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News & Insights

The Walt Disney Company’s $18.1 Billion Exchange Offer

April 01, 2019

Cravath represented The Walt Disney Company in connection with offers by TWDC Holdco 613 Corp. (“New Disney”), a wholly‑owned subsidiary of The Walt Disney Company, to exchange any and all outstanding notes issued by 21st Century Fox America, Inc. (the “21CFA Notes”) for up to $18.1 billion aggregate principal amount of new notes to be issued by New Disney and cash, and solicitations of consents to amend the indentures governing the 21CFA Notes. This exchange offer was made in connection with The Walt Disney Company’s acquisition of Twenty‑First Century Fox, Inc. The offer closed on March 20, 2019.

The Cravath team included partner Nicholas A. Dorsey and associates Virginie Marier, Dominic V. Capasso, Katharine A. Patterson and Samyel Lee on securities matters, and partners Stephen L. Gordon and Lauren Angelilli and associates Peter W. Rogers and Rebecca L. Fine on tax matters.

Related Practices & Industries

  • Corporate
  • Capital Markets
  • Tax
  • Media and Entertainment

People

Photo
Name
Nicholas A. Dorsey
Title
Corporate
Title
Partner
Email
ndorsey@cravath.com
Phone
+1-212-474-1764
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    Education

    • J.D., 2009, Cornell Law School
      Order of the Coif, summa cum laude
    • M.Acc., 2006, Case Western Reserve University
      summa cum laude
    • B.S., 2006, Case Western Reserve University
      summa cum laude

    Admitted In

    • New York
    Name
    Lauren Angelilli
    Title
    Tax
    Title
    Partner
    Email
    langelilli@cravath.com
    Phone
    +1-212-474-1016
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      Education

      • J.D., 2000, Harvard Law School
        cum laude
      • B.S., 1996, The Wharton School of the University of Pennsylvania
        magna cum laude

      Admitted In

      • New York
      Photo
      Name
      Virginie Marier
      Title
      Corporate
      Title
      European Counsel
      Email
      vmarier@cravath.com
      Phone
      +44-20-7453-1056
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        Education

        • LL.B., 2010, McGill University, Faculty of Law
        • B.C.L., 2010, McGill University, Faculty of Law
        • B.A., 2006, Yale College
          magna cum laude

        Admitted In

        • New York
        Photo
        Name
        Stephen L. Gordon
        Title
        Tax
        Title
        Retired Partner
        Email
        gordon@cravath.com
        Phone
        +1-212-474-1999
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          Education

          • J.D., 1981, Harvard Law School
            cum laude
          • A.B., 1978, Cornell University
            cum laude

          Related News & Insights

          Deals & Cases

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          Disney’s Combination of its Hulu + Live TV Business with Fubo

          On January 6, 2025, The Walt Disney Company (“Disney”) and FuboTV Inc. (“Fubo) announced that they have entered into a definitive agreement for Disney to combine its Hulu + Live TV business with Fubo, forming a combined virtual MVPD company of which Disney will become the majority owner.

          Deals & Cases

          April 04, 2024

          Disney’s Successful Proxy Contest Against Trian and Blackwells

          On April 3, 2024, The Walt Disney Company (“Disney”) announced that, based on the tabulation of its proxy solicitor, it appears that Disney’s full slate of 12 directors has been elected by a substantial margin over the nominees of Trian and Blackwells at Disney’s 2024 Annual Meeting of Shareholders. Cravath is representing Disney in connection with this matter.

          Deals & Cases

          August 08, 2023

          ESPN’s Agreement with PENN Entertainment to Launch ESPN BET

          On August 8, 2023, ESPN announced an agreement with PENN Entertainment (“PENN”) to launch ESPN BET, a branded sportsbook for fans in the United States. PENN Entertainment will rebrand its current sportsbook and relaunch as ESPN BET, effective this Fall in the 16 legalized betting states where PENN Entertainment is licensed. The rebrand includes the mobile app, website, and mobile website. In connection with the transaction, PENN Entertainment has agreed to grant ESPN warrants to purchase approximately 31.8 million PENN common shares that will vest ratably over 10 years, with the potential for ESPN to receive additional bonus warrants to purchase up to an additional approximately 6.4 million PENN common shares. ESPN is 80 percent owned by ABC, Inc., an indirect subsidiary of The Walt Disney Company. Cravath is representing The Walt Disney Company (“Disney”) in connection with the transaction.

          Cravath Bicentennial

          Celebrating 200 years of partnership. In 2019, we celebrated our bicentennial. Our history mirrors that of our nation. Integral to our story is our culture.

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