Cravath represented the initial purchasers in connection with the $400 million 144A/Reg. S high‑yield senior notes offering of Entegris, Inc. Entegris, Inc. is a leading global developer, manufacturer and supplier of microcontamination control products, specialty chemicals and advanced materials handling solutions for manufacturing processes in the semiconductor and other high‑technology industries. The transaction closed on April 30, 2021.

Cravath represented the initial purchasers in connection with the $320 million 144A/Reg. S high‑yield senior notes offering of goeasy Ltd., a leading full‑service provider of goods and alternative financial services. Proceeds of the offering were used to finance the acquisition of LendCare, one of Canada’s leading point‑of‑sale consumer financing providers. The transaction closed on April 29, 2021.

Cravath represented PG&E Corporation in connection with establishing its registered $400 million at‑the‑market common stock program. PG&E Corporation, through its subsidiary, Pacific Gas and Electric Company, engages in the sale and delivery of electricity and natural gas to customers in northern and central California. The transaction closed on April 30, 2021.

On May 12, 2021, Cravath partner John D. Buretta participated in the 2021 RegTeligence Symposium, which was hosted virtually by the Regulatory Compliance Association. John spoke alongside Securities and Exchange Commission and New York Stock Exchange representatives on a panel entitled “Regulatory Enforcement Initiatives in 2021 – Preparing For A Transitional Time,” which discussed SEC priorities and evolving market dynamics, including de‑SPAC disclosure considerations, ESG enforcement, and the digital asset and cryptocurrency regulatory landscape.

Lawdragon announced the inclusion of 32 Cravath partners in its 2021 list of the “500 Leading Dealmakers in America.” The list recognized lawyers who “set the pace for lawyering in the financial world” in the areas of M&A, capital markets, corporate governance, finance, private equity and investment funds, and tax, and noted the role of the honorees in negotiating deals to help businesses, brokering mergers and “combinations that preserved precious jobs and kept innovation afloat.”

Cravath represented the European Investment Bank (“EIB”) in connection with its $4 billion registered notes offering. The European Investment Bank, which functions as the bank of the European Union, supports projects that make a significant contribution to growth, employment, economic and social cohesion, and environmental sustainability, both in the EU and beyond. The notes were listed on the Luxembourg Stock Exchange. The transaction closed on April 27, 2021.

Lisa Siders is the Vice President of Tax at Natura &Co. After receiving both her MBA and her law degree, Lisa was recruited to Deloitte’s comprehensive tax solutions program and later pursued opportunities at EY and Praxair before moving to Avon, which was acquired by Natura &Co in 2019. In this episode of On Tax, she talks to host Len Teti about why she treats everyone she works with as a client, and how she has built and maintained professional relationships throughout her career.

Cravath represented the initial purchaser in connection with the $540 million 144A/Reg. S high-yield senior notes offering of Boyne USA, Inc., one of the largest owners and operators of mountain resorts in North America. Cravath also represented the dealer manager in connection with Boyne USA, Inc.’s concurrent $580 million cash tender offer. The transaction closed on April 26, 2021.

Cravath represented Fortress Transportation and Infrastructure Investors LLC ("FTAI") in connection with its $500 million 144A/Reg. S high-yield senior notes offering. FTAI, which is externally managed by an affiliate of Fortress Investment Group LLC, develops and acquires high quality infrastructure and equipment that is essential for the transportation of goods and people globally. The transaction closed on April 12, 2021.

Cravath represented the underwriters in connection with the $1 billion registered fixed-to-floating rate senior notes offering of The PNC Financial Services Group, Inc., one of the largest diversified financial services companies in the United States. The transaction closed on April 23, 2021.

Cravath represented the initial purchasers in connection with the $570 million Rule 144A/Reg. S high-yield senior secured notes offering of Uniti Group LP, Uniti Group Finance 2019 Inc. and CSL Capital, LLC. Uniti Group Inc., the parent company, is an internally managed REIT engaged in the acquisition and construction of mission critical infrastructure in the communications industry. The transaction closed on April 20, 2021.

In May 2021, Cravath published the latest edition of its Quarterly Review, which examines the Q1 2021 M&A, activism and corporate governance landscape. The Review provides an overview of activity in those areas, highlights notable cases in the M&A space, shares trends in activism activity and notes key developments in corporate governance over the period. The Q1 2021 edition considers the continued momentum of the strong global M&A market, resulting in the most active first quarter and highest deal value for a quarter in the United States in at least 20 years. The Review also notes the strong quarter for private equity and the increase in M&A activity and initial public offerings (“IPOs”) by special purpose acquisition companies (“SPACs”).

On May 5, 2021, IFLR1000, published by the International Financial Law Review as a “guide to the world’s leading financial and corporate law firms,” recognized Cravath partners Faiza J. Saeed, Tatiana Lapushchik and Alyssa K. Caples in their fourth annual “Women Leaders” guide. The publication recognizes the “most prominent” female lawyers working in financial and corporate transactions and contract, licensing and regulatory project work. The guide notes the honorees’ expertise, work on complex deals and leadership roles.

Cravath represented the initial purchasers in connection with the $750 million 144A/Reg. S high-yield senior subordinated notes offering of TransDigm Inc., a leading global designer, producer and supplier of highly engineered aircraft components. The transaction closed on April 21, 2021.

On May 4, 2021, Cravath prepared for its clients a memo entitled “The Federal Reserve, FDIC and OCC Release Proposal on Tax Allocation Agreements and Invite Comment,” which examined a newly proposed rule that would codify, and make additions to, existing guidance on income tax allocation agreements among banks and their holding companies and affiliates. The rule, proposed by the Federal Reserve Board, the Federal Deposit Insurance Corporation and the Office of the Comptroller of the Currency, would require any bank that files federal or state income tax returns as part of a consolidated group that includes members other than the bank and its subsidiaries to enter into a tax allocation agreement containing specified terms. The memo provides insight on general requirements included in the rule, required provisions for tax allocation agreements and other considerations relevant to banks during tax filing.

Cravath partners Mark I. Greene, Andrew J. Pitts and George A. Stephanakis served as contributing editors of the 2021 edition of “Getting the Deal Through: Securities Finance,” which provides an overview of capital markets in several jurisdictions around the globe. As part of their editorship, they authored the Global Overview and United States chapters with the assistance of Cravath capital markets associate Ddang Kim.

Cravath represented the underwriters in connection with the $1.233 billion initial public offering of common stock of agilon health, inc., a healthcare company that offers services to seniors through primary care physicians in communities in the United States. The shares were listed on the New York Stock Exchange. The transaction closed on April 19, 2021.

Cravath represented the underwriters in connection with the $400 million registered senior notes offering of Essential Utilities, Inc., a holding company for regulated utilities providing water, wastewater and natural gas distribution services. Essential Utilities, Inc. was formerly known as Aqua America, Inc. The transaction closed on April 19, 2021.

Cravath partner John W. White participated in Northwestern School of Law’s 48th annual Securities Regulation Institute, which was held virtually from January 25-27, 2021.

On April 30, 2021, John W. White spoke about Environmental, Social and Corporate Governance (“ESG”) disclosures under potential SEC mandates at an ESG roundtable discussion co-hosted by NYU School of Law’s Institute for Corporate Governance & Finance and NYU Stern’s Ross Institute of Accounting Research. During his session, John and his fellow panelists discussed “standard setting” strategies and how they should be designed and implemented.