Cravath Publishes Summer 2026 Issue of Alumni Journal
July 15, 2014
On July 15, 2014, British American Tobacco (“BAT”) announced that it has agreed to invest approximately US$4.7 billion as part of Reynolds American’s proposed acquisition of Lorillard, enabling BAT to maintain its 42% ownership in Reynolds American following the acquisition. The boards of both Reynolds American, an associate company of BAT, and Lorillard have announced the proposed purchase of Lorillard by Reynolds American for approximately US$27.4 billion, including the assumption of net debt, equivalent to US$68.88 per Lorillard share. Reynolds American also announced that it has reached an agreement with Imperial Tobacco under which Imperial has agreed to purchase the KOOL, Salem, Winston, Maverick and blu eCigs brands and other assets and liabilities for a total consideration of approximately $7.1 billion in cash.
Cravath represented BAT, which participated actively in all the negotiations in connection with these transactions. The completion of the transactions is subject to receipt of shareholder and regulatory approvals and satisfaction of other customary closing conditions.
The Cravath team was led by partners Philip A. Gelston and Ting S. Chen and included associates Amanda R. Fenster and Wenying Zhang on M&A matters; partner Michael L. Schler on tax matters; and partner Christine A. Varney and associate Katherine A. Rocco on antitrust matters. Summer associates Kayla K. Strong and Claudia J. Ricciardi also worked on M&A matters.
Deals & Cases
November 05, 2026
On November 5, 2026, Liberty Media Corporation (“Liberty Media”) announced that it has acquired all shares of Liberty Media’s high‑vote Series B common stock held by certain entities related to John C. Malone (the “Malone Holders”) in exchange for shares of Liberty Media’s low‑vote Series A common stock and shares of Liberty Media’s non‑voting Series C common stock. As a result of the transaction, the Malone Holders’ aggregate voting power in Liberty Media declined to approximately 3%, and no holder of Liberty Media common stock holds more than 9% of Liberty Media’s voting power, in each case, based on Liberty Media’s outstanding common stock as of October 30, 2026. The transaction was negotiated and approved by a special committee (the “Special Committee”) of Liberty Media’s board of directors consisting solely of disinterested and independent directors for purposes of Nevada law, advised by its own independent financial and legal advisors. Cravath is representing the Special Committee in connection with the transaction.
Deals & Cases
October 29, 2026
On October 29, 2026, ADT Inc. (“ADT”), a leading provider of security, interactive and smart home solutions serving residential and small business customers in the U.S., and Thrive Holdings, a permanent capital holding company focused on investing in established businesses and advancing their capabilities through technology, announced a definitive agreement under which Thrive Holdings will acquire ADT in an all‑cash transaction. The agreement values ADT at approximately $7.6 billion in equity value and $15.3 billion in enterprise value. Under the terms of the agreement, which ADT’s Board of Directors unanimously approved, ADT stockholders will receive $10.00 per share in cash upon completion. Following completion, ADT will become privately held and its common stock will cease trading on the New York Stock Exchange. Cravath is representing ADT in connection with the transaction.
Deals & Cases
August 31, 2026
On August 31, 2026, Aon, a leading global professional services firm, announced the signing of a definitive agreement to acquire USI, a leading provider of property & casualty, employee benefit, personal risk and retirement solutions for the middle market and the tenth largest U.S. insurance broker, from KKR and other shareholders for a total purchase price of $17 billion. Aon expects to fund the transaction, as well as related transaction expenses and other costs, with new debt raised across a range of maturities, subject to market conditions. The transaction has been unanimously approved by the Board of Directors of Aon and the Board of Directors of USI. Cravath is representing Aon in connection with the transaction.
Deals & Cases
March 31, 2026
On March 31, 2026, Biogen Inc. and Apellis Pharmaceuticals, Inc. announced that the companies have entered into a definitive agreement under which Biogen has agreed to acquire all outstanding shares of Apellis for $41.00 per share in cash at closing, or approximately $5.6 billion. Apellis stockholders will also receive a nontransferable CVR for each Apellis share held, entitling the holder to receive two payments of $2 per share each, contingent on certain annual global net sales thresholds being met for SYFOVRE®. Cravath is representing Biogen in connection with the transaction.
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