Four Decades for Justice
On February 13, 2018, WMIH Corp. (“WMIH”) and Nationstar Mortgage Holdings Inc. (“Nationstar”) announced that they have entered into a definitive merger agreement. Upon completion of the transaction, Nationstar shareholders will own approximately 36 percent of the combined company and WMIH shareholders will own approximately 64 percent. The aggregate consideration payable to Nationstar shareholders will consist of $1.2 billion in cash and WMIH shares currently anticipated to be valued at approximately $702 million. An entity owned by investment funds managed by an affiliate of Fortress Investment Group LLC (“Fortress”), holding approximately 68 percent of Nationstar’s voting shares, has contractually agreed to support the transaction and elect cash consideration for approximately 34 million shares, subject to proration. KKR, which owns 24 percent of WMIH’s voting shares, has also agreed to support the transaction. Cravath is representing Fortress in connection with the transaction.
The Cravath team includes associates Matthew G. Jones and Caleb B. Rosser on corporate matters, and partners Andrew W. Needham and Christopher K. Fargo and associate Andrew T. Davis on tax matters.
Deals & Cases
September 06, 2022
On September 6, 2022, ADT Inc. (“ADT”) and State Farm announced that State Farm has agreed to make a $1.2 billion equity investment in ADT to acquire 133.3 million shares of ADT’s common stock at $9 a share. In connection with State Farm’s equity investment, ADT will be commencing a self‑tender offer for up to 133.3 million shares of its outstanding common stock and Class B common stock at $9 per share, to be funded by the proceeds from the State Farm equity investment. After the equity investment and tender offer close, State Farm will own approximately 15% of ADT. Additionally, State Farm will commit $300 million to an opportunity fund to support product and technology innovation, customer growth and marketing, and Google has separately agreed to commit an incremental $150 million, raising its total success fund commitment to $300 million. Cravath is representing ADT in connection with the transactions.
Deals & Cases
September 06, 2022
On September 6, 2022, Texas Capital Bancshares, Inc. (“Texas Capital”) announced it has entered into a definitive agreement to sell BankDirect Capital Finance, LLC (“BankDirect”), its insurance premium finance subsidiary, to AFCO Credit Corporation (“AFCO”), an indirect wholly‑owned subsidiary of Truist Financial Corp. (“Truist”), in an all‑cash transaction for a purchase price of approximately $3.4 billion. This transaction represents the divestiture of the entire business unit including the equity interests of BankDirect and the associated loan balances held by Texas Capital Bank and no parent funding, deposits or capital will be transferred. Cravath is representing Texas Capital in connection with the transaction.
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