Andrew J. Pitts

Cravath represented the underwriters in connection with the $400 million fixed‑rate reset subordinated notes offering of Fidelis Insurance Holdings Limited, a global specialty insurer that leverages strategic partnerships to offer innovative and tailored insurance solutions. The transaction closed on June 13, 2025.

Cravath represented Burlington Northern Santa Fe, LLC in connection with its $900 million registered notes offering. Burlington Northern Santa Fe, LLC is a holding company engaged primarily in railroad transportation through its ownership of its principal operating subsidiary, BNSF Railway Company. Burlington Northern Santa Fe, LLC is owned by Berkshire Hathaway. The transaction closed on June 6, 2025.

Cravath represented the underwriters in connection with the $1.25 billion registered senior notes offering of Westinghouse Air Brake Technologies Corporation (“Wabtec”), one of the world’s largest providers of value‑added, technology‑based locomotives, equipment, systems and services for the global freight rail and passenger transit industries, and also serves customers in the mining, marine and industrial markets. Proceeds of the offering will be used to partially finance Wabtec’s acquisition of Evident Corporation’s Inspection Technologies division. The transaction closed on May 29, 2025.

On June 4, 2025, Flowserve Corporation (“Flowserve”) and Chart Industries, Inc. (“Chart”) announced that they have entered into a definitive agreement to combine in an all-stock merger of equals, creating a differentiated leader in industrial process technologies. The combined company is expected to have an enterprise value of approximately $19 billion based on the exchange ratio and the closing share prices for Flowserve and Chart as of June 3, 2025. Under the agreement, which has been unanimously approved by the board of directors of each company, at the closing of the transaction Chart shareholders will receive 3.165 shares of Flowserve common stock for each share of Chart common stock owned. Following the close of the transaction, Flowserve shareholders will own approximately 46.5% and Chart shareholders will own approximately 53.5% of the combined company, on a fully diluted basis. Cravath is representing Flowserve in connection with the transaction.

Cravath represented the initial purchasers in connection with the $350 million 144A/Reg. S fixed‑rate reset senior notes offering of Ascot Group Limited, a global insurance and reinsurance organization offering a broad range of specialty insurance and reinsurance products to customers worldwide through underwriting platforms in the U.K., Bermuda and the U.S. The transaction closed on May 16, 2025.

On June 11, 2025, Cravath prepared a memo for its clients entitled “SEC Solicits Public Comment on the Eligibility Criteria for Foreign Private Issuer Status.” The memo examines a concept release recently published by the U.S. Securities and Exchange Commission to seek public comment on whether to revise the “foreign private issuer” definition in light of shifting trends in the characteristics of the FPI population.

On January 24, 2024, Cravath was featured by Law360 as a “Capital Markets Practice Group of the Year.” The profile highlighted the Capital Markets Practice’s representation of clients, including AngloGold Ashanti in its corporate restructuring and change to its domicile and primary listing location, the underwriters of L3Harris Technologies, Inc.’s $3.25 billion registered notes offering and the underwriter and the dealers of AmerisourceBergen’s $1.6 billion registered secondary common stock offering.

On May 18, 2023, Cravath prepared a memo for its clients entitled “SEC Amends Rules Requiring Disclosures of Issuer Share Repurchase and Rule 10b5‑1 Plans.” The memo examines the U.S. Securities and Exchange Commission’s recently adopted final rules on a number of disclosure requirements related to issuer share repurchases. The memo outlines key features of the new rules, the new tabular disclosures, the new narrative disclosures about issuer 10b5‑1 plans and issuer repurchases, and recommendations for companies. Cravath also published a tailored version of the memo for Foreign Private Issuers.

On December 20, 2022, Cravath distributed a memo for its clients and other stakeholders entitled “SEC Adopts Amendments to Rule 10b5-1 and Adds Insider Trading-Related Disclosures,” examining Final Rules adopted by the SEC on December 14, 2022, which add a number of new requirements to Rule 10b5-1, which was first adopted by the SEC in 2000 to provide an affirmative defense against charges of insider trading when transactions in a company’s stock are executed at times that an insider may be in possession of material non-public information. These new requirements significantly limit the availability of the affirmative defense provided by that rule to violations of Section 10(b) of the Securities Exchange Act of 1934, include new disclosure requirements and add other mandatory requests for information.