Andrew J. Pitts

Cravath represented the underwriters in connection with the $1.5 billion registered fixed rate/floating rate senior notes offering of The PNC Financial Services Group, Inc., one of the largest diversified financial services companies in the United States. The transaction closed on October 21, 2024.

Cravath represented the underwriters in connection with the $1.8 billion registered notes offering of Sonoco Products Company, a global manufacturer of a variety of consumer, industrial, protective, and healthcare packaging products. Proceeds of the offering will be used to finance the acquisition of Eviosys. The transaction closed on September 19, 2024.

Cravath represented the underwriters in connection with the $1.65 billion senior notes offering and concurrent $500 million junior subordinated notes offering of Aptiv PLC, a leading global technology and mobility architecture company primarily serving the automotive sector. The transactions closed on September 13, 2024.

On September 26, 2024, Citigroup Inc. (“Citi”) and Apollo announced they have entered into an exclusive agreement for a subsidiary of Citi and certain affiliates of Apollo to form a landmark $25 billion private credit, direct lending program initially in North America, with the potential to expand to additional geographies. The program will include participation from Mubadala Investment Company as Apollo’s strategic partner as well as Apollo’s subsidiary, Athene, both of which will have the opportunity to join commitments appropriate for their respective mandates. The firms anticipate the program will finance approximately $25 billion of debt opportunities over the next several years, encompassing both corporate and financial sponsor transactions, and maintain the flexibility to significantly expand the size of the program beyond the initial $25 billion. Cravath is representing Citi in connection with the agreement.

Cravath represented the administrative agent, joint lead arrangers and joint bookrunners in connection with $3.1 billion of credit facilities made available to Aptiv PLC and certain of its subsidiaries. Aptiv PLC is a leading global technology and mobility architecture company primarily serving the automotive sector. The facilities consisted of a $2.5 billion bridge credit facility, used to partially finance the accelerated share repurchase of up to $3.0 billion of Aptiv PLC’s ordinary shares, and a $600 million term loan facility. The transactions closed on August 1, 2024, and August 19, 2024.

On January 24, 2024, Cravath was featured by Law360 as a “Capital Markets Practice Group of the Year.” The profile highlighted the Capital Markets Practice’s representation of clients, including AngloGold Ashanti in its corporate restructuring and change to its domicile and primary listing location, the underwriters of L3Harris Technologies, Inc.’s $3.25 billion registered notes offering and the underwriter and the dealers of AmerisourceBergen’s $1.6 billion registered secondary common stock offering.

On May 18, 2023, Cravath prepared a memo for its clients entitled “SEC Amends Rules Requiring Disclosures of Issuer Share Repurchase and Rule 10b5‑1 Plans.” The memo examines the U.S. Securities and Exchange Commission’s recently adopted final rules on a number of disclosure requirements related to issuer share repurchases. The memo outlines key features of the new rules, the new tabular disclosures, the new narrative disclosures about issuer 10b5‑1 plans and issuer repurchases, and recommendations for companies. Cravath also published a tailored version of the memo for Foreign Private Issuers.

On December 20, 2022, Cravath distributed a memo for its clients and other stakeholders entitled “SEC Adopts Amendments to Rule 10b5-1 and Adds Insider Trading-Related Disclosures,” examining Final Rules adopted by the SEC on December 14, 2022, which add a number of new requirements to Rule 10b5-1, which was first adopted by the SEC in 2000 to provide an affirmative defense against charges of insider trading when transactions in a company’s stock are executed at times that an insider may be in possession of material non-public information. These new requirements significantly limit the availability of the affirmative defense provided by that rule to violations of Section 10(b) of the Securities Exchange Act of 1934, include new disclosure requirements and add other mandatory requests for information.