Lisa M.
Kohl

On February 3, 2025, Outbrain Inc. (“Outbrain”), a technology platform, announced the closing of its acquisition of Teads, a global omnichannel platform, from Altice. The two companies will merge their offerings to create an omnichannel outcomes platform for the open internet, and will operate under the name Teads. Outbrain, Altice and Teads have amended the previously announced share purchase agreement. Under the terms of the revised agreement, Outbrain will be paying a total consideration of approximately $900 million, consisting of $625 million upfront cash and 43.75 million shares of common stock of Outbrain valued at approximately $263 million. Cravath is representing Outbrain in connection with the transaction.

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 August 8, 2023, ADT Inc. (“ADT”), a trusted brand in smart home and small business security, announced that it has entered into a definitive agreement to sell its commercial security, fire and life safety business unit to GTCR, a leading private equity firm, for a purchase price of $1.6 billion, subject to customary purchase price adjustments. Cravath is representing ADT in connection with the transaction.

On August 3, 2023, Hasbro, Inc., a leading toy and game company, announced that it has reached a definitive agreement to sell its eOne film and TV business to Lionsgate for approximately $500 million, consisting of $375 million in cash, subject to certain purchase price adjustments, and the assumption by Lionsgate of production financing loans. Cravath is representing Hasbro in connection with the transaction.

On January 22, 2025, Cravath partners John W. White, Kimberley S. Drexler and Michael L. Arnold and of counsel Lisa M. Kohl participated in the January meeting of the Fall and Winter Event Series of the New York Chapter of the Society for Corporate Governance, which was held at Cravath’s offices in New York. John, Michael, Kimberley and Lisa spoke on a panel entitled “Developments in Public Company Disclosure and Reporting,” which reviewed key and challenging disclosure points for the upcoming 10‑K and proxy season, including risk factors, executive security, cybersecurity policies and incidents and artificial intelligence.

From December 5-6, 2024, Cravath partner Michael L. Arnold, who serves as chair of the American Bar Association’s Federal Regulation of Securities Committee, participated in its annual Winter Meeting, which was held in Washington, D.C. Michael moderated separate discussions with SEC Chair Gary Gensler and Commissioner Mark Uyeda, as well as a session entitled “Dialogue with the Director” with Erik Gerding, Director of the SEC’s Division of Corporation Finance. Cravath of counsel Lisa M. Kohl also participated in the event, moderating a panel which reviewed developments at the Public Company Accounting Oversight Board (“PCAOB”).

On December 7, 2023, Cravath of counsel Lisa M. Kohl participated in the American Bar Association’s 2023 Federal Regulation of Securities Winter Meeting in Washington, D.C. Lisa moderated a panel entitled “NOCLAR: What to Make of the PCAOB’s Proposal and What to Do Now,” which reviewed the Public Company Accounting Oversight Board’s proposed amendments to its auditing standards related to an auditor’s consideration of a company’s noncompliance with laws and regulations, including the history leading up to the latest proposed amendments and items for companies and their counsels to consider.

On July 26, 2023, Columbia Law School’s Blue Sky Blog published an article written by Cravath partners Elad L. Roisman, Michael L. Arnold and Kimberley S. Drexler and of counsel Lisa M. Kohl entitled “Cravath Discusses PCAOB’s Proposed Amendments to Auditing Standards.” It examines amendments recently proposed by the U.S. Public Company Accounting Oversight Board (“PCAOB”) to its auditing standards that would increase auditor obligations in identifying, evaluating and communicating with respect to noncompliance with laws and regulations, or “NOCLAR.” The article describes the background of the proposal, the impact that the proposed amendments could have on public company audits if adopted and how companies can prepare themselves now for these developments. The article was originally prepared by Cravath as a memo for clients in July 2023.

On July 20, 2023, Cravath published a memo for its clients entitled “PCAOB Proposes Significant Amendments to Auditing Standards To Strengthen Auditor Requirements Related to Noncompliance with Laws and Regulations.” Cravath’s memo examines amendments recently proposed by the U.S. Public Company Accounting Oversight Board (“PCAOB”) to its auditing standards that would increase auditor obligations in identifying, evaluating and communicating with respect to noncompliance with laws and regulations or “NOCLAR.” The memo describes the background of the proposal, the impact that the proposed amendments could have on public company audits if adopted and how companies can prepare themselves now for these developments.