Energy and Infrastructure

Cravath represented the initial purchasers in connection the (i) $850 million senior notes offering by Smurfit Westrock Financing DAC, a wholly owned subsidiary of Smurfit Westrock plc, one of the world's largest integrated manufacturers of paper‑based packaging products, and (ii) the dual‑tranche €1.2 billion senior notes offering of Smurfit Kappa Treasury Unlimited Company, a wholly owned subsidiary of Smurfit Westrock plc. The notes offerings closed on November 26 and 27, 2024, respectively.

Cravath represented Syrah Resources Limited (“Syrah”), as sponsor, and its subsidiary, Twigg Exploration & Mining, Limitada, as borrower, in connection with a loan from the United States International Development Finance Corporation (“DFC”). Syrah, together with its subsidiaries, is strategically positioned as the first vertically integrated ex‑China natural graphite active anode material supplier for battery and electric vehicle manufacturers globally. Proceeds of the DFC loan will be used to fund capital requirements at the Balama Graphite Operation in Mozambique, the largest graphite mining and processing operation in the world. Graphite produced at Balama is shipped to global battery anode and industrial customers and is being processed at Syrah’s active anode material facility in Louisiana. DFC’s investment will support Syrah in preparation for increased sales to ex‑China anode customers, bolstering the U.S. supply chain for critical minerals. The transaction closed on November 8, 2024.

Cravath represented the initial purchasers in connection with the $2.75 billion 144A/Reg. S senior green notes offering of Smurfit Kappa Treasury Unlimited Company, a wholly owned subsidiary of Smurfit Kappa Group plc, one of the world’s largest integrated manufacturers of paper‑based packaging products, with operations in Europe, Latin America, the United States and Canada. The notes were listed on the Global Exchange Market. The transaction closed on April 3, 2024.

Cravath represented the initial purchasers in connection with the $750 million 144A/Reg. S high‑yield senior green notes offering of Alcoa Nederland Holding B.V., a wholly owned subsidiary of Alcoa Corporation, a global industry leader in the production of bauxite, alumina and aluminum products. The transaction closed on March 21, 2024.

On January 29, 2024, Montana Technologies LLC (“Montana Technologies”) announced an agreement to form a joint venture with GE Vernova, a global leader in electrification, decarbonization, and energy solutions, to incorporate GE Vernova’s proprietary sorbent materials into systems that utilize Montana Technologies’ patented AirJoule® dehumidification, air conditioning, and atmospheric water harvesting technology. The joint venture will exclusively manufacture and supply products incorporating the combined technologies to leading original equipment manufacturers and customers in the Americas, Africa, and Australia. Cravath is representing Montana Technologies in connection with the transaction.

On November 14, 2023, engineering and technology company Technip Energies announced the launch of Reju, a company focused on PET (Polyethylene terephthalate) recycling of textiles that will leverage technology co‑developed in a joint venture with IBM and Under Armour. IBM, Under Armour and Technip Energies have been working together since 2021 to bring VolCat, an IBM technology for rejuvenating waste PET packaging and polyester, to an industrial scale. VolCat allows the selective breakdown of polymers which IBM first applied to technologies like semiconductor lithography and microelectronics packaging, which Reju intends to use to address hard‑to‑recycle polyester garments and PET packaging lost to the waste stream. Cravath is representing IBM in connection with the joint venture and matters relating to the establishment of Reju.

Cravath represented the underwriters in connection with the $2 billion registered fixed‑to‑floating rate green notes and $5.25 billion registered fixed-to-floating rate notes offering of JPMorgan Chase & Co., a leading global financial services firm. The transaction closed on October 23, 2023.

Cravath represented First Solar, Inc. in connection with its $1 billion senior secured revolving credit facility. First Solar, Inc. is a leading American solar technology company and global provider of comprehensive PV solar energy solutions. The transaction closed on June 30, 2023.

On June 23, 2023, Judge Michael T. Liburdi of the U.S. District Court for the District of Arizona dismissed with prejudice all claims brought against Cravath clients First Solar, Inc. and its executives (collectively, “First Solar”) in a purported securities class action litigation concerning the company’s Series 6 solar module and its Project Development business.

