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Nicholas A. Dorsey

Partner, Corporate

Nicholas A. Dorsey is a partner in Cravath’s Corporate Department. His practice primarily encompasses representing issuers and investment banking firms in connection with public and private offerings of securities and other financing transactions, as well as advising clients with respect to public disclosure, mergers and acquisitions and other corporate matters.

Mr. Dorsey’s notable financing transactions include representing:

  • Drug Royalty III LP 1 in its $100 million Rule 144A senior secured notes offering;
  • Disney in offers by its wholly‑owned subsidiary to exchange any and all outstanding notes issued by 21st Century Fox America for up to $18.1 billion of new notes in connection with Disney’s pending acquisition of 21st Century Fox;
  • the managers in the $2 billion 144A/Reg. S perpetual tier 1 contingent write‑down capital notes offering of Credit Suisse and the distributors in the $2 billion 144A/Reg. S offering of fixed rate/floating rate senior callable notes and floating rate senior callable notes and the $2 billion 144A/Reg. S fixed rate/floating rate senior notes offering of Credit Suisse;
  • the underwriters in the €450 million registered high‑yield senior notes offering of Chemours;
  • Graham Holdings in its $400 million 144A/Reg. S high‑yield senior notes offering;
  • Pacific Gas and Electric in its $2.5 billion 144A/Reg. S fixed and floating rate senior notes offering and subsequent registered offer to exchange up to $2.5 billion of unregistered outstanding notes for new registered ones;
  • the initial purchasers in the $1.1 billion 144A/Reg. S high‑yield senior notes offering of Navistar and the dealer manager in Navistar’s concurrent cash tender offer;
  • the initial purchasers in the $450 million 144A/Reg. S high‑yield senior notes offering of Gulfport Energy;
  • the arrangers in $2.3 billion of committed debt financing provided to Beacon Roofing Supply to finance the acquisition of Allied Building Products; the underwriter in the $360 million registered common stock offering of Beacon Roofing Supply; and the initial purchasers in the $300 million 144A/Reg. S high‑yield senior debt offering of Beacon Roofing Supply to finance the acquisition of CDRR Investors;
  • the underwriters in the $500 million registered high-yield senior debt offering of Centene; the initial purchasers in the $2.4 billion 144A/Reg. S high‑yield senior debt offering of Centene; and the solicitation agent in the consent solicitation of Health Net, a subsidiary of Centene;
  • the financial advisor in a debt exchange offer by Denbury Resources for certain of its senior subordinated notes;
  • the dealer managers in an exchange offer by Chesapeake Energy for certain of its outstanding senior unsecured notes;
  • the initial purchasers in the $750 million 144A/Reg. S senior debt offering of Expedia to finance the acquisition of HomeAway;
  • the initial purchasers in the $545 million 144A/Reg. S high‑yield senior debt offering of Team Health to finance the acquisition of IPC Healthcare;
  • the underwriters in the $800 million registered senior debt offering of Sherwin‑Williams;
  • Martin Marietta in its $700 million 144A/Reg. S senior floating rate and senior fixed rate debt offering and subsequent registered exchange offer;
  • Premier Foods in its £500 million 144A/Reg. S high‑yield debt offering;
  • Sisal Holding Istituto di Pagamento in its €275 million 144A/Reg. S high‑yield senior secured debt offering;
  • the initial purchasers in the €400 million 144A/Reg. S high‑yield senior secured debt offering of Smurfit Kappa;
  • the initial purchasers in the €735 million 144A/Reg. S high‑yield senior secured and senior subordinated debt offering of Techem;
  • AngloGold Ashanti in its $750 million registered debt offering;
  • Terra Firma in its £525 million 144A/Reg. S senior secured and senior high‑yield notes offering to finance the acquisition of Four Seasons Health Care;
  • Agrokor in its €300 million 144A/Reg. S high‑yield senior debt offering;
  • the initial purchasers in the £200 million 144A/Reg. S high‑yield senior secured debt offering of Lowell Group;
  • the initial purchasers in the $1 billion 144A/Reg. S high‑yield senior secured debt offering of Nara Cable;
  • Styrolution Group in its €480 million 144A/Reg. S high‑yield senior secured debt offering;
  • the underwriters in the $500 million registered senior debt offering of Allegheny Technology;
  • Costamare in its $160 million initial public offering of common stock;
  • the initial purchasers in the $3 billion 144A/Reg. S high‑yield senior secured and senior unsecured debt offering of Reynolds Group to partially finance the acquisition of Pactiv;
  • the underwriters in the $750 million registered senior debt offering of PNC and the $500 million registered senior debt offering, the $324 million offering by the United States Department of Treasury of warrants to purchase common stock of PNC, the $3.45 billion registered common stock offering and the $2 billion registered senior debt offering of PNC;
  • the underwriters in the $300 million registered debt offering of Advance Auto Parts;
  • the underwriters in the $500 million registered senior debt offering of AXIS Capital; and
  • the initial purchasers in the $640 million high‑yield senior debt offering of Level 3 Communications.

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

  • Technicolor in the $475 million sale of its Patent Licensing business to InterDigital;
  • Disney in its pending $85 billion acquisition of 21st Century Fox;
  • Linde in its $70 billion merger of equals with Praxair;
  • Johnson & Johnson in the $1.94 billion sale of its Cordis business to Cardinal Health;
  • Covance in its $6.2 billion sale to LabCorp;
  • Alliant Techsystems in the spin‑off of its Sporting Group to its shareholders and the merger of its Aerospace and Defense Groups with Orbital Sciences through a tax‑free Morris Trust merger of equals;
  • IBM in its acquisitions of Explorys and Cloudant and the $2.3 billion sale of its x86 server business to Lenovo; and
  • The Jones Group in its $2.2 billion sale to Sycamore Partners.

Mr. Dorsey was born in Canton, Ohio. He received his B.S. and M.Acc summa cum laude from Case Western Reserve University in 2006 and his J.D. summa cum laude from Cornell in 2009, where he was a Notes Editor of the Law Review and was elected to the Order of the Coif. Mr. Dorsey joined Cravath in 2009 and became a partner in 2018. He worked in the Firm’s London Office from 2011 to 2013 and is currently based in the Firm’s New York Office.

Mr. Dorsey may be reached by phone at +1‑212-474-1764 or by email at ndorsey@cravath.com.

Mr. Dorsey is admitted only in New York.

Contact
+1 (212) 474-1764
+1 (212) 474-3700