OMERS Private Equity’s Acquisition of Knight Commercial

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.

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.

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.

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.