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Four Decades for Justice

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Andrew T.
Davis

Partner, Tax

adavis@cravath.com
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Andrew T. Davis focuses his practice on the tax aspects of mergers and acquisitions, including SPAC, spin‑off and private equity transactions, as well as securities offerings.

Mr. Davis’s notable transactions include representing:

  • Afterpay in its $29 billion acquisition by Block;
  • AP WIP Investments in its $860 million acquisition by Landscape Acquisition;
  • AXA in its $15.3 billion acquisition of XL;
  • BDT in its majority investment in Marquette Transportation;
  • Cable One in the formation of Clearwave Fiber, a joint venture with GTCR, Stephens Capital Partners and The Pritzker Organization;
  • Cano Health shareholders, including members of management, in the $4.4 billion SPAC merger with Jaws Acquisition, which included an $800 million PIPE investment;
  • Deutsche Telekom in its Master Framework Agreement with SoftBank and T‑Mobile, pursuant to which DT consented to SoftBank’s sale of T‑Mobile shares for approximately $20 billion;
  • FactSet Research Systems in its $1.925 billion acquisition of CUSIP Global Services from S&P Global;
  • GW Pharmaceuticals in its $7.2 billion acquisition by Jazz Pharmaceuticals;
  • Hibu Group in the sale of its U.S. business to H.I.G. Capital;
  • The special committee of the Hudson board of directors in the sale of all remaining equity interests in Hudson to Dufry;
  • IBM in its acquisitions of AlchemyAPI and Blue Box Group;
  • Johnson & Johnson in connection with multiple transactions, including the separation of its Consumer Health business, its $16.6 billion acquisition of Abiomed, its $6.5 billion acquisition of Momenta, Ethicon’s $3.4 billion acquisition of Auris Health, its $30 billion acquisition of Actelion, its ¥230 billion acquisition of Ci:z, the $2.1 billion sale of LifeScan to Platinum Equity and the $2.8 billion sale of its Advanced Sterilization Products business to Fortive;
  • Just Eat Takeaway.com in its $7.3 billion acquisition of Grubhub;
  • Knorr-Bremse in its $149.5 million acquisition of R.H. Sheppard;
  • Lindsay Goldberg and its portfolio companies in connection with multiple transactions, including Summit Interconnect in its acquisition of Royal Circuit Solutions, the sale of Pixelle to H.I.G. Capital, the acquisition of a majority interest in Pike and its acquisition of VDM from ThyssenKrupp, as well as Amentum in its $1.9 billion acquisition of PAE and its acquisition of DynCorp International;
  • OLX Group in letgo’s combination with OfferUp of their U.S. businesses and OLX Brazil in its R$2.9 billion acquisition of Grupo ZAP;
  • Pitney Bowes in the sale of Borderfree to Global‑e and the $700 million sale of its Software Solutions business to Syncsort;
  • Prosus in its $1.8 billion acquisition of Stack Overflow and its $500 million PIPE investment in connection with Churchill II SPAC’s $1.5 billion merger with Skillsoft and acquisition of Global Knowledge;
  • Radius Global Infrastructure in its pending $3 billion acquisition by EQT Active Core Infrastructure and PSP Investments;
  • Richemont in its $1.1 billion PIPE investment in Farfetch, in partnership with Alibaba;
  • Robinhood in its initial public offering;
  • Robotic Research in its $228 million Series A financing round;
  • Scientific Games in the $6.05 billion sale of SG Lottery to Brookfield;
  • SMBC Aviation Capital in its $6.7 billion acquisition of Goshawk Aviation;
  • Unilever in its acquisition of OLLY and its $384 million acquisition of TAZO from Starbucks; and
  • Univision in its sale of a majority stake to Searchlight Capital and ForgeLight.

Mr. Davis was named a “Rising Star” by Law360 in 2022, recognizing him as one of five outstanding tax lawyers in the nation under the age of 40, and has been recognized for his work in the tax arena by The Legal 500 US. He is a frequent speaker on important developments in tax law and recently participated in a webinar entitled “Inflation Reduction Act - First Impressions,” hosted by the American Bar Association.

