Benjamin G.
Joseloff

On October 4, 2024, Vista Outdoor Inc. (“Vista Outdoor”), the parent company of more than three dozen renowned brands that design, manufacture and market sporting and outdoor products, announced it has entered into a definitive agreement with funds managed by Strategic Value Partners, LLC, and its affiliates (“SVP”), a global alternative investment firm with approximately $19 billion of assets under management, to sell Revelyst in an all‑cash transaction based on an enterprise value of $1.125 billion. In connection with the SVP Transaction, Vista Outdoor also entered into an amendment to the merger agreement with Czechoslovak Group a.s. (“CSG”) to acquire The Kinetic Group, increasing the purchase price for The Kinetic Group to $2.225 billion. Together, the CSG Transaction and the SVP Transaction represent an enterprise value of $3.35 billion for Vista Outdoor and will deliver an estimated $45 per share in cash to Vista Outdoor stockholders. Cravath is representing Vista Outdoor in connection with the transaction.

On September 5, 2024, Verizon Communications Inc. and Frontier Communications Parent, Inc. (“Frontier”), the largest pure‑play fiber provider in the U.S., announced they have entered into a definitive agreement for Verizon to acquire Frontier in an all‑cash transaction valued at $20 billion. Cravath is representing Frontier in connection with the transaction.

On July 7, 2024, Paramount Global (“Paramount”), a leading global media, streaming and entertainment company, and Skydance Media (“Skydance”), a diversified media company founded to create high-quality, event-level entertainment for global audiences, announced that they have entered into a definitive agreement to form “New Paramount,” a next-generation media and technology leader, through a two-step transaction including the acquisition of National Amusements, Inc. (“NAI”), which holds the controlling share stake in Paramount, and subsequently a merger of Skydance and Paramount. Under the terms of the agreement, which has been approved by the Paramount Board of Directors, acting on the unanimous recommendation of the Special Committee of independent directors, and by NAI, Skydance will merge with Paramount in a transaction valuing New Paramount at an enterprise value of approximately $28 billion. Existing Skydance investors will receive 317 million newly issued Class B shares in New Paramount valuing Skydance at $4.75 billion based on $15 per Paramount Class B share. The Skydance Investor Group will invest up to $6 billion in offers to Class A and Class B stockholders, and use the additional capital to paydown debt and re-capitalize the balance sheet of New Paramount. NAI and its owners have entered into a definitive agreement to sell NAI to Skydance IG for $2.4 billion on a cash-free, debt-free basis. Cravath is representing the Paramount Special Committee in connection with the agreement.

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.

On April 2, 2024, Endeavor Group Holdings, Inc. (“Endeavor”), a global sports and entertainment company, announced that it has entered into a definitive agreement to be acquired by Silver Lake, the global leader in technology investing, in partnership with the Endeavor management team and additional anchor investors. Cravath is representing the independent Special Committee of Endeavor’s board of directors in connection with the transaction.

On November 14, 2024, Cravath partner Benjamin G. Joseloff participated in the American Conference Institute’s 6th Annual China Trade Controls Conference, which was held from November 13‑14 in Arlington, Virginia. Ben spoke on a panel entitled “Beyond TikTok: The Establishment of the Committee for the Review of Foreign Adversary Controlled Applications,” which reviewed the status of the Committee, how it fits in among the U.S. government’s other tools for combatting commercial hybrid threats and its potential impact across the digital landscape.

Cravath has elected the following new partner, who will become a member of the Firm on July 1, 2024:  

On May 17, 2024, Cravath of counsel Benjamin G. Joseloff participated in the International Bar Association’s 39th annual International Financial Law Conference, which was held from May 15‑17, 2024, in Dublin, Ireland. Ben spoke on a panel entitled “Proliferation of FDI Rules All Around the World,” which reviewed how the expansion of Foreign Direct Investment and national security screening regimes—with more mandatory filings, lower thresholds and harsher potential penalties—is impacting companies and dealmakers, as well as how deal terms are evolving in response to the changing regulatory environment.

On April 24, 2024, Cravath of counsel Benjamin G. Joseloff spoke at Stanford Law School in Palo Alto, California. Ben provided an invited guest lecture in the law school’s International Economic Law, Business & Policy Colloquium, in which advanced degree students explore selected issues, case studies and policy debates in international economic law and business, global political economy and international economic dispute resolution. Ben’s lecture, entitled “Understanding CFIUS,” explored current legal and policy issues relating to the Committee on Foreign Investment in the United States (CFIUS) and other tools of U.S. economic statecraft.

On April 11, 2024, Cravath of counsel Benjamin G. Joseloff participated in the 10th National Conference on CFIUS, which was hosted by the American Conference Institute from April 10-12, 2024 in Arlington, VA. Ben spoke on a panel entitled “Introduction to CFIUS: Your A-to-Z Guide to Filing Requirements, Timelines, Mitigation, Enforcement, Penalties and Beyond,” which reviewed the basic regulatory standard necessary for a Committee for Foreign Investment in the United States (“CFIUS”) filing, the national security reasons for CFIUS filings, the scrutiny given to filings and the processing timelines.