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Michael E. Mariani

Partner, Corporate

Michael E. Mariani is a partner in Cravath’s Corporate Department. His practice primarily focuses on general corporate, disclosure and governance work as well as capital markets matters and mergers and acquisitions.

Mr. Mariani’s corporate clients have included Biovail, Blue Capital Reinsurance, Cigna, Crown Castle, CyrusOne, Flagstone Reinsurance, IBM, Johnson & Johnson, Lazard, Nalco, Time, Time Warner, Toll Brothers, Unilever, Weyerhaeuser and Xerox.

Mr. Mariani’s notable financing transactions include representing:

  • TerraForm Power in its $1.2 billion 144A/Reg. S high‑yield senior notes offering;
  • TerraForm Global in its $400 million 144A/Reg. S high‑yield senior notes offering;
  • the initial purchaser in the $400 million 144A/Reg. S high‑yield senior secured second lien notes offering of Boyne to finance the acquisition of certain property owned by Ski Resort Holdings;
  • the underwriters in the $4.5 billion registered fixed to floating rate and floating rate notes offering of JPMorgan Chase;
  • the initial purchasers in the $325 million 144A/Reg. S high‑yield senior notes offering of goeasy;
  • IBM Credit in its $2 billion registered fixed and floating rate notes offering;
  • the initial purchasers in the $850 million 144A/Reg. S high‑yield senior notes offering of Chesapeake Energy and the dealer manager in Chesapeake’s concurrent cash tender offer;
  • the lead arrangers of $3.75 billion of committed debt financing provided for the acquisition of Fidelis by Centene;
  • the underwriters in the $300 million registered high‑yield senior debt offering of Murphy Oil USA;
  • CyrusOne in its $800 million 144A/Reg. S high‑yield senior debt offering and concurrent $475 million debt tender offer;
  • the underwriters in the $173 million initial public offering of Diplomat Pharmacy;
  • the underwriters in the $228 million registered common stock offering of Sabra Health Care REIT;
  • Time in its $700 million 144A/Reg. S high-yield senior debt offering in anticipation of its spin‑off from Time Warner;
  • the initial purchasers in the $300 million 144A/Reg. S high-yield senior debt offering of Credit Acceptance;
  • Toll Brothers in its $600 million registered debt offering and its $230 million common stock offering to finance the acquisition of Shapell Industries;
  • Blue Capital Reinsurance in its $125 million initial public offering of common shares and a concurrent $50 million private placement of common shares;
  • the initial purchasers in the $1.6 billion 144A/Reg. S high‑yield senior debt and senior pay-in-kind toggle debt offering of an affiliate of Ares and Canada Pension Plan Investment Board to finance their acquisition of Neiman Marcus;
  • the initial purchasers in the $200 million 144A/Reg. S high‑yield debt offering of first preferred ship mortgage notes of Ultapetrol (Bahamas) and a subsequent $25 million 144A/Reg. S tack‑on offering;
  • Lazard in its $151 million secondary offering of class A common stock, its $224 million secondary offering of class A common stock and its $283 million secondary offering of class A common stock; and
  • Time Warner in its $2 billion registered debt offering.

Mr. Mariani’s notable M&A transactions include representing:

  • Crown Castle in its $7.1 billion acquisition of Lightower, its $600 million acquisition of Wilcon Holdings and its $1.6 billion sale of Crown Castle’s Australian operations to Macquarie Infrastructure and Real Assets;
  • Johnson & Johnson in its $30 billion acquisition of Actelion;
  • Xerox in its spin-off of Conduent and in its two settlement agreements with Carl Icahn;
  • IBM in its acquisitions of Bluewolf and Resilient Systems;
  • Weyerhaeuser in its $23 billion merger with Plum Creek Timber;
  • Unilever in its acquisition of Murad;
  • Cigna in its proposed $54.2 billion merger with Anthem;
  • Flagstone Reinsurance Holdings in its $623 million sale to Validus Holdings;
  • the special committee of the Delphi Financial Group board of directors in its $2.7 billion sale to Tokio Marine Holdings;
  • Nalco in its $8 billion merger with Ecolab;
  • Hertz in its $2.3 billion unsolicited offer to acquire Dollar Thrifty;
  • Biovail Pharmaceuticals in its $6.5 billion merger of equals with Valeant Pharmaceuticals; and
  • Time Warner in its spin‑off of AOL.

Mr. Mariani was born in Shrewsbury, Massachusetts. He received his B.A. summa cum laude from Tufts University in 2004, where he was elected to Phi Beta Kappa, his J.D. from Columbia Law School in 2009, where he was an Articles Editor of the Business Law Review and a Stone Scholar, and his M.B.A. from Columbia Business School in 2009. Mr. Mariani joined Cravath in 2009 and became a partner in 2018.

Mr. Mariani may be reached by phone at +1‑212-474-1007 or by email at mmariani@cravath.com.

Mr. Mariani is admitted only in New York.

Contact
+1 (212) 474-1007
+1 (212) 474-3700