Mr. Davis is from Montclair, New Jersey. He received an A.B. summa cum laude from Princeton University in 2010, where he was elected to Phi Beta Kappa, a J.D. from Stanford Law School in 2014, where he was an Articles Editor of the Journal of Law, Business & Finance, and an LL.M. from New York University School of Law in 2020.

Mr. Davis joined Cravath in 2014. Following a one‑year clerkship with Hon. Guido Calabresi of the U.S. Court of Appeals for the Second Circuit, he returned to the Firm in 2016 and was elected a partner in 2021.

Mr. Davis’s notable transactions include representing:

  • Afterpay in its $29 billion acquisition by Block;
  • AP WIP Investments in its $860 million acquisition by Landscape Acquisition;
  • AXA in its $15.3 billion acquisition of XL;
  • BDT in its majority investment in Marquette Transportation;
  • Cable One in the formation of Clearwave Fiber, a joint venture with GTCR, Stephens Capital Partners and The Pritzker Organization;
  • Cano Health shareholders, including members of management, in the $4.4 billion SPAC merger with Jaws Acquisition, which included an $800 million PIPE investment;
  • Deutsche Telekom in its Master Framework Agreement with SoftBank and T‑Mobile, pursuant to which DT consented to SoftBank’s sale of T‑Mobile shares for approximately $20 billion;
  • FactSet Research Systems in its $1.925 billion acquisition of CUSIP Global Services from S&P Global;
  • GW Pharmaceuticals in its $7.2 billion acquisition by Jazz Pharmaceuticals;
  • Hibu Group in the sale of its U.S. business to H.I.G. Capital;
  • The special committee of the Hudson board of directors in the sale of all remaining equity interests in Hudson to Dufry;
  • IBM in its acquisitions of AlchemyAPI and Blue Box Group;
  • Johnson & Johnson in connection with multiple transactions, including the separation of its Consumer Health business, its $16.6 billion acquisition of Abiomed, its $6.5 billion acquisition of Momenta, Ethicon’s $3.4 billion acquisition of Auris Health, its $30 billion acquisition of Actelion, its ¥230 billion acquisition of Ci:z, the $2.1 billion sale of LifeScan to Platinum Equity and the $2.8 billion sale of its Advanced Sterilization Products business to Fortive;
  • Just Eat Takeaway.com in its $7.3 billion acquisition of Grubhub;
  • Knorr-Bremse in its $149.5 million acquisition of R.H. Sheppard;
  • Lindsay Goldberg and its portfolio companies in connection with multiple transactions, including Summit Interconnect in its acquisition of Royal Circuit Solutions, the sale of Pixelle to H.I.G. Capital, the acquisition of a majority interest in Pike and its acquisition of VDM from ThyssenKrupp, as well as Amentum in its $1.9 billion acquisition of PAE and its acquisition of DynCorp International;
  • OLX Group in letgo’s combination with OfferUp of their U.S. businesses and OLX Brazil in its R$2.9 billion acquisition of Grupo ZAP;
  • Pitney Bowes in the sale of Borderfree to Global‑e and the $700 million sale of its Software Solutions business to Syncsort;
  • Prosus in its $1.8 billion acquisition of Stack Overflow and its $500 million PIPE investment in connection with Churchill II SPAC’s $1.5 billion merger with Skillsoft and acquisition of Global Knowledge;
  • Radius Global Infrastructure in its pending $3 billion acquisition by EQT Active Core Infrastructure and PSP Investments;
  • Richemont in its $1.1 billion PIPE investment in Farfetch, in partnership with Alibaba;
  • Robinhood in its initial public offering;
  • Robotic Research in its $228 million Series A financing round;
  • Scientific Games in the $6.05 billion sale of SG Lottery to Brookfield;
  • SMBC Aviation Capital in its $6.7 billion acquisition of Goshawk Aviation;
  • Unilever in its acquisition of OLLY and its $384 million acquisition of TAZO from Starbucks; and
  • Univision in its sale of a majority stake to Searchlight Capital and ForgeLight.

Mr. Davis was named a “Rising Star” by Law360 in 2022, recognizing him as one of five outstanding tax lawyers in the nation under the age of 40, and has been recognized for his work in the tax arena by The Legal 500 US. He is a frequent speaker on important developments in tax law and recently participated in a webinar entitled “Inflation Reduction Act - First Impressions,” hosted by the American Bar Association.