On June 12, 2023, Brookfield Renewable, one of the world’s largest publicly traded, pure‑play renewable power platforms, together with its institutional partners, announced that it has agreed to acquire Duke Energy Renewables, a fully integrated developer and operator of renewable power assets in the U.S., at an enterprise value of approximately $2.8 billion, including non‑controlling tax equity interests and the assumption of debt. Cravath is representing Brookfield Renewable in connection with the transaction.

On June 6, 2023, the Delaware Supreme Court affirmed the Delaware Court of Chancery’s judgment in favor of Cravath client Elon Musk on all counts in a stockholder derivative suit related to Tesla, Inc.’s (“Tesla”) 2016 acquisition of SolarCity Corp. (“SolarCity”).

Cravath represented the initial purchasers in connection with the $2.5 billion 144A/Reg. S notes and sustainability notes offering of Mars, Incorporated, one of the world’s largest privately held, family‑owned businesses with a history of successfully building and growing market‑leading consumer brands for over 100 years. The transaction closed on April 20, 2023.

Cravath represented the underwriters in connection with the $2 billion registered green notes offering of the State of Israel. The notes were listed on the Bourse de Luxembourg. The transaction closed on January 17, 2023.

On December 13, 2022, Lifezone Metals, a developer of cleaner battery metals, announced it has entered into a definitive agreement for a business combination with GoGreen Investments, a publicly-listed special acquisition company. The transaction will create the first nickel resource and green technology company listed on the NYSE and, upon completion, the combined company will operate under the “Lifezone Metals” name and be listed under the ticker symbol “LZM.” The transaction values the combined company at a pro forma implied equity value of up to approximately $1.0 billion. Cravath is representing Lifezone Metals in connection with the transaction.

On November 7, 2024, United States Cellular Corporation (“UScellular”) announced that it has entered into an agreement with AT&T to sell a portion of the company's retained spectrum licenses for total consideration of $1.018 billion. The transaction is part of the objective UScellular announced on May 28, 2024, to opportunistically monetize the spectrum that was not included in the proposed sale to T‑Mobile; and follows the transactions previously announced on October 18, 2024, to sell a portion of the retained spectrum licenses to Verizon and two other mobile network operators. Cravath is representing the independent directors of UScellular in connection with the transaction.

On October 18, 2024, United States Cellular Corporation (“UScellular”) announced that it has entered into an agreement with Verizon Communications Inc. to sell a portion of the company's retained spectrum licenses for total consideration of $1 billion. Additionally, UScellular has entered into agreements with two other mobile network operators for the sale of other selected spectrum licenses. The transactions are part of the objective UScellular announced on May 28, 2024, to monetize the spectrum that was not included in the proposed sale to T-Mobile. Cravath is representing the independent directors of UScellular in connection with the transaction.

Cravath represented the underwriters in connection with the $750 million registered notes offering of Canadian National Railway Company. Canadian National Railway Company engages in the rail and related transportation business. The transaction closed on September 18, 2024.

Cravath represented Crown Castle Inc. in connection with its $1.25 billion registered senior notes offering. Crown Castle Inc. is an owner, operator and lessor of shared wireless infrastructure. The transaction closed on August 12, 2024.

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 March 20, 2024, the U.S. District Court for the Southern District of New York granted summary judgment in favor of Cravath client Keppel Offshore & Marine Ltd. (“KOM”), dismissing an action alleging claims for fraud, aiding and abetting fraud and conspiracy. Plaintiffs, a set of energy and investment funds managed by EIG Management Company, LLC (collectively, “EIG”) claimed that KOM failed to disclose that it was engaged in a bribery scheme with Petróleo Brasileiro S.A. (“Petrobras”), the Brazilian oil company, and with a company under Petrobras’s control, Sete Brasil Participações, S.A. (“Sete”). According to EIG, this failure to disclose caused EIG to invest over $220 million in Sete, defrauding EIG.

On December 11, 2023, HMS Networks AB (“HMS”), a global provider of industrial information and communication technology, announced it has entered into a binding agreement with Spectris Group Holdings Limited to acquire the Red Lion Controls business, a U.S.-based provider of industrial automation solutions, through the acquisition of 100 percent of the shares in Red Lion Controls Inc. and Red Lion Europe GmbH as well as certain assets in other jurisdictions, for a cash consideration of $345 million. Cravath is representing HMS as special U.S. counsel in connection with the transaction.

