On December 10, 2020, the Austria‑based binderholz Group, a leading European company for solid wood products and innovative building solutions, announced it had entered into a definitive agreement to purchase substantially all the assets of the North Carolina‑based sawmill operator Klausner Lumber Two, LLC after prevailing in an auction held on December 10, 2020. Klausner Lumber Two, LLC is currently in Chapter 11 proceedings in the U.S. Bankruptcy Court for the District of Delaware. The sale, which was made pursuant to Section 363 of the United States Bankruptcy Code, was approved by the court on December 17, 2020 and closed on January 8, 2021. Cravath is representing binderholz Group in connection with the transaction.

On January 19, 2021, the New York Appellate Division, First Department, affirmed the complete dismissal of claims against Cravath client Goldman Sachs (“Goldman”) by the New York State Supreme Court’s Commercial Division in May 2020. Those claims by Goldman’s former client, United Natural Foods, Inc. (“UNFI”), alleged breach of contract and fraud relating to Goldman’s handling of the syndication of a term loan that UNFI used to finance its $3 billion acquisition of SuperValu Inc. UNFI sought to recover damages in excess of $230 million, representing recoupment of fees paid and other costs of syndication, as well as incremental interest costs it expects to pay over the life of the loan.

Cravath represented the initial purchasers, led by Morgan Stanley, BofA Securities, Goldman Sachs & Co. LLC, Citigroup, Fifth Third Securities, Scotiabank, US Bancorp and Deutsche Bank Securities, in connection with the $535 million 144A/Reg. S high‑yield senior notes offering of Valvoline Inc., a worldwide marketer and supplier of engine and automotive maintenance products and services. The transaction closed on January 4, 2021.

On January 14, 2021, Cravath presiding partner Faiza J. Saeed was named The American Lawyer’s 2020 Corporate Lawyer of the Year. Noting her long tenure as “one of the nation’s preeminent M&A lawyers,” The American Lawyer cited her representation of clients including Disney in its $85 billion acquisition of 21st Century Fox and the Board Committee of Viacom in Viacom’s $30 billion merger with CBS.

On January 13, 2021, Cravath partner David J. Kappos spoke at the “Complex IP Licensing Transactions” webinar, which was hosted by Intellectual Property Resources as part of their In‑House IP Managers Forum Webinar series. Dave discussed complex intellectual property licensing agreements across industries and jurisdictions, including the United States and Israel. The webinar examined the benefits and risks of licensing in complex interactions and how to best structure and negotiate agreements to ensure effective results for both licensor and licensee.

On January 13, 2021, Cravath partner Faiza J. Saeed spoke on a panel at The Wall Street Journal’s CFO Network Summit, which brought together leading corporate executives, lawyers and other financial professionals to explore business transformations during historic economic and health crises. The panel on which Faiza spoke, entitled “M&A: The Outlook,” covered emerging trends in M&A as a result of the COVID‑19 pandemic, recent activism activity and the ways in which CFOs can advise on company strategy through corporate transactions.

On January 7, 2021, the U.S. Department of Transportation’s National Highway Traffic Safety Administration (“NHTSA”) published an annual report on the State of the Takata Airbag Recalls, issued by independent monitor and Cravath partner John D. Buretta.

Cravath partner David J. Kappos authored an article entitled “In Appreciation of Positive Changes to SEP Landscape – Recognizing the Outgoing Administration’s Accomplishments,” which was published to the website of intellectual property business media platform IAM on January 11, 2021. The article discusses the outgoing presidential administration’s contributions to antitrust and intellectual property policies relating to standard‑essential patents (“SEPs”), which were engineered by the Department of Justice and the U.S. Patent & Trademark Office. Dave encouraged the incoming administration to continue its predecessor’s “pro‑innovation approach,” which includes a greater balance between the interests of innovators and implementers and the availability of contractual remedies in fair, reasonable and non‑discriminatory (“FRAND”) disputes.

On January 11, 2021, IBM announced that it has acquired 7Summits, a leading Salesforce consultancy with more than a decade of delivering digital experiences across industries. The acquisition extends IBM’s portfolio of Salesforce services and experience design capabilities and further advances IBM’s hybrid cloud and AI strategy. Cravath represented IBM in connection with the transaction.

Cravath represented the initial purchasers in connection with the $2.8 billion 144A/Reg. S high‑yield senior secured notes offering of CHS/Community Health Systems, Inc. CHS/Community Health Systems, Inc., together with its parent company, Community Health Systems, Inc., is one of the largest publicly traded operators of hospitals in the United States in terms of number of facilities and net operating revenues. The transaction closed on December 28, 2020.

On January 8, 2021, Roku, Inc. announced that The Roku Channel will become the exclusive place to stream more than 75 premium shows and documentaries that Quibi, a streaming platform designed to deliver short‑form content, created in conjunction with Hollywood’s leading studios and production companies. Roku acquired the exclusive global distribution rights to Quibi’s award‑winning shows and will make the content available for free on an ad‑supported basis in 2021 to all Roku users. Following an internal restructuring by Quibi, Roku acquired Quibi Holdings, LLC, the company that holds all of Quibi’s content distribution rights. Cravath is representing Quibi in connection with the transaction.

Cravath represented Fortress Transportation and Infrastructure Investors LLC (“FTAI”) in connection with its $400 million 144A/Reg. S high‑yield senior tack‑on 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. Cravath also represented FTAI in connection with its concurrent $300 million cash tender offer for outstanding high‑yield senior notes. The transactions closed on December 23, 2020.

On January 7, 2021, Cravath prepared for its clients a memo entitled “The Anti‑Money Laundering Act of 2020,” which reviews significant updates to anti‑money laundering laws outlined in the Anti‑Money Laundering Act of 2020 (the “Act”), which became law as part of the National Defense Authorization Act. The legislation introduces reforms to the Bank Secrecy Act and other anti‑money laundering laws, including increased penalties and enforcement, additional protections and incentives for whistleblowers, and expanded mechanisms for international information sharing and coordination. The memo also outlines a provision included in the Act which provides authority to the U.S. Securities and Exchange Commission to seek disgorgement in civil enforcement actions in federal court.

On January 6, 2021, AmerisourceBergen Corporation and Walgreens Boots Alliance, Inc. announced strategic agreements under which AmerisourceBergen will acquire the majority of Walgreens Boots Alliance’s Alliance Healthcare businesses for approximately $6.5 billion, comprised of $6.275 billion in cash and 2 million shares of AmerisourceBergen common stock. In addition, the companies have agreed to extend and expand their commercial agreements through 2029 to drive incremental growth. Cravath is representing AmerisourceBergen in connection with the transaction.

Cravath partners Rachel G. Skaistis and Lauren A. Moskowitz were named to Crain’s New York Business’s 2021 list of “Notable Women in Law,” which was published on December 21, 2020. The feature honors lawyers for their “professional achievements and pro bono work in industry and community organizations.”

Cravath represented Occidental Petroleum Corporation in connection with its $2 billion registered high‑yield senior notes offering, as well as its concurrent $2.3 billion cash tender offer and consent solicitation. Occidental Petroleum Corporation is an international oil and gas exploration and production company. The senior notes offering closed on December 22, 2020 and the tender offer expired on January 5, 2021.

Cravath represented the initial purchasers, J.P. Morgan Securities, HSBC, Citigroup, Credit Suisse and RBC Capital Markets, in connection with the $500 million 144A/Reg. S high‑yield senior secured notes offering of GrafTech Finance Inc., an indirect wholly owned subsidiary of GrafTech International Ltd., a leading manufacturer of high‑quality graphite electrode products. The transaction closed on December 22, 2020.

Cravath represented the underwriters, J.P. Morgan Securities, Jefferies, Credit Suisse and BTIG, in connection with the $217 million initial public offering of common stock of BioAtla, Inc., a biopharmaceutical company that develops highly specific and selective antibody‑based therapeutics for the treatment of solid tumor cancer. The transaction closed on December 18, 2020.

Cravath represented the underwriter, Morgan Stanley, in connection with the $77 million registered secondary common stock offering of GrafTech International Ltd., a leading manufacturer of high‑quality graphite electrode products. GrafTech International is an affiliate of Brookfield Asset Management Inc. The transaction closed on December 17, 2020.

Cravath represented New Fortress Energy Inc. in connection with its $300 million registered primary common stock offering. Cravath also represented New Fortress Energy, Inc. in connection with its concurrent $250 million 144A/Reg. S high‑yield senior secured notes offering. New Fortress Energy Inc. is a global integrated gas‑to‑power infrastructure company. The transactions closed on December 18, 2020 and December 17, 2020, respectively.