Outbrain’s Financing of its $1 Billion Acquisition of Teads

On July 22, 2024, Terex Corporation, a global manufacturer of materials processing machinery and aerial work platforms, announced it has signed a definitive agreement to acquire Dover Corporation’s Environmental Solutions Group, in a $2.0 billion all‑cash transaction. Cravath is representing the lead arranger and bookrunner of committed debt financing in connection with the transaction.

On July 9, 2024, Altus Group Limited (“Altus Group”), a leading provider of asset and fund intelligence for commercial real estate, announced that it has signed a definitive agreement to sell its global Property Tax business to Ryan, LLC (“Ryan”), a leading global tax services and software provider, for total cash consideration of C$700 million. In addition to the definitive agreement, Ryan has also committed to enter a C$15 million Altus Market Insights subscription agreement at the close of the transaction, with an initial three‑year term of C$5 million per year. Cravath is representing Altus Group as U.S. counsel in connection with the transaction.

On July 7, 2024, Paramount Global (“Paramount”), a leading global media, streaming and entertainment company, and Skydance Media (“Skydance”), a diversified media company founded to create high-quality, event-level entertainment for global audiences, announced that they have entered into a definitive agreement to form “New Paramount,” a next-generation media and technology leader, through a two-step transaction including the acquisition of National Amusements, Inc. (“NAI”), which holds the controlling share stake in Paramount, and subsequently a merger of Skydance and Paramount. Under the terms of the agreement, which has been approved by the Paramount Board of Directors, acting on the unanimous recommendation of the Special Committee of independent directors, and by NAI, Skydance will merge with Paramount in a transaction valuing New Paramount at an enterprise value of approximately $28 billion. Existing Skydance investors will receive 317 million newly issued Class B shares in New Paramount valuing Skydance at $4.75 billion based on $15 per Paramount Class B share. The Skydance Investor Group will invest up to $6 billion in offers to Class A and Class B stockholders, and use the additional capital to paydown debt and re-capitalize the balance sheet of New Paramount. NAI and its owners have entered into a definitive agreement to sell NAI to Skydance IG for $2.4 billion on a cash-free, debt-free basis. Cravath is representing the Paramount Special Committee in connection with the agreement.

Cravath represented the term loan facility administrative agent and revolving credit facility administrative agent in connection with $2.43 billion of upsized credit facilities made available to Pactiv Evergreen Inc. and certain of its subsidiaries. Pactiv Evergreen Inc. is a leading manufacturer and distributor of fresh foodservice and food merchandising products and fresh beverage cartons in North America. The facilities consisted of an upsized $1.1 billion revolving credit facility and an upsized $1.33 billion term loan facility. The transactions closed on May 1, 2024, and May 28, 2024.