Cravath represented Burlington Northern Santa Fe, LLC in connection with its $1.6 billion registered notes offering. Burlington Northern Santa Fe, LLC is a holding company engaged primarily in railroad transportation through its ownership of its principal operating subsidiary, BNSF Railway Company. Burlington Northern Santa Fe, LLC is owned by Berkshire Hathaway. The transaction closed on June 9, 2023.

Cravath represented the underwriters in connection with the $1 billion registered notes offering of Union Pacific Corporation, owner of one of America's leading transportation companies. The transaction closed on February 21, 2023.

On March 8, 2023, Airspan Networks Holdings (“Airspan”), a provider of software and hardware for 5G networks and a pioneer in end‑to‑end Open RAN solutions that provide interoperability with other vendors, announced the signing of definitive agreements for the sale of Mimosa Networks, Inc. (“Mimosa”) to Radisys Corporation (“Radisys”), a wholly owned subsidiary of Jio Platforms Limited, which is a subsidiary of Reliance Industries Limited, on a debt free, cash free basis. Cravath is representing Airspan in connection with the transaction.

On March 1, 2023, Radius Global Infrastructure, Inc. (“Radius”), a leading global aggregator of real property interests underlying wireless telecommunications cell sites and other digital infrastructure assets, announced it has entered into a definitive agreement under which EQT Active Core Infrastructure and Public Sector Pension Investment Board (“PSP Investments”) will indirectly acquire Radius for $15.00 per share in cash, representing a total enterprise value of approximately $3 billion. Upon completion of the transaction, Radius will be a privately held company indirectly wholly owned by EQT Active Core Infrastructure and PSP Investments, as well as Radius management. Radius shares will no longer be listed on any public securities exchange. Cravath is representing Radius in connection with the transaction.

Cravath represented Cable One, Inc. in connection with $2.8 billion of amended and restated senior secured credit facilities provided by a syndicate of commercial banks and other lenders. The credit facilities consist of $1.8 billion of term loan facilities and a $1.0 billion revolving credit facility. Cable One is a leading broadband communications provider serving more than 1.1 million residential and business customers across 24 states. The transaction closed on February 22, 2023.

On November 29, 2017, Cravath client SBM Offshore N.V. (“SBM”), a Netherlands-based provider of floating production solutions to the offshore energy industry, reached a settlement with the U.S. Department of Justice relating to legacy bribery issues in Brazil, Equatorial Guinea, Angola and elsewhere. The settlement includes a deferred prosecution agreement for the parent company, no monitorship, a guilty plea by SBM’s U.S. subsidiary and a financial sanction of $238 million. SBM received a substantial reduction in penalty based on its cooperation and remediation.

Cravath represented the underwriters in connection with the $600 million registered high‑yield notes offering of Murphy Oil Corporation, a worldwide oil and gas exploration and production company. The transaction closed on October 3, 2024.

Cravath represented the underwriters in connection with the $1.8 billion registered senior notes offering of Phillips 66 Company, an energy manufacturing and logistics company with midstream, chemicals, refining, marketing and specialties businesses. The transaction closed on September 11, 2024.

Cravath represented the sales agents in connection with the at‑the‑market offering of common stock totaling up to $1 billion of Essential Utilities, Inc., a holding company for regulated utilities providing water, wastewater and natural gas distribution services to an estimated five million people in Pennsylvania, Ohio, Texas, Illinois, North Carolina, New Jersey, Indiana, Virginia, West Virginia and Kentucky.

Cravath represented the underwriters in connection with the $500 million senior notes offering of Essential Utilities, Inc., a holding company for regulated utilities providing water, wastewater and natural gas distribution services to an estimated five million people in Pennsylvania, Ohio, Texas, Illinois, North Carolina, New Jersey, Kentucky, West Virginia, Indiana and Virginia. Essential Utilities, Inc. was formerly known as Aqua America, Inc. The transaction closed on August 15, 2024.

