Michael L.
Arnold

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 December 18, 2023, ZimVie Inc. (“ZimVie”), a global life sciences leader in the dental and spine markets, announced it has entered into a definitive agreement to sell its spine business to H.I.G. Capital, a leading global alternative investment firm. Under the terms of the agreement, upon the closing of the transaction, ZimVie will receive $375 million in total consideration, comprised of $315 million in cash, subject to certain customary adjustments as set forth in the agreement, and $60 million in the form of a promissory note that will accrue interest at a rate of 10% per annum, compounded semi‑annually, payable in kind. Cravath is representing ZimVie in connection with the transaction.

On November 20, 2023, Amentum, a portfolio company of Lindsay Goldberg and American Securities, announced a definitive agreement to merge with Jacobs’ Critical Mission Solutions and Cyber and Intelligence businesses, creating a new leader in systems integration and technology solutions. The transaction, which is structured as an all‑stock, Reverse Morris Trust transaction, will result in a publicly traded combined organization with $13 billion in revenue and more than 53,000 employees in 83 countries. Cravath is representing Amentum in connection with the transaction.

On October 16, 2023, Vista Outdoor Inc. (“Vista Outdoor”), the parent company of 41 renowned brands that design, manufacture and market sporting and outdoor products to consumers around the globe, announced a definitive agreement to sell its Sporting Products business to Czechoslovak Group a.s. (“CSG”), a leading industrial technology holding company, for an enterprise value of $1.91 billion in an all-cash transaction. This transaction represents the next step in Vista Outdoor’s plan to split the company into separate entities. Cravath is representing Vista Outdoor in connection with the transaction.

Cravath represented Robinhood Markets, Inc. (“Robinhood”) in its Share Purchase Agreement (the “Share Purchase Agreement”) with the United States Marshals Service (the “USMS”), acting for and on behalf of the United States, pursuant to which Robinhood agreed to purchase 55,273,469 shares of the company’s Class A common stock (the “Shares”) from the USMS for an aggregate purchase price of $605,694,411.59, or approximately $10.96 per share. The transaction closed on August 31, 2023.

In September 2024, the Transatlantic Law Journal, which is published by the German-American Lawyers’ Association (DAJV), published an article written by Cravath partners John W. White, Matthew Morreale, Elad Roisman, Michael L. Arnold and Kimberley S. Drexler entitled “The SEC’s Landmark Climate Disclosure Rules: Considerations for Non-U.S. Public Companies.” The article examines the U.S. Securities and Exchange Commission’s adopted final rules requiring climate related disclosures for public companies, outlining key takeaways of the final rules and applicability to foreign private issuers and certain other issuers. The article was based on a memo prepared by Cravath for clients in March 2024.

On October 18, 2024, Cravath partner Michael L. Arnold participated in the BAI ESG Executive Roundtable, which was hosted virtually by BAI, a nonprofit organization that provides thought leadership and training for financial services leaders. During the roundtable, entitled “The Growing Challenges and Complexity of ESG State Laws and Regulations,” Michael reviewed key macro trends in the evolving state law environment on ESG‑related matters and surveyed best practices for financial institutions and other companies in responding to ESG and anti‑ESG state law developments.

On October 18, 2024, Cravath partners Elad Roisman and Michael L. Arnold spoke at the 2024 Audit Committee Leadership Network Meeting, which was hosted by Tapestry Networks and examined issues relevant to the chairing of audit committees of large, global public companies, including oversight of risk and establishment of confidence and trust in capital markets. Elad and Michael’s session reviewed recent and upcoming court decisions relevant for rulemaking and the future of regulation and the administrative state. 

Cravath partner Michael L. Arnold participated in the American Bar Association’s 2024 Business Law Section Fall Meeting, which was held from September 12‑14, 2024, virtually and in San Diego, CA. Michael spoke on a panel entitled “Evolving Sustainability Requirements: Soft Law to Hard Law to Harder Law,” which reviewed how sustainability requirements, such as the recent SEC climate disclosure rules, are evolving within a complex regulatory environment, and may impact “hard law” and “soft law” obligations for companies.

In September 2024, Cravath partner Michael L. Arnold was appointed chair of the American Bar Association Business Law Section’s Federal Regulation of Securities Committee. The committee provides meetings, programs and information to practitioners covering a wide range of securities law topics and is a significant resource to the U.S. Securities and Exchange Commission through comment letters. Michael previously served as vice‑chair of the committee.