Mr. Davis is from Montclair, New Jersey. He received an A.B. summa cum laude from Princeton University in 2010, where he was elected to Phi Beta Kappa, a J.D. from Stanford Law School in 2014, where he was an Articles Editor of the Journal of Law, Business & Finance, and an LL.M. from New York University School of Law in 2020.

Mr. Davis joined Cravath in 2014. Following a one‑year clerkship with Hon. Guido Calabresi of the U.S. Court of Appeals for the Second Circuit, he returned to the Firm in 2016 and was elected a partner in 2021.

Education

  • LL.M., 2020, New York University School of Law
  • J.D., 2014, Stanford Law School
  • A.B., 2010, Princeton University
    summa cum laude

Clerkships

  • Hon. Guido Calabresi, U.S. Court of Appeals for the Second Circuit

Admitted In

  • New York

Professional Affiliations

New York State Bar Association

Rankings

Law360

  • Rising Star: Tax (2022)

The Legal 500 US

  • International Tax (2022)
  • US Taxes: Non‑contentious (2022)

Deals & Cases

May 24, 2023

Kraft Heinz’s Registered Floating Rate Senior Notes Offering

Cravath represented the underwriters in connection with the €600 million registered floating rate senior notes offering of Kraft Heinz Foods Company, one of the largest food and beverage companies in the world at the time of the offering. The transaction closed on May 10, 2023.

Deals & Cases

May 17, 2023

nVent Finance S.à r.l.’s Registered Senior Notes Offering

Cravath represented the underwriters in connection with the $500 million registered senior notes offering of nVent Finance S.à r.l., a wholly owned subsidiary of nVent Electric plc, a leading global provider of electrical connection and protection solutions. The offering was made in connection with nVent’s previously announced acquisition of ECM Industries. The transaction closed on May 3, 2023.

Deals & Cases

May 15, 2023

Newcrest’s A$28.8 Billion Acquisition by Newmont

On May 15, 2023, Newcrest Mining Limited (“Newcrest”) announced it has entered into a binding scheme implementation deed with Newmont Corporation (“Newmont”), in relation to a proposal for Newmont to acquire 100% of the issued shares in Newcrest by way of a scheme of arrangement. Under the terms of the agreement, Newcrest shareholders will be entitled to receive 0.400 Newmont shares for each Newcrest share held (“Scheme Consideration”). In addition, Newcrest will be permitted to pay a franked special dividend of up to $1.10 per share on or around the implementation of the scheme of arrangement. The Scheme Consideration which would be received by Newcrest shareholders under the proposed transaction, when aggregated with the franked special dividend, represents an implied equity value of A$26.2 billion and enterprise value for Newcrest of A$28.8 billion. Cravath is representing Newcrest as U.S. counsel in connection with the transaction.

Deals & Cases

May 12, 2023

The Snyder Family’s Pending Sale of the Washington Commanders to Josh Harris and Partners

On May 12, 2023, the Washington Commanders and a partnership led by Josh Harris announced they have entered into a purchase and sale agreement which calls for Harris and partners to acquire the Washington Commanders from the Snyder family. The agreement is subject to NFL approval as well as the satisfaction of customary closing conditions. Cravath is representing the Snyder family in connection with the transaction.

Deals & Cases

April 03, 2023

Credit Facilities for Crane NXT, Co. and Crane Company in Connection with Spin‑Off of Crane Company from Crane Holdings, Co.

Cravath represented the arranger and the administrative agent in connection with the arrangement of $850 million of credit facilities, consisting of a $500 million revolving credit facility and a $350 million term loan facility, made available to Crane Holdings, Co. (which was renamed Crane NXT, Co.) on March 31, 2023 and the $800 million of credit facilities, consisting of a $500 million revolving credit facility and a $300 million term loan facility, made available to Crane Company on April 3, 2023.

