Andrew M.
Wark

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.

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.

On April 29, 2024, Sensata Technologies Holding plc (“Sensata Technologies”), a global industrial technology company, announced that it has entered into a Cooperation Agreement with Elliott Investment Management L.P. (“Elliott”). The Cooperation Agreement contains customary standstill, voting and other provisions. Cravath is representing Sensata Technologies in connection with the agreement.

On October 1, 2023, Viatris Inc. (“Viatris”), a global healthcare company, announced it has received an offer for the divestiture of substantially all of its Over-the-Counter (“OTC”) business, and has entered into definitive agreements to divest its Women’s Healthcare business, its Active Pharmaceutical Ingredient (“API”) business in India and commercialization rights in certain non-core markets that were acquired as part of the combination with Upjohn. The total transactions value, including Viatris’s 2022 divestiture of its biosimilars business, represents up to $6.94 billion of total gross proceeds. The estimated transaction value for the divestitures announced today is $3.6 billion, including gross consideration of up to approximately $2.17 billion for the divestiture of substantially all of its OTC business, and up to approximately $1.2 billion combined for the divestitures of its API and Women’s Healthcare businesses. Cravath is representing Viatris in connection with the transactions.

On May 15, 2023, Newcrest Mining Limited (“Newcrest”) announced it has entered into a binding scheme implementation deed with Newmont Corporation (“Newmont”), in relation to a proposal for Newmont to acquire 100% of the issued shares in Newcrest by way of a scheme of arrangement. Under the terms of the agreement, Newcrest shareholders will be entitled to receive 0.400 Newmont shares for each Newcrest share held (“Scheme Consideration”). In addition, Newcrest will be permitted to pay a franked special dividend of up to $1.10 per share on or around the implementation of the scheme of arrangement. The Scheme Consideration which would be received by Newcrest shareholders under the proposed transaction, when aggregated with the franked special dividend, represents an implied equity value of A$26.2 billion and enterprise value for Newcrest of A$28.8 billion. Cravath is representing Newcrest as U.S. counsel in connection with the transaction.

Cravath partners Helam Gebremariam, Evan Norris and Andrew M. Wark were featured in the 2024 edition of “Practice Perspectives: Vault’s Guide to Legal Practice Areas,” which highlights the experiences of practicing lawyers in more than 20 different areas of the law and is published annually.

On October 20, 2023, Cravath prepared a memo for its clients entitled “SEC Adopts Rule Amendments To Modernize Beneficial Ownership Reporting.” The memo examines the U.S. Securities and Exchange Commission’s recently adopted final rule amendments to modernize beneficial ownership reporting under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934. The memo outlines the final rule amendments’ changes and guidance related to deadlines and cut‑off times for Schedule 13D and Schedule 13G filings, structured data language, the application of Regulation 13D-G to certain derivative securities and the definition of “group” in existing statutory language.

Cravath partners Andrew M. Wark and Margaret T. Segall authored a chapter for the International Comparative Legal Guide’s “Mergers & Acquisitions 2023,” which provides cross border insights into mergers and acquisitions and was published by Global Legal Group on March 16, 2023. The chapter, entitled “Key Drivers and Trends: Deal‑Making in an Era of Heightened Antitrust Enforcement,” examines how companies considering M&A transactions in the United States have faced an evolving antitrust landscape, including changed enforcement practices and merger review procedures.

Cravath partners George E. Zobitz, Paul H. Zumbro and Andrew M. Wark co‑authored the United States chapter of Lexology Getting The Deal Through’s “Distressed M&A 2023,” which was published in November 2022. The chapter surveys the current market climate and legal framework for distressed M&A and provides a comprehensive overview of these transactions. The authors address relevant considerations involving transaction structures and sale process, due diligence, valuation and financing, documentation, regulatory and judicial approvals, and dispute resolution.