Law360 Names Cravath a 2020 “Tax Practice Group of the Year”

On December 18, 2019, Peugeot S.A. (“Groupe PSA”) and Fiat Chrysler Automobiles N.V. (“FCA”) announced that they have entered into a definitive combination agreement to create the fourth largest global automotive manufacturer by volume and third largest by revenue. Upon completion of the transaction, Groupe PSA and FCA shareholders will each own 50 percent of the combined group’s Dutch‑domiciled parent company. Cravath is acting as U.S. counsel to Groupe PSA in connection with the transaction.

On June 22, 2020, Deutsche Telekom AG (“Deutsche Telekom”), SoftBank Group Corp. (“SoftBank”) and T‑Mobile US, Inc. (“T‑Mobile”) announced the execution of a Master Framework Agreement pursuant to which the parties are entering into a series of transactions. As of June 22, 2020, T‑Mobile had a market capitalization of approximately $133 billion, with Deutsche Telekom and SoftBank owning approximately 43% and 24%, respectively, of the outstanding T‑Mobile common stock, and with SoftBank's shares in T‑Mobile being subject to a voting proxy, lock-up and right of first refusal in favor of Deutsche Telekom. Among the transactions pursuant to the Master Framework Agreement, Deutsche Telekom granted its consent to SoftBank to allow SoftBank to monetize up to 198,314,426 shares of its T‑Mobile common stock, including through a registered public offering, an offering of mandatory exchangeable trust securities, a rights offering to public T‑Mobile shareholders not affiliated with SoftBank or Deutsche Telekom and the sale of shares to an entity controlled by Marcelo Claure; Deutsche Telekom received call options on an additional 101,491,623 shares of T‑Mobile common stock held by SoftBank; and SoftBank forfeited T‑Mobile governance rights under an amended stockholders' agreement. Cravath is representing Deutsche Telekom in connection with the transactions.

Cravath represented PG&E Corporation (“PG&E”) in connection with its $4.02 billion registered offering of common stock, $3.25 billion private placement of common stock and $1.45 billion registered offering of equity units. This tri‑tranche offering represents the largest utility equity offering in history. Cravath also represented PG&E in connection with the private placement of $523 million of forward stock purchase contracts, an innovative structure that served to backstop the underwriters’ greenshoe options in the public offerings. The combined proceeds of these offerings were used by PG&E to effectuate its emergence from chapter 11 proceedings. PG&E, through its subsidiary, Pacific Gas and Electric Company, engages in the sale and delivery of electricity and natural gas to over 16 million customers in northern and central California. The transactions closed on July 1, 2020.

On June 11, 2020, Unilever announced plans to unify its Group dual‑headed legal structure under a single parent company, Unilever PLC. Unification under Unilever PLC will be implemented through a cross‑border merger between Unilever PLC and Unilever N.V., both currently separate public companies, and will result in a streamlined company with one market capitalization, one class of shares and one global pool of liquidity, while maintaining Unilever’s listings on the Amsterdam, London and New York stock exchanges. The aim of unification is to create a simpler company with greater strategic flexibility, better positioned for future success. The combined company will have a market capitalization of over $150 billion based on current market values. Cravath is providing U.S. tax advice to The Unilever Group in connection with Unilever’s unification.