Cravath represented Occidental Petroleum Corporation in connection with its $5 billion registered senior notes offering. The proceeds of the offering were used to finance its acquisition of CrownRock. Occidental Petroleum Corporation, an international energy company, is one of the largest oil and gas producers in the United States. The transaction closed on July 26, 2024.

Cravath represented the underwriter in connection with the $391.2 million registered secondary offering of class A common stock of Hess Midstream LP, a fee‑based, growth‑oriented, limited partnership formed by Hess Midstream GP LP and Hess Infrastructure Partners GP LLC to own, operate, develop and acquire a diverse set of midstream assets and provide fee‑based services to Hess Corporation and third-party customers. The transaction closed on May 31, 2024.

Cravath represented the initial purchasers in connection with the $600 million 144A/Reg. S high‑yield senior notes offering of Hess Midstream Operations LP, a fee‑based, growth‑oriented, limited partnership that owns, operates, develops and acquires a diverse set of midstream assets and provides fee‑based services to Hess and third‑party customers. The transaction closed on May 16, 2024.

Cravath represented the underwriters in connection with the $1.65 billion registered senior notes offering of MPLX LP, a master limited partnership formed by Marathon Petroleum Corporation. MPLX LP owns, operates, develops and acquires pipelines and other midstream assets related to the transportation and storage of crude oil, refined products and other hydrocarbon-based products. The transaction closed on May 20, 2024.

Cravath represented the underwriters in connection with the $1.2 billion registered senior notes offering of Marathon Oil Corporation, an independent exploration and production company. The transaction closed on March 28, 2024.

On March 20, 2024, the U.S. District Court for the Southern District of New York granted summary judgment in favor of Cravath client Keppel Offshore & Marine Ltd. (“KOM”), dismissing an action alleging claims for fraud, aiding and abetting fraud and conspiracy. Plaintiffs, a set of energy and investment funds managed by EIG Management Company, LLC (collectively, “EIG”) claimed that KOM failed to disclose that it was engaged in a bribery scheme with Petróleo Brasileiro S.A. (“Petrobras”), the Brazilian oil company, and with a company under Petrobras’s control, Sete Brasil Participações, S.A. (“Sete”). According to EIG, this failure to disclose caused EIG to invest over $220 million in Sete, defrauding EIG.

Cravath represented the underwriters in connection with the $1.5 billion registered senior notes offering of Phillips 66 Company, guaranteed by Phillips 66, an energy manufacturing and logistics company with midstream, chemicals, refining, marketing and specialties businesses. The transaction closed on February 28, 2024.

On December 10, 2023, Occidental Petroleum Corporation entered into a definitive agreement pursuant to which Occidental Petroleum Corporation will acquire CrownRock, L.P. Cravath represented Occidental Petroleum Corporation, as borrower, in connection with a $10 billion bridge facility to support the proposed acquisition. Occidental Petroleum Corporation is an international oil and gas exploration and production company.

On November 20, 2023, the California Supreme Court held that Cravath client PG&E, the country’s largest utility, cannot be sued for losses incurred by customers during public safety power shutoffs that complied with the guidelines set forth by its regulator, the California Public Utilities Commission (“PUC”). In a unanimous decision, the Court held that such claims are barred because their adjudication would interfere with the PUC’s comprehensive supervision and regulation of safety shutoffs.

On October 10, 2023, following a full trial on the merits and an appeal to the Delaware Supreme Court, Cravath client The Williams Companies, Inc. (“Williams”) secured a victory resulting in a judgment of more than $600 million.

Cravath represented the underwriter in connection with the $681.8 million registered secondary offering of common stock of Ovintiv Inc., a leading North American oil and natural gas exploration and production company. The shares were listed on the New York Stock Exchange and the Toronto Stock Exchange. The transaction closed on September 13, 2023.

Cravath represented the underwriters in connection with the $2.7 billion registered notes offering of ConocoPhillips Company, guaranteed by ConocoPhillips, one of the world's largest independent exploration and production companies, based on both production and reserves. The transaction closed on August 17, 2023.

Cravath represented the underwriters in connection with the $1.1 billion registered notes offering of ConocoPhillips Company, guaranteed by ConocoPhillips, the world's largest independent exploration and production company, based on proved reserves of liquids and natural gas, at the time of the offering. Cravath also represented the dealer managers in connection with ConocoPhillips”s concurrent $1.1 billion cash tender offer. The registered senior notes offering closed on May 23, 2023 and the cash tender offer expired on June 6, 2023.

Cravath represented the underwriters in connection with the $2.3 billion senior notes offering of Ovintiv Inc., guaranteed by Ovintiv Canada ULC. Ovintiv Inc. is a leading North American oil and natural gas exploration and production company. Proceeds of the offering will be used to finance the acquisition of certain upstream oil and gas assets located in the Permian Basin. The transaction closed on May 31, 2023.

Cravath represented the underwriters in connection with the $344.6 million registered secondary offering of class A common stock of Hess Midstream LP, a fee‑based, growth‑oriented, limited partnership formed by Hess Infrastructure Partners GP LLC to own, operate, develop and acquire a diverse set of midstream assets and provide fee‑based services to Hess and third‑party customers. The transaction closed on May 19, 2023.

Cravath represented Weyerhaeuser Company in connection with its $750 million registered notes offering. Weyerhaeuser Company is one of the world's largest private owners of timberlands. The transaction closed on May 17, 2023.

Cravath represented the administrative agent, joint lead arrangers and joint bookrunners in connection with the arrangement of $825 million term loan facility made available to Ovintiv Inc. in connection with its pending acquisition of substantially all leasehold interest and related assets of Black Swan Oil & Gas, PetroLegacy Energy and Piedra Resources, which are portfolio companies of funds managed by EnCap Investments L.P., in a cash and stock transaction valued at approximately $4.275 billion. The financing closed on April 26, 2023.

On May 12, 2023, AngloGold Ashanti, an independent, global gold mining company, announced that it has undertaken a comprehensive review of its domicile and listing structure and concluded that the most appropriate structure for AngloGold Ashanti Group is a UK corporate domicile with a U.S. primary listing on the New York Stock Exchange (“NYSE”) and secondary listings on the Johannesburg Stock Exchange (“JSE”) and A2X Markets (“A2X”) in South Africa and on the Ghana Stock Exchange (“GhSE”) in Ghana. Cravath is representing AngloGold Ashanti as U.S. counsel in connection with this matter.

On May 15, 2023, Newcrest Mining Limited (“Newcrest”) announced it has entered into a binding scheme implementation deed with Newmont Corporation (“Newmont”), in relation to a proposal for Newmont to acquire 100% of the issued shares in Newcrest by way of a scheme of arrangement. Under the terms of the agreement, Newcrest shareholders will be entitled to receive 0.400 Newmont shares for each Newcrest share held (“Scheme Consideration”). In addition, Newcrest will be permitted to pay a franked special dividend of up to $1.10 per share on or around the implementation of the scheme of arrangement. The Scheme Consideration which would be received by Newcrest shareholders under the proposed transaction, when aggregated with the franked special dividend, represents an implied equity value of A$26.2 billion and enterprise value for Newcrest of A$28.8 billion. Cravath is representing Newcrest as U.S. counsel in connection with the transaction.

On April 6, 2023, GasLog Ltd. (“GasLog”) and GasLog Partners LP (“GasLog Partners”), each an international owner and operator of liquefied natural gas carriers, announced that they have entered into a definitive merger agreement pursuant to which GasLog will acquire all of the outstanding common units of GasLog Partners not beneficially owned by GasLog for overall consideration of $8.65 per common unit in cash. Cravath is representing GasLog in connection with the transaction.

Cravath represented the administrative agent, joint lead arranger and joint bookrunner in connection with the arrangement of $2.6 billion of revolving credit facilities made available to Ameren Corporation and Union Electric Company (the “Missouri Borrowers”) and Ameren Corporation and Ameren Illinois Company (the “Illinois Borrowers”). Ameren Corporation is an American power company that engages in the rate-regulated electric generation, transmission, and distribution activities; and rate-regulated natural gas distribution and transmission businesses. The facilities consisted of a $1.4 billion revolving credit facility (Missouri Borrowers) and $1.2 billion revolving credit facility (Illinois Borrowers). The transaction closed on December 6, 2022.