Four Decades for Justice
On November 20, 2015, the Texas Supreme Court declined to hear arguments in a securities fraud case against Cravath clients Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC, bringing an end to litigation against the banks over a failed merger from 2008. The case was originally filed in Texas District Court (Montgomery County) by various MatlinPatterson companies, former shareholders in Huntsman Corporation, which sought to recover hundreds of millions of dollars in alleged damages for purported violations of Texas statutory law and common law fraud relating to the failed acquisition of Huntsman by Momentive Specialty Chemicals Inc. (formerly known as Hexion Specialty Chemicals, Inc.). Specifically, plaintiffs alleged that defendants’ purported misrepresentations in a commitment letter and other communications regarding the defendants’ financing of the Hexion/Huntsman merger induced Huntsman to abandon an agreed‑upon transaction with Basell Holdings and instead pursue the Hexion transaction to the detriment of plaintiffs.
Cravath filed a motion for judgment on the pleadings on behalf of defendants in the trial court, arguing that the lawsuit repeats claims previously asserted by Huntsman that have been settled and released, and that plaintiffs, as former Huntsman shareholders, could not bring direct claims against the banks. On December 21, 2012, the trial court granted defendants’ motion and dismissed the action with prejudice.
On May 15, 2014, the Texas Court of Appeals affirmed the trial court’s decision adopting defendants’ argument that, under both Delaware and Texas law, plaintiffs’ claims are derivative of the corporation’s, and therefore plaintiffs do not have standing to sue individually. The Texas Supreme Court has now denied plaintiffs’ petition for review, following full briefing on the merits of the suit.
Cravath also handled the prior litigations brought by Huntsman and Hexion against Credit Suisse and Deutsche Bank following the failed merger. Hexion’s claims were dismissed with prejudice. Huntsman ultimately settled its claims with the banks for a mere fraction of the almost $14 billion in cash damages it had sought.
The Cravath team included partners Richard W. Clary and Robert H. Baron and associates Lillian S. Grossbard, David Litterine‑Kaufman, Alexander V. Maugeri and David H. Korn.
Deals & Cases
November 27, 2023
Cravath represented the administrative agent, joint lead arranger and joint bookrunner in connection with $14 billion of credit facilities made available to RTX Corporation, an aerospace and defense company that provides systems and services for commercial, military, and government customers worldwide. The facilities consisted of a $10 billion bridge credit facility and a $4 billion term loan facility. The transactions closed on October 24, 2023 and November 7, 2023.
Deals & Cases
October 06, 2023
Cravath represented the administrative agent, joint lead arranger and joint bookrunner in connection with $2.4 billion of credit facilities made available to Cencora, Inc., a leading global pharmaceutical solutions organization committed to improving patient access to products and enhance patient care. The facilities consisted of a $355 million tranche one revolving credit facility and a $2.045 billion tranche two revolving credit facility. The transaction closed on October 6, 2023.
Deals & Cases
August 30, 2023
Cravath represented the administrative agent, joint lead arranger and joint bookrunner in connection with an $800 million revolving credit facility made available to Albany International Corp. and certain of its subsidiaries. Albany International Corp. is a leading provider in the textile and materials processing business. The transaction closed on August 16, 2023.
Deals & Cases
August 30, 2023
Cravath represented the lead arrangers in connection with senior facilities to finance the pending acquisition of Palex Medical by funds advised by the private equity firms Apax Partners LLP and Fremman Capital. Palex Medical is a leading provider of high value‑added medical technology equipment and solutions in Southern Europe.
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