Four Decades for Justice
Cravath of counsel Michael L. Schler participated in “Tax Strategies for Corporate Acquisitions, Dispositions, Spin‑Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2019,” a conference presented by the Practising Law Institute and held in Los Angeles from December 4‑6, 2019. Mike spoke on a panel entitled “Consolidated Return Planning and Strategies,” which discussed issues in consolidated returns arising from recent legislation; IRS Notices and proposed and final regulations; and best practices in planning for acquisitions and dispositions.
Deals & Cases
On February 19, 2017, Unilever PLC and Unilever N.V. (“Unilever”) and The Kraft Heinz Company (“Kraft Heinz”) announced that Kraft Heinz amicably agreed to withdraw its proposal for a combination of the two companies, following the $143 billion unsolicited offer from Kraft Heinz to acquire Unilever. Cravath advised Unilever in connection with this proposal.
Deals & Cases
On January 17, 2017, British American Tobacco p.l.c. (“BAT”), which owns 42.2 percent of Reynolds American Inc. (“Reynolds”), and Reynolds announced that they have agreed on the terms of a recommended offer for BAT to acquire the remaining 57.8 percent of Reynolds that it does not already own. Based on BAT’s share price and the Dollar‑Sterling exchange rate as of market close on January 16, 2017, this implies a total current value of $59.64 per Reynolds share and approximately $49.4 billion for the 57.8 percent of Reynolds not already owned by BAT, and a current enterprise value of $97 billion.
Deals & Cases
On October 21, 2016, British American Tobacco p.l.c. (“BAT”), which owns 42.2 percent of Reynolds American Inc., made a proposal to merge with Reynolds through the acquisition of the remaining 57.8 percent in the company for $47 billion, of which approximately $20 billion would be in cash and $27 billion in BAT shares.
Deals & Cases
Cravath represented the initial purchasers, Goldman, Sachs & Co., Mitsubishi UFJ Financial Group, Scotiabank and Wells Fargo Securities, in connection with the US$2 billion 144A/Reg. S debt offering of Fortis Inc., an electric and gas utility company. Proceeds of the offering will be used to finance the acquisition of ITC Holdings Corp., the largest independent electricity transmission company in the United States. The transaction closed on October 4, 2016.
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