Activities & Publications

May 10, 2023

Andrew Davis Speaks at the American Bar Association’s Tax Section 2023 May Tax Meeting

On May 6, 2023, Cravath partner Andrew T. Davis participated in the American Bar Association’s Tax Section 2023 May Tax Meeting, which was held from May 4‑6, 2023 in Washington, D.C. Andrew spoke on a panel entitled “Downstream Reorganizations,” which examined the special issues raised by downstream reorganizations, including those relating to step transaction principles, business purpose and continuity of business enterprise.

Activities & Publications

February 23, 2023

Andrew Davis Speaks at D.C. Bar’s 2023 “CAMT and M&A Transactions” Webinar

On February 21, 2023, Cravath partner Andrew T. Davis participated a webinar entitled “CAMT and M&A Transactions: Challenges, Issues and (lots of) Questions,” which was hosted by the D.C. Bar as part of its “Corporate Tax” webinar series. Andrew’s session reviewed the key considerations and uncertainties for M&A transactions arising out of the new corporate alternative minimum tax.

Activities & Publications

November 17, 2022

Len Teti, Andrew Davis and Arvind Ravichandran Speak at NYU’s 81st Institute on Federal Taxation

Cravath partners J. Leonard Teti II, Andrew T. Davis and Arvind Ravichandran participated in the 81st Institute on Federal Taxation, which was hosted by the New York University School of Professional Studies from November 13‑18, 2022 in San Diego and hosted leading professionals to discuss the latest trends and developments in federal tax matters. Len and Andrew spoke on a panel entitled “S Corporations Acquisitions Techniques,” which examined the structure of an S corp acquisition, including structuring techniques, diligence approaches, indemnity consideration and post‑closing audit issues. Arvind spoke on a panel entitled “Workouts and Bankruptcy Tax Planning for Partners and Partnerships,” which identified key tax considerations in common distressed partnership situations.

Activities & Publications

September 16, 2022

Andrew Davis Speaks at the American Bar Association’s Webinar on the Inflation Reduction Act

On September 13, 2022, Cravath partner Andrew Davis participated in a webinar entitled “Inflation Reduction Act - First Impressions,” hosted by the American Bar Association. Andrew spoke on a panel regarding the newly enacted corporate alternative minimum tax, with a focus on its impact on M&A transactions.

Activities & Publications

June 29, 2022

Andrew Davis Featured as a 2022 Tax Rising Star by Law360

On June 24, 2022, Cravath partner Andrew T. Davis was featured as part of Law360’s 2022 “Rising Stars” series as one of the top tax attorneys in the nation under the age of 40. The recognition highlights Andrew’s “lead role in structuring billion‑dollar acquisitions across the globe,” including Afterpay’s $29 billion acquisition by Block Inc. Andrew discussed how “helping translate very complicated rules [into] actionable advice” for clients is a rewarding aspect of his practice and provided insight into how the mergers and acquisitions landscape could be affected by global changes in tax policy.

Andrew T. Davis focuses his practice on the tax aspects of mergers and acquisitions, including SPAC, spin‑off and private equity transactions, as well as securities offerings.

Mr. Davis’s notable transactions include representing:

