Kelly M.
Smercina

Cravath represented the underwriters in connection with the $1.5 billion registered senior notes offering of Dell International L.L.C. and EMC Corporation. Dell International L.L.C. and EMC Corporation are wholly‑owned subsidiaries of Dell Technologies, a leading integrated technology solutions provider in the IT industry. The transaction closed on October 8, 2024.

Cravath represented the lead arrangers in connection with $2.05 billion of senior secured credit facilities made available to Terex Corporation in connection with its acquisition of Dover Corporation’s Environmental Solutions Group. The credit facilities consisted of a $1.25 billion term loan “B” facility and a $800 million revolving credit facility. Cravath also represented the initial purchasers in connection with a related $750 million high‑yield senior notes offering by Terex Corporation under Rule 144A and Reg S. The transactions closed on October 8, 2024.

On July 22, 2024, Terex Corporation, a global manufacturer of materials processing machinery and aerial work platforms, announced it has signed a definitive agreement to acquire Dover Corporation’s Environmental Solutions Group, in a $2.0 billion all‑cash transaction. Cravath is representing the lead arranger and bookrunner of committed debt financing in connection with the transaction.

Cravath represented the joint lead arrangers and joint bookrunners in connection with $1.3 billion of credit facilities made available to Cedar Fair, L.P., and certain of its subsidiaries, as part of the financing transactions undertaken in connection with the pending merger of Cedar Fair, L.P. and Six Flags Entertainment Corporation, two of the largest regional amusement park operators in the world. The facilities consisted of a $1.0 billion term loan facility and a $300 million revolving credit facility. The transaction closed on May 1, 2024.

Cravath represented Randolph Acquisition Corp., a wholly owned subsidiary of Aon plc, in connection with its $3.3 billion cash tender offer and consent solicitation for any and all notes of NFP Corp. This tender offer was made in connection with Randolph Acquisition Corp.’s acquisition of NFP Intermediate Holdings A Corp., a parent of NFP Corp. Aon plc is a leading global professional services firm providing a broad range of risk and human capital solutions. The offer expired on April 26, 2024.

Cravath partner Nicholas A. Dorsey served as the co‑editor of the 2024 edition of the Chambers Acquisition Finance Guide, which is part of the publisher’s Global Practice Guide series. Nick also co‑authored, along with Cravath partners Ryan J. Patrone and Kelly M. Smercina and European Counsel Margaret R. M. Rallings, the U.S. chapter of the guide.

Cravath partner Nicholas A. Dorsey served as the co‑editor of the 2023 edition of the Chambers Acquisition Finance Guide, which is part of the publisher’s Global Practice Guide series. Nick also co‑authored, along with Cravath partners Ryan J. Patrone and Kelly M. Smercina and European Counsel Margaret R. M. Rallings, the U.S. chapter of the guide.

Cravath partners Alyssa K. Caples and Kelly M. Smercina participated in the International Bar Association’s 38th International Financial Law Conference, which was held from May 10‑12, 2023 in Lisbon, Portugal. Alyssa co‑chaired a panel entitled “Cutting the Apron Strings: the Start‑up’s Journey from VC Financing to IPO,” which reviewed key exit strategy considerations for start‑ups and venture capital funds and the benefits and disadvantages of the IPO route, including enhanced liquidity for investors, access to capital, maintenance of control and employee equity incentives, but also exposure to market volatility and regulatory burdens. Kelly spoke on a panel entitled “Here, There or Everywhere: Taking the Decision on Where to List and Why?,” which examined the current listing landscape and the competitive position of stock exchanges globally, including the current trends and future outlook of the IPO and listing market.