Renewables, Alternative Energy and Sustainability

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.

On November 13, 2024, Cravath partner David J. Perkins, co‑head of the Firm’s Private Equity Practice, was featured as a 2024 Private Equity MVP by Law360, which highlighted his role representing clients on private equity investments across multiple asset classes, including Amentum in its Reverse Morris Trust merger with Jacobs’ Critical Mission Solutions and Cyber and Intelligence businesses, as well as Brookfield Renewable Partners in its $8 billion acquisition of Westinghouse. In the profile, Dave discussed how much he enjoyed working with private equity clients and appreciated their approach to problem‑solving on particularly challenging transactions. Dave also spoke about Cravath’s longstanding commitment to training associates and younger partners as part of the Firm’s growing Private Equity Practice.

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 November 9, 2024, Cravath of counsel Will Kim participated in the 2024 National Asian Pacific American Bar Association (NAPABA) Convention, an annual gathering of Asian American, Native Hawaiian and Pacific Islander attorneys, judges, law professors and law students, which was held from November 7‑10 in Seattle, Washington. Will spoke on a panel entitled “Revolutionizing Power - It Affects Us All!,” which reviewed recent developments in the energy transition, its future trajectory and intersection with diverse areas of the legal profession, the current state of clean energy initiatives, barriers and challenges in the path toward decarbonization and opportunities for practitioners in this rapidly developing area.

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.

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.