D. Scott
Bennett

Cravath represented the underwriters in connection with the $1.8 billion registered senior notes offering of Cencora, Inc., a leading global pharmaceutical solutions organization centered on improving the lives of people and animals around the world. The transaction closed on December 9, 2024.

Cravath represented the underwriters in connection with the $1.8 billion registered senior notes offering of Phillips 66 Company, an energy manufacturing and logistics company with midstream, chemicals, refining, marketing and specialties businesses. The transaction closed on September 11, 2024.

Cravath represented the underwriters in connection with the $850 million registered senior notes offering of The Sherwin‑Williams Company, a global leader in the manufacture, development, distribution and sale of paint, coatings and related products to professional, industrial, commercial and retail customers. The transaction closed on August 9, 2024.

On July 1, 2024, Silvergate announced it has agreed to settlements with the Board of Governors of the Federal Reserve System (“Federal Reserve”), the California Department of Financial Protection and Innovation (“DFPI”) and the Securities and Exchange Commission (“SEC”). In a statement, Silvergate noted its decision to liquidate voluntarily and without government assistance in March 2023, and that, as of November 2023, all deposits had been repaid to banking customers, soon after which Silvergate ceased banking operations. The announced settlements, which facilitate the surrender of Silvergate’s bank charter, are part of the Bank’s continued orderly wind down and conclude investigations by the Federal Reserve, DFPI, and SEC. Cravath represented Silvergate in connection with the investigations, resulting settlements, and voluntary liquidation.

Cravath represented the underwriter in connection with the $391.2 million registered secondary offering of class A common stock of Hess Midstream LP, a fee‑based, growth‑oriented, limited partnership formed by Hess Midstream GP LP and Hess Infrastructure Partners GP LLC to own, operate, develop and acquire a diverse set of midstream assets and provide fee‑based services to Hess Corporation and third-party customers. The transaction closed on May 31, 2024.

On November 13, 2024, Cravath partners D. Scott Bennett and Nicholas A. Dorsey participated in a webcast entitled “Navigating the Market for Foreign Private Issuers: Unpacking Regulatory Challenges for FPIs in Today’s Economic Landscape,” which was hosted by global accounting and business advisory firm CFGI. During the webcast, Scott and Nick discussed the regulatory and economic challenges faced by foreign private issuers in today's complex financial landscape and the critical issues influencing foreign entities seeking to navigate the U.S. capital markets.

On October 28, 2024, Cravath partners D. Scott Bennett and C. Daniel Haaren participated in “Securities Offerings 2024: A Public Offering from Start to Finish,” a program presented by the Practising Law Institute in New York. The program simulated a public offering from start to finish. Dan chaired the program, and Scott and Dan delivered opening remarks and appeared on panels entitled “Introduction to the Law of Securities Offerings,” which reviewed the basic legal framework for registered public securities offerings, “Working Effectively with the SEC: Preparing Your Registration Statement,” which covered registration statement preparation and SEC review processes, “Important Financial Statements, Accounting Disclosures and Key Securities Offering Documentation,” in which panelists discussed financial disclosure and other offering documentation processes, “Underwriting and Distribution Arrangements,” which reviewed the underwriting and stock exchange listing processes and “Ethics, Due Diligence and the Offering Process,” which surveyed ethical issues that arise in the due diligence and offering processes and how to avoid them.

On October 25, 2024, Cravath published an article by partners D. Scott Bennett, Benjamin Gruenstein, David J. Kappos, Evan Norris, Ryan J. Patrone, Elad Roisman and Sasha Rosenthal‑Larrea, in collaboration with Jason Trager, Senior Director of Blockchain & Digital Assets at FTI Technology, entitled “Bringing Blockchain Due Diligence into Focus Alongside Uptick in Strategic Dealmaking.” The article discusses the renewed momentum around blockchain and digital assets, predicting an increase in deal activity including M&A transactions and joint ventures going into 2025, and explores the key elements that dealmaking teams should consider when conducting due diligence for these transactions.

On August 15, 2024, Cravath partners Gary A. Bornstein and D. Scott Bennett were named 2025 “Lawyers of the Year” for New York City in their respective practice areas by The Best Lawyers in America. Gary was recognized for Mergers and Acquisitions Litigation, and Scott was recognized for Corporate Law. The awards honor individuals with the highest overall peer feedback for a practice area and within a geographic market and whose work “continues to shape the future of the legal industry.”

On May 23, 2024, Cravath partners D. Scott Bennett and Nicholas A. Dorsey participated in “NYSE’s Roadmap to Wall Street: Considerations for a U.S. Listing,” an event co-hosted by Cravath, the New York Stock Exchange, CFGI and ICR in London. The program convened senior capital markets thought leaders to discuss U.S. listing considerations for UK and European companies, including market trends and legal considerations. Nick and Scott delivered a presentation entitled “Anatomy and Chronology of a U.S. Listing,” which reviewed a traditional IPO timeline; how to determine if an IPO company qualifies as an emerging growth company; potential exemptions for foreign private issuers; and key considerations for preparing an IPO prospectus.