  • Afterpay in its $29 billion acquisition by Block;
  • AP WIP Investments in its $860 million acquisition by Landscape Acquisition;
  • AXA in its $15.3 billion acquisition of XL;
  • BDT in its majority investment in Marquette Transportation;
  • Cable One in the formation of Clearwave Fiber, a joint venture with GTCR, Stephens Capital Partners and The Pritzker Organization;
  • Cano Health shareholders, including members of management, in the $4.4 billion SPAC merger with Jaws Acquisition, which included an $800 million PIPE investment;
  • Deutsche Telekom in its Master Framework Agreement with SoftBank and T‑Mobile, pursuant to which DT consented to SoftBank’s sale of T‑Mobile shares for approximately $20 billion;
  • FactSet Research Systems in its $1.925 billion acquisition of CUSIP Global Services from S&P Global;
  • GW Pharmaceuticals in its $7.2 billion acquisition by Jazz Pharmaceuticals;
  • Hibu Group in the sale of its U.S. business to H.I.G. Capital;
  • The special committee of the Hudson board of directors in the sale of all remaining equity interests in Hudson to Dufry;
  • IBM in its acquisitions of AlchemyAPI and Blue Box Group;
  • Johnson & Johnson in connection with multiple transactions, including the separation of its Consumer Health business, its $16.6 billion acquisition of Abiomed, its $6.5 billion acquisition of Momenta, Ethicon’s $3.4 billion acquisition of Auris Health, its $30 billion acquisition of Actelion, its ¥230 billion acquisition of Ci:z, the $2.1 billion sale of LifeScan to Platinum Equity and the $2.8 billion sale of its Advanced Sterilization Products business to Fortive;
  • Just Eat Takeaway.com in its $7.3 billion acquisition of Grubhub;
  • Knorr-Bremse in its $149.5 million acquisition of R.H. Sheppard;
  • Lindsay Goldberg and its portfolio companies in connection with multiple transactions, including Summit Interconnect in its acquisition of Royal Circuit Solutions, the sale of Pixelle to H.I.G. Capital, the acquisition of a majority interest in Pike and its acquisition of VDM from ThyssenKrupp, as well as Amentum in its $1.9 billion acquisition of PAE and its acquisition of DynCorp International;
  • OLX Group in letgo’s combination with OfferUp of their U.S. businesses and OLX Brazil in its R$2.9 billion acquisition of Grupo ZAP;
  • Pitney Bowes in the sale of Borderfree to Global‑e and the $700 million sale of its Software Solutions business to Syncsort;
  • Prosus in its $1.8 billion acquisition of Stack Overflow and its $500 million PIPE investment in connection with Churchill II SPAC’s $1.5 billion merger with Skillsoft and acquisition of Global Knowledge;
  • Radius Global Infrastructure in its pending $3 billion acquisition by EQT Active Core Infrastructure and PSP Investments;
  • Richemont in its $1.1 billion PIPE investment in Farfetch, in partnership with Alibaba;
  • Robinhood in its initial public offering;
  • Robotic Research in its $228 million Series A financing round;
  • Scientific Games in the $6.05 billion sale of SG Lottery to Brookfield;
  • SMBC Aviation Capital in its $6.7 billion acquisition of Goshawk Aviation;
  • Unilever in its acquisition of OLLY and its $384 million acquisition of TAZO from Starbucks; and
  • Univision in its sale of a majority stake to Searchlight Capital and ForgeLight.

Mr. Davis was named a “Rising Star” by Law360 in 2022, recognizing him as one of five outstanding tax lawyers in the nation under the age of 40, and has been recognized for his work in the tax arena by The Legal 500 US. He is a frequent speaker on important developments in tax law and recently participated in a webinar entitled “Inflation Reduction Act - First Impressions,” hosted by the American Bar Association.

Mr. Davis is from Montclair, New Jersey. He received an A.B. summa cum laude from Princeton University in 2010, where he was elected to Phi Beta Kappa, a J.D. from Stanford Law School in 2014, where he was an Articles Editor of the Journal of Law, Business & Finance, and an LL.M. from New York University School of Law in 2020.

Mr. Davis joined Cravath in 2014. Following a one‑year clerkship with Hon. Guido Calabresi of the U.S. Court of Appeals for the Second Circuit, he returned to the Firm in 2016 and was elected a partner in 2021.

Mr. Davis’s notable transactions include representing:

