Four Decades for Justice
On September 6, 2022, ADT Inc. (“ADT”) and State Farm announced that State Farm has agreed to make a $1.2 billion equity investment in ADT to acquire 133.3 million shares of ADT’s common stock at $9 a share. In connection with State Farm’s equity investment, ADT will be commencing a self‑tender offer for up to 133.3 million shares of its outstanding common stock and Class B common stock at $9 per share, to be funded by the proceeds from the State Farm equity investment. After the equity investment and tender offer close, State Farm will own approximately 15% of ADT. Additionally, State Farm will commit $300 million to an opportunity fund to support product and technology innovation, customer growth and marketing, and Google has separately agreed to commit an incremental $150 million, raising its total success fund commitment to $300 million. Cravath is representing ADT in connection with the transactions.
The Cravath team is led by partners Robert I. Townsend III, O. Keith Hallam III and Sanjay Murti and includes associates Jin‑Kyu Baek, Edward O. Minturn and Temiloluwa A. Dele‑Dare on M&A matters; partners Andrew J. Pitts and C. Daniel Haaren and associates Ellen H. Park, Alejandro J. Garcia and Evan S. Gabor on capital markets matters; partner Ronald E. Creamer Jr. on tax matters; partners Eric W. Hilfers and Matthew J. Bobby and associates Christopher C. Gonnella and Anna Mikaelyan on executive compensation and benefits matters; partner Margaret T. Segall, of counsel Jesse M. Weiss, practice area attorney Nicole M. Peles and foreign associate attorney Stijn de Jong on regulatory matters; partner Sasha Rosenthal‑Larrea and associate Kathryn‑Ann Stamm on intellectual property matters; of counsel Kimberley S. Drexler and associate Zekariah P. McNeal on corporate governance matters; senior attorney Joyce Law and practice area attorney Brian M. Budnick on real estate matters; and senior attorney Annmarie M. Terraciano on environmental matters. Benjamin B. Arcano also worked on M&A matters and Jamie H. Lee also worked on tax matters.
Deals & Cases
September 18, 2023
On September 18, 2023, OMERS Private Equity announced the signing of a definitive agreement to acquire a majority stake in Knight Commercial, a leading provider of commercial restoration services. Cravath is representing OMERS Private Equity in connection with the transaction.
Deals & Cases
May 30, 2023
On May 30, 2023, Oshkosh Corporation (“Oshkosh”), a leading innovator of purpose‑built vehicles and equipment, announced that it has entered into a definitive agreement to acquire the AeroTech business (“AeroTech”) from JBT Corporation in an $800 million all‑cash transaction. AeroTech is a leading provider of aviation ground support products, gate equipment and airport services to commercial airlines, airports, air‑freight carriers, ground handling and military customers. Cravath is representing Oshkosh in connection with the transaction.
Deals & Cases
October 02, 2022
On October 1, 2022, RWE AG (“RWE”), a leading renewable energy company, signed a purchase agreement with Con Edison, Inc. to acquire all shares in Con Edison Clean Energy Businesses, Inc., a leading operator and developer of renewable energy plants in the United States, for a purchase price based on an enterprise value of $6.8 billion. Cravath is representing RWE, alongside Hengeler Mueller, in connection with the transaction.
Deals & Cases
September 06, 2022
On September 6, 2022, Texas Capital Bancshares, Inc. (“Texas Capital”) announced it has entered into a definitive agreement to sell BankDirect Capital Finance, LLC (“BankDirect”), its insurance premium finance subsidiary, to AFCO Credit Corporation (“AFCO”), an indirect wholly‑owned subsidiary of Truist Financial Corp. (“Truist”), in an all‑cash transaction for a purchase price of approximately $3.4 billion. This transaction represents the divestiture of the entire business unit including the equity interests of BankDirect and the associated loan balances held by Texas Capital Bank and no parent funding, deposits or capital will be transferred. Cravath is representing Texas Capital in connection with the transaction.
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