Ron
Creamer

On October 7, 2024, Iris Financial, a Euronext Amsterdam-listed company focused on the financial services sector, and Younited S.A. (“Younited”), a leading European consumer credit business, announced they have signed a business combination agreement. Iris Financial will inject between €150 and €200 million of capital into Younited in consideration for newly-issued shares of Younited. At completion of the Combination (prior to the share capital increase), Iris Financial will own at least 95% of Younited, with any remaining Younited shares to be acquired by Iris after completion pursuant to drag-along provisions contained in Younited’s existing shareholder agreement and upon the exercise of put-call rights by Iris or certain historical Younited shareholders. Iris Financial will be renamed “Younited Financial” and will remain listed on Euronext Amsterdam while applying for an additional listing on Euronext Paris. Cravath is representing Iris Financial as U.S. counsel in connection with the transaction.

On June 24, 2024, Illumina, Inc. (“Illumina”), a global leader in DNA sequencing and array-based technologies, announced the successful completion of the spin-off of GRAIL, a healthcare company whose mission is to detect cancer early. This follows Illumina’s previously announced plans to divest GRAIL, and GRAIL is now a public and independent company. The separation was achieved through the distribution of 85.5% of the outstanding shares of GRAIL to holders of Illumina common stock on June 24, 2024. In addition to retaining their shares of Illumina common stock, Illumina shareholders received one share of GRAIL common stock for every six shares of Illumina stock held as of close of business on the record date of June 13, 2024. Illumina retained 14.5% of the outstanding shares of GRAIL common stock. Cravath represented Illumina 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 November 8, 2023, Ahold Delhaize USA, a division of Netherlands-based Ahold Delhaize and the parent company of its U.S. companies, announced that it has entered into an agreement to sell its FreshDirect business to Getir, a pioneer in ultrafast grocery delivery operating in the U.S. and globally. Cravath is representing Ahold Delhaize USA in connection with the transaction.

On September 18, 2023, OMERS Private Equity announced the signing of a definitive agreement to acquire a majority stake in Knight Commercial, a leading provider of commercial restoration services. Cravath is representing OMERS Private Equity in connection with the transaction.

On October 30, 2024, Cravath partner Ron Creamer delivered an address at Yale Law School in New Haven, Connecticut as part of the Marvin A. Chirelstein Colloquium on Contemporary Issues in Law and Business. The Colloquium, hosted by the Yale Law School Center for the Study of Corporate Law, invites preeminent corporate practitioners, members of the business and investment communities, judges and regulators to discuss current issues and emerging trends in their fields. Ron’s address was entitled “‘Tax Loopholes’: A Theoretical and Practical Exploration.”