  • Afterpay in its $29 billion acquisition by Block;
  • AP WIP Investments in its $860 million acquisition by Landscape Acquisition;
  • AXA in its $15.3 billion acquisition of XL;
  • BDT in its majority investment in Marquette Transportation;
  • Cable One in the formation of Clearwave Fiber, a joint venture with GTCR, Stephens Capital Partners and The Pritzker Organization;
  • Cano Health shareholders, including members of management, in the $4.4 billion SPAC merger with Jaws Acquisition, which included an $800 million PIPE investment;
  • Deutsche Telekom in its Master Framework Agreement with SoftBank and T‑Mobile, pursuant to which DT consented to SoftBank’s sale of T‑Mobile shares for approximately $20 billion;
  • FactSet Research Systems in its $1.925 billion acquisition of CUSIP Global Services from S&P Global;
  • GW Pharmaceuticals in its $7.2 billion acquisition by Jazz Pharmaceuticals;
  • Hibu Group in the sale of its U.S. business to H.I.G. Capital;
  • The special committee of the Hudson board of directors in the sale of all remaining equity interests in Hudson to Dufry;
  • IBM in its acquisitions of AlchemyAPI and Blue Box Group;
  • Johnson & Johnson in connection with multiple transactions, including the separation of its Consumer Health business, its $16.6 billion acquisition of Abiomed, its $6.5 billion acquisition of Momenta, Ethicon’s $3.4 billion acquisition of Auris Health, its $30 billion acquisition of Actelion, its ¥230 billion acquisition of Ci:z, the $2.1 billion sale of LifeScan to Platinum Equity and the $2.8 billion sale of its Advanced Sterilization Products business to Fortive;
  • Just Eat Takeaway.com in its $7.3 billion acquisition of Grubhub;
  • Knorr-Bremse in its $149.5 million acquisition of R.H. Sheppard;
  • Lindsay Goldberg and its portfolio companies in connection with multiple transactions, including Summit Interconnect in its acquisition of Royal Circuit Solutions, the sale of Pixelle to H.I.G. Capital, the acquisition of a majority interest in Pike and its acquisition of VDM from ThyssenKrupp, as well as Amentum in its $1.9 billion acquisition of PAE and its acquisition of DynCorp International;
  • OLX Group in letgo’s combination with OfferUp of their U.S. businesses and OLX Brazil in its R$2.9 billion acquisition of Grupo ZAP;
  • Pitney Bowes in the sale of Borderfree to Global‑e and the $700 million sale of its Software Solutions business to Syncsort;
  • Prosus in its $1.8 billion acquisition of Stack Overflow and its $500 million PIPE investment in connection with Churchill II SPAC’s $1.5 billion merger with Skillsoft and acquisition of Global Knowledge;
  • Radius Global Infrastructure in its pending $3 billion acquisition by EQT Active Core Infrastructure and PSP Investments;
  • Richemont in its $1.1 billion PIPE investment in Farfetch, in partnership with Alibaba;
  • Robinhood in its initial public offering;
  • Robotic Research in its $228 million Series A financing round;
  • Scientific Games in the $6.05 billion sale of SG Lottery to Brookfield;
  • SMBC Aviation Capital in its $6.7 billion acquisition of Goshawk Aviation;
  • Unilever in its acquisition of OLLY and its $384 million acquisition of TAZO from Starbucks; and
  • Univision in its sale of a majority stake to Searchlight Capital and ForgeLight.

Mr. Davis was named a “Rising Star” by Law360 in 2022, recognizing him as one of five outstanding tax lawyers in the nation under the age of 40, and has been recognized for his work in the tax arena by The Legal 500 US. He is a frequent speaker on important developments in tax law and recently participated in a webinar entitled “Inflation Reduction Act - First Impressions,” hosted by the American Bar Association.

Mr. Davis is from Montclair, New Jersey. He received an A.B. summa cum laude from Princeton University in 2010, where he was elected to Phi Beta Kappa, a J.D. from Stanford Law School in 2014, where he was an Articles Editor of the Journal of Law, Business & Finance, and an LL.M. from New York University School of Law in 2020.

Mr. Davis joined Cravath in 2014. Following a one‑year clerkship with Hon. Guido Calabresi of the U.S. Court of Appeals for the Second Circuit, he returned to the Firm in 2016 and was elected a partner in 2021.

Education

  • LL.M., 2020, New York University School of Law
  • J.D., 2014, Stanford Law School
  • A.B., 2010, Princeton University
    summa cum laude

Clerkships

  • Hon. Guido Calabresi, U.S. Court of Appeals for the Second Circuit

Admitted In

  • New York

Professional Affiliations

New York State Bar Association

Rankings

Law360

  • Rising Star: Tax (2022)

The Legal 500 US

  • International Tax (2022)
  • US Taxes: Non‑contentious (2022)

Deals & Cases

May 24, 2023

Kraft Heinz’s Registered Floating Rate Senior Notes Offering

Cravath represented the underwriters in connection with the €600 million registered floating rate senior notes offering of Kraft Heinz Foods Company, one of the largest food and beverage companies in the world at the time of the offering. The transaction closed on May 10, