Cravath’s London Office Moves to 100 Cheapside
Cravath represented Atlas Air Worldwide Holdings, Inc. in connection with its US$289 million registered convertible senior debt offering. Cravath also represented Atlas in connection with its concurrent convertible note hedge and warrant transactions that are expected generally to reduce the potential dilution to the Atlas common stock upon conversion of the notes and/or offset potential cash payments Atlas is required to make in excess of the principal amount of the converted notes in the event that the market value per share of Atlas common stock is greater than the strike price of the convertible note hedge transactions. Atlas Air Worldwide Holdings, Inc. is a leading global provider of outsourced aircraft and aviation operating services. The transaction closed on May 23, 2017.
The Cravath team included partner Andrew J. Pitts, senior attorney Elizabeth Albert and associates Samuel P. Niles and Rebecca D. Stacker on securities matters and associate Richard Bohm on tax matters.
Deals & Cases
January 31, 2024
Cravath represented Forward Air Corporation in connection with $1.525 billion of senior secured credit facilities and $725 million of 144A/Reg. S high‑yield senior secured notes in connection with its acquisition of Omni Logistics. Forward Air Corporation is a leading asset‑light freight and logistics company. The acquisition closed on January 25, 2024.
Deals & Cases
January 24, 2024
On January 22, 2024, Forward Air Corporation (“Forward”) announced an agreement with Omni Logistics, LLC (“Omni”), a private company that is majority owned by Ridgemont Equity Partners and EVE Partners, LLC, to amend the terms of the existing merger agreement relating to their previously announced acquisition. This agreement ends the litigation between the parties, which will now be dismissed. Under the terms of the amended merger agreement, Omni shareholders will receive $20 million in cash, instead of the $150 million initially agreed, and 35% of Forward’s pro forma common equity (on a fully‑diluted, as‑converted basis), as compared to the 37.7% of Forward’s pro forma common equity (on a fully‑diluted, as‑converted basis) contemplated by the original agreement. Cravath is representing Forward in connection with the transaction and related litigation.
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