Cravath’s New York Office Moves to Two Manhattan West
Andrew M. Wark focuses his practice on public and private mergers and acquisitions, shareholder activism defense and general corporate matters. Mr. Wark’s clients have included AXA, Barrick Gold, Benchmark Electronics, Convey Health Solutions, Corteva, Cox Enterprises, Crown Castle, Eurazeo, Fortress Transportation & Infrastructure Investors, FS Investments, GuideWell, IBM, Just Eat Takeaway.com, Olin, Peabody Energy, RELX Group, Sensata Technologies, Viatris and ViewRay.
Mr. Wark’s notable M&A transactions include representing:
Viatris in its divestitures totaling $3.6 billion in value, including the divestitures of its Over‑the‑Counter, Women’s Healthcare and Active Pharmaceutical Ingredients businesses;
Viatris in its $750 million acquisitions of Oyster Point and Famy Life Sciences;
Mr. Wark has also represented numerous companies and boards of directors regarding shareholder activism, including representing Benchmark Electronics in its cooperation agreement with Engaged Capital, Corteva in its agreement with Starboard, Sensata Technologies in its cooperation agreement with Elliott Management and ViewRay in its cooperation agreement with Hudson Executive Capital.
Mr. Wark was named an M&A “Rising Star” by The Deal in 2021 and has been recognized by Lawdragon as among the “500 Leading Dealmakers in America” and the “500 X – The Next Generation.” He also co‑authored the United States chapter of “Getting the Deal Through: Distressed M&A.”
Mr. Wark was born in Portland, Oregon. He received a B.S. from Duke University in 2010 and a J.D. from Columbia Law School in 2013, where he was a Harlan Fiske Stone Scholar and a Staff Editor of the Law Review.
Mr. Wark joined Cravath in 2013 and was elected a partner in 2020.
Mr. Wark’s notable M&A transactions include representing:
Viatris in its divestitures totaling $3.6 billion in value, including the divestitures of its Over‑the‑Counter, Women’s Healthcare and Active Pharmaceutical Ingredients businesses;
Viatris in its $750 million acquisitions of Oyster Point and Famy Life Sciences;
Mr. Wark has also represented numerous companies and boards of directors regarding shareholder activism, including representing Benchmark Electronics in its cooperation agreement with Engaged Capital, Corteva in its agreement with Starboard, Sensata Technologies in its cooperation agreement with Elliott Management and ViewRay in its cooperation agreement with Hudson Executive Capital.
Mr. Wark was named an M&A “Rising Star” by The Deal in 2021 and has been recognized by Lawdragon as among the “500 Leading Dealmakers in America” and the “500 X – The Next Generation.” He also co‑authored the United States chapter of “Getting the Deal Through: Distressed M&A.”
Mr. Wark was born in Portland, Oregon. He received a B.S. from Duke University in 2010 and a J.D. from Columbia Law School in 2013, where he was a Harlan Fiske Stone Scholar and a Staff Editor of the Law Review.
Mr. Wark joined Cravath in 2013 and was elected a partner in 2020.
The Dealmaker Quarterly
Lawdragon
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
April 30, 2024
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.
Deals & Cases
October 02, 2023
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.
Deals & Cases
May 15, 2023
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.
Deals & Cases
February 02, 2023
On February 2, 2023, FS Investments, a pioneer in the democratization of alternative investments with more than $35 billion in assets under management, and Portfolio Advisors, a global middle‑market private asset specialist with more than $38 billion in assets under management, announced they have entered into a definitive agreement to combine their firms. The combined company will be poised for growth with over $73 billion in assets under management, including a significant permanent capital base, and a robust distribution platform. Cravath is representing FS Investments in connection with the transaction.
Activities
June 12, 2024
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.
Publications
October 24, 2023
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.
Publications
March 17, 2023
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.
Publications
December 01, 2022
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.
Andrew M. Wark focuses his practice on public and private mergers and acquisitions, shareholder activism defense and general corporate matters. Mr. Wark’s clients have included AXA, Barrick Gold, Benchmark Electronics, Convey Health Solutions, Corteva, Cox Enterprises, Crown Castle, Eurazeo, Fortress Transportation & Infrastructure Investors, FS Investments, GuideWell, IBM, Just Eat Takeaway.com, Olin, Peabody Energy, RELX Group, Sensata Technologies, Viatris and ViewRay.
Mr. Wark’s notable M&A transactions include representing:
Viatris in its divestitures totaling $3.6 billion in value, including the divestitures of its Over‑the‑Counter, Women’s Healthcare and Active Pharmaceutical Ingredients businesses;
Viatris in its $750 million acquisitions of Oyster Point and Famy Life Sciences;
Mr. Wark has also represented numerous companies and boards of directors regarding shareholder activism, including representing Benchmark Electronics in its cooperation agreement with Engaged Capital, Corteva in its agreement with Starboard, Sensata Technologies in its cooperation agreement with Elliott Management and ViewRay in its cooperation agreement with Hudson Executive Capital.
Mr. Wark was named an M&A “Rising Star” by The Deal in 2021 and has been recognized by Lawdragon as among the “500 Leading Dealmakers in America” and the “500 X – The Next Generation.” He also co‑authored the United States chapter of “Getting the Deal Through: Distressed M&A.”
Mr. Wark was born in Portland, Oregon. He received a B.S. from Duke University in 2010 and a J.D. from Columbia Law School in 2013, where he was a Harlan Fiske Stone Scholar and a Staff Editor of the Law Review.
Mr. Wark joined Cravath in 2013 and was elected a partner in 2020.
Mr. Wark’s notable M&A transactions include representing:
Viatris in its divestitures totaling $3.6 billion in value, including the divestitures of its Over‑the‑Counter, Women’s Healthcare and Active Pharmaceutical Ingredients businesses;
Viatris in its $750 million acquisitions of Oyster Point and Famy Life Sciences;
Mr. Wark has also represented numerous companies and boards of directors regarding shareholder activism, including representing Benchmark Electronics in its cooperation agreement with Engaged Capital, Corteva in its agreement with Starboard, Sensata Technologies in its cooperation agreement with Elliott Management and ViewRay in its cooperation agreement with Hudson Executive Capital.
Mr. Wark was named an M&A “Rising Star” by The Deal in 2021 and has been recognized by Lawdragon as among the “500 Leading Dealmakers in America” and the “500 X – The Next Generation.” He also co‑authored the United States chapter of “Getting the Deal Through: Distressed M&A.”
Mr. Wark was born in Portland, Oregon. He received a B.S. from Duke University in 2010 and a J.D. from Columbia Law School in 2013, where he was a Harlan Fiske Stone Scholar and a Staff Editor of the Law Review.
Mr. Wark joined Cravath in 2013 and was elected a partner in 2020.
The Dealmaker Quarterly
Lawdragon
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
April 30, 2024
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.
Deals & Cases
October 02, 2023
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.
Deals & Cases
May 15, 2023
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.
Deals & Cases
February 02, 2023
On February 2, 2023, FS Investments, a pioneer in the democratization of alternative investments with more than $35 billion in assets under management, and Portfolio Advisors, a global middle‑market private asset specialist with more than $38 billion in assets under management, announced they have entered into a definitive agreement to combine their firms. The combined company will be poised for growth with over $73 billion in assets under management, including a significant permanent capital base, and a robust distribution platform. Cravath is representing FS Investments in connection with the transaction.
Activities
June 12, 2024
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.
Publications
October 24, 2023
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.
Publications
March 17, 2023
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.
Publications
December 01, 2022
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.
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