Noah Joshua
Phillips

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 9, 2024, Altus Group Limited (“Altus Group”), a leading provider of asset and fund intelligence for commercial real estate, announced that it has signed a definitive agreement to sell its global Property Tax business to Ryan, LLC (“Ryan”), a leading global tax services and software provider, for total cash consideration of C$700 million. In addition to the definitive agreement, Ryan has also committed to enter a C$15 million Altus Market Insights subscription agreement at the close of the transaction, with an initial three‑year term of C$5 million per year. Cravath is representing Altus Group as U.S. counsel 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 13, 2024, the U.S. District Court for the Southern District of Texas dismissed claims brought by the Federal Trade Commission (“FTC”) against private equity firm Welsh Carson relating to U.S. Anesthesia Partners’ (“USAP”) acquisition of anesthesiology practices in Texas, and other allegedly anticompetitive conduct. In a novel approach, the FTC had named both USAP and Welsh Carson, a minority investor, as defendants in the case. On behalf of Cravath client American Investment Council, Cravath submitted an amicus brief in support of Welsh Carson’s motion to dismiss.

On January 31, 2024, Health Care Service Corporation (“HCSC”), the country’s largest customer‑owned health insurer, announced that it has signed a definitive agreement with The Cigna Group (“Cigna”) to acquire its Medicare Advantage, Medicare Supplemental Benefits, Medicare Part D and CareAllies businesses for a purchase price of $3.3 billion. Cigna’s Medicare plans currently serve 3.6 million Medicare members. Cravath is representing HCSC in connection with the transaction.

Cravath partner Noah J. Phillips participated in “Reading Signs and Installing Guardrails: A Roadmap for the FTC,” an event hosted by the U.S. Chamber of Commerce on November 21, 2024, in Washington, D.C. The event convened Chamber members with competition and consumer protection policy priorities to discuss the future of the Federal Trade Commission, including how its composition, mission and focus are likely to change. Noah was featured in a fireside chat entitled “The Road Ahead.”

On November 14, 2024, Cravath partner Noah J. Phillips participated in the American Bar Association’s 2024 Antitrust Fall Forum, which was held in Washington, D.C. The event convened policy experts to engage in a series of debates and panels about the future of antitrust policy issues. Noah spoke on a panel entitled “Hot Topics in the Next Administration,” during which panelists discussed predictions about how the next presidential administration and agencies including the Department of Justice and Federal Trade Commission will approach competition policy and whether it will follow or alter the path of the current administration.

On October 29, 2024, Cravath partner Noah J. Phillips spoke at Cedar’s annual Financial Leadership Council, which convened healthcare CFOs, revenue cycle officers and senior finance leaders and was held from October 28‑30 in New York. Noah spoke at a session that reviewed the regulatory environment surrounding healthcare M&A, the FTC's current approach and key scrutiny areas and potential changes.

On October 15, 2024, Cravath prepared a memo for its clients entitled “FTC Issues Final HSR Rules.” The memo examines the Federal Trade Commission and the Department of Justice Antitrust Division’s final version of the new Hart‑Scott‑Rodino (HSR) rules, which modify the initial proposed rules released in June 2023. The memo summarizes the HSR rules, which require parties to inform the agencies of proposed acquisitions through a filing process, including notable changes from the current and proposed rules and their implications for filing parties.

On September 30, 2024, Cravath partner Noah Joshua Phillips participated in Goldman Sachs’s annual Policy Outlook Conference, which was held in Washington, D.C. The event convened senior investors, former and current administration officials and subject matter experts to discuss a range of market‑relevant policy topics, including tax and fiscal policy, monetary policy, financial regulation and the broader M&A landscape. Noah spoke about the current competition policy environment.