Cravath Publishes Winter 2026 Issue of Alumni Journal
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.
The Cravath team is led by partner Robert I. Townsend III and includes associates Jin‑Kyu Baek, Edward O. Minturn and Temiloluwa A. Dele‑Dare on M&A matters; partners Andrew J. Pitts and C. Daniel Haaren and associates Ellen H. Park, Alejandro J. Garcia and Evan S. Gabor on capital markets matters; partner Ronald E. Creamer Jr. on tax matters; partners Eric W. Hilfers and Matthew J. Bobby and associates Christopher C. Gonnella and Anna Mikaelyan on executive compensation and benefits matters; partner Margaret T. Segall, of counsel Jesse M. Weiss, practice area attorney Nicole M. Peles and foreign associate attorney Stijn de Jong on regulatory matters; partner Sasha Rosenthal‑Larrea and associate Kathryn‑Ann Stamm on intellectual property matters; of counsel Kimberley S. Drexler and associate Zekariah P. McNeal on corporate governance matters; senior attorney Joyce Law and practice area attorney Brian M. Budnick on real estate matters; and senior attorney Annmarie M. Terraciano on environmental matters. Benjamin B. Arcano also worked on M&A matters and Jamie H. Lee also worked on tax matters.
Deals & Cases
February 18, 2026
On February 17, 2026, Tenax Aerospace Acquisition, LLC (“Tenax”) and Air Industries Group (“Air”) jointly announced that they have entered into an Agreement and Plan of Merger to combine Tenax’s special mission aviation business with Air’s precision aerospace manufacturing business. At the time of the merger, Air will issue shares of its common stock to holders of Tenax membership units. After the closing, Tenax shareholders are expected to own approximately 95% of Air’s outstanding shares while existing Air shareholders are expected to own approximately 5%, and the combined company expects to remain listed on the NYSE American under the symbol AIRI. Cravath is representing Tenax in connection with the transaction.
Deals & Cases
February 17, 2026
On February 17, 2026, Kennedy‑Wilson Holdings, Inc. (“Kennedy Wilson”) and Fairfax Financial Holdings Limited (“Fairfax”) jointly announced that Kennedy Wilson has entered into a definitive agreement to be acquired, in an all cash‑transaction, by an entity affiliated with a consortium led by William McMorrow, Chairman and Chief Executive Officer of Kennedy Wilson, and certain other senior executives of Kennedy Wilson (collectively, the “KW Management Group”), together with Fairfax (collectively, the “Consortium”).
Deals & Cases
February 17, 2026
On February 17, 2026, MTN Group Limited (“MTN”), Africa’s largest mobile network operator, announced that it has entered into an agreement with IHS Holding Limited (“IHS”), one of the largest independent owners, operators and developers of shared communications infrastructure in the world, to acquire the remaining shares of IHS not already owned by MTN in an all‑cash transaction at an offer price of $8.50 per IHS share, which implies an enterprise value of $6.2 billion. The structure of the transaction is intended such that, upon completion of IHS’ announced disposals of its Latin American businesses, MTN will acquire 100% of IHS’ African tower portfolio. Following the completion of the transaction, IHS will be de‑listed from the New York Stock Exchange. Cravath is representing MTN in connection with the transaction.
Deals & Cases
February 16, 2026
On February 16, 2026, Hapag‑Lloyd signed an agreement with Zim Integrated Shipping Services Ltd. (“ZIM”), the world’s 10th largest container shipping line, under which Hapag‑Lloyd will acquire 100% of ZIM’s shares for a consideration of $35 per share in cash. The total transaction value amounts to over $4 billion. As part of the transaction, FIMI Opportunity Funds will take ownership of a carved‑out Israeli container liner business. Cravath is representing Hapag‑Lloyd in connection with the transaction.
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