Four Decades for Justice
On August 16, 2012, IBM announced that it has entered into an agreement to acquire privately held Texas Memory Systems (TMS), a Houston, Texas-based leading developer of high-performance flash memory solutions. Financial terms were not disclosed. Cravath represented IBM in this transaction, which is expected to close later in 2012.
Founded in 1978, TMS designs and sells high-performance solid state storage solutions. Unlike hard disk drives, solid state systems are high-speed data storage solutions based on Flash or RAM memory that can provide significantly faster throughput and data access while consuming less power. Following the close of the acquisition, IBM plans to invest in and support the TMS product portfolio, and will look to integrate TMS technologies over time in a variety of solutions including storage, servers, software and PureSystems offerings.
The Cravath team included partner George F. Schoen and associates Stephanie L. Alexis and Bud W. Jerke on corporate matters; associates Jarrett R. Hoffman and Michelle M. Garrett on executive compensation and benefits matters; partner Andrew W. Needham and associates J. Leonard Teti II and Matthew O. Williams on tax matters; practice area attorney Gary R. Eisenman on real estate matters; and partner Matthew Morreale on environmental matters. Summer associates Christopher Adams and John Love also worked on corporate matters and summer associates Michael Lucien and Julia Onorato also worked on executive compensation and benefits matters.
Deals & Cases
February 20, 2024
Cravath represented IBM International Capital Pte. Ltd (“IIC”) and International Business Machines Corporation (“IBM”) in connection with IIC’s $5.5 billion registered notes offering. IBM is a guarantor of the notes. IIC is a wholly owned finance subsidiary of IBM, a globally integrated innovation company, serving the needs of enterprises and institutions worldwide. The transaction closed on February 5, 2024.
Deals & Cases
January 31, 2024
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.
Deals & Cases
January 25, 2024
On January 18, 2024, IBM announced it has signed a definitive agreement to acquire application modernization capabilities from Advanced, bringing a combination of talent, tools and knowledge to enhance IBM Consulting’s mainframe application and data modernization services. Cravath is representing IBM in connection with the transaction.
Deals & Cases
December 18, 2023
On December 18, 2023, IBM announced that it has entered into a definitive agreement with Software AG, a company majority owned by Silver Lake, to purchase StreamSets and webMethods, Software AG's Super iPaaS (integration platform‑as‑a‑service) enterprise technology platforms, for €2.13 billion in cash. StreamSets will add data ingestion capabilities to watsonx, IBM's AI and data platform, while webMethods will give clients and partners additional integration and API management tools for their hybrid multi‑cloud environments. Cravath is representing IBM in connection with the transaction.
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