret T. Segall, of counsel Jesse M. Weiss and foreign associate attorney Jokin Beltran de Lubiano on antitrust matters; partners Michael L. Arnold and Kimberley S. Drexler on corporate governance matters; of counsel Benjamin G. Joseloff on CFIUS matters; and senior attorney Joyce Law and practice area attorney Lauren Piechocki on real estate matters. Megan Samayoa also worked on tax matters and Matthew L. Ybarra worked on intellectual property matters.
Deals & Cases
November 13, 2024
On November 13, 2024, Just Eat Takeaway.com N.V. (“Just Eat Takeaway.com”), one of the world’s leading global online food delivery companies, announced that it has entered into a definitive agreement to sell Grubhub Inc. (“Grubhub”) to Wonder Group, Inc. (“Wonder”) for an enterprise value of $650 million. Grubhub will be transferred with its $500 million of senior notes. Cravath is representing Just Eat Takeaway.com in connection with the transaction.
Deals & Cases
October 25, 2024
On October 25, 2024, Legal & General (“L&G”), one of the U.K.’s leading financial services groups and a major global investor, announced its strategic investment in Taurus Investment Holdings, LLC (“Taurus”), a Boston‑based, global real estate private equity firm, alongside an initial commitment of up to $200 million in seed capital to multifamily real estate. Cravath is representing L&G in connection with the transaction.
Deals & Cases
July 16, 2024
On July 16, 2024, Atalaya Capital Management LP (“Atalaya Capital Management”), a privately‑held alternative credit manager, and Blue Owl Capital Inc. (“Blue Owl Capital”), an alternative asset manager, announced that they have entered into a definitive agreement for Blue Owl Capital to acquire the business of Atalaya Capital Management for $450 million. The closing purchase price of $450 million is comprised of $350 million of Blue Owl equity and $100 million of cash. In addition, there is potential for up to $350 million of earnout consideration in the form of equity, subject to certain adjustments and achievement of future revenue targets. Cravath is representing Atalaya Capital Management in connection with the transaction.
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.
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