Four Decades for Justice
November 21, 2023
On November 20, 2023, Amentum, a portfolio company of Lindsay Goldberg and American Securities, announced a definitive agreement to merge with Jacobs’ Critical Mission Solutions and Cyber and Intelligence businesses, creating a new leader in systems integration and technology solutions. The transaction, which is structured as an all‑stock, Reverse Morris Trust transaction, will result in a publicly traded combined organization with $13 billion in revenue and more than 53,000 employees in 83 countries. Cravath is representing Amentum in connection with the transaction.
The Cravath team is led by partners David J. Perkins, Maurio A. Fiore and Richard Hall and includes associates Richard E. Schwartz, Ryan S. Genkin, Trevor Lutzow and Benjamin B. Deutsch on M&A matters; partner Tatiana Lapushchik, of counsel Kimberly A. Grousset and associate Peter W. Kim on financing matters; partner Michael E. Mariani on capital markets matters; partners J. Leonard Teti II and Andrew T. Davis and associates Carlos Nicholas Obando and Christopher M. Winters on tax matters; partner Matthew J. Bobby and associates Jana I. Hymowitz and Molly E. Nichols on executive compensation and benefits matters; partner David J. Kappos and associates Carys J. Webb and Joanne Dynak on intellectual property matters; partner Margaret T. Segall and foreign associate attorney Jokin Beltran de Lubiano on antitrust matters; partner Michael L. Arnold on corporate governance matters; senior attorney Annmarie M. Terraciano and associate Star S. Gulant on environmental matters; and senior attorney Joyce Law and practice area attorneys Brian M. Budnick and Lauren Piechocki on real estate matters. Yeana Lee and Penina Su also worked on M&A matters and Oscar Porter also worked on executive compensation and benefits matters.
Deals & Cases
February 12, 2024
On February 12, 2024, CymaBay Therapeutics (“CymaBay”) and Gilead Sciences, Inc. (“Gilead”) announced a definitive agreement under which Gilead will acquire CymaBay for $32.50 per share in cash or a total equity value of $4.3 billion. The addition of CymaBay’s investigational lead product candidate, seladelpar for the treatment of primary biliary cholangitis, complements Gilead’s existing liver portfolio and aligns with its longstanding commitment to bringing transformational medicines to patients. Cravath is representing CymaBay in connection with the transaction.
Deals & Cases
February 06, 2024
On February 6, 2024, altafiber, provider of integrated communications solutions over its fiber‑optic network to residential and business customers in Ohio, Kentucky, and Indiana, and TowerBrook Capital Partners (“TowerBrook”), the New York and London‑based international investment firm, announced that TowerBrook has agreed to acquire CBTS, a leading North American provider of IT solutions and services, from altafiber. Cravath is representing altafiber in connection with the transaction.
Deals & Cases
December 20, 2023
On December 20, 2023, Aon plc (“Aon”), a leading global professional services firm, announced the signing of a definitive agreement to acquire NFP, a leading middle‑market property and casualty broker, benefits consultant, wealth manager and retirement plan advisor, from funds affiliated with NFP’s main capital sponsor, Madison Dearborn Partners, and funds affiliated with HPS Investment Partners. Under the terms of the transaction, Aon will acquire NFP for a total consideration estimated to be $13.4 billion at the time of close, which will be funded by $7 billion of cash and $6.4 billion of Aon stock. Cravath is representing Aon in connection with the transaction.
Deals & Cases
December 18, 2023
On December 18, 2023, ZimVie Inc. (“ZimVie”), a global life sciences leader in the dental and spine markets, announced it has entered into a definitive agreement to sell its spine business to H.I.G. Capital, a leading global alternative investment firm. Under the terms of the agreement, upon the closing of the transaction, ZimVie will receive $375 million in total consideration, comprised of $315 million in cash, subject to certain customary adjustments as set forth in the agreement, and $60 million in the form of a promissory note that will accrue interest at a rate of 10% per annum, compounded semi‑annually, payable in kind. Cravath is representing ZimVie in connection with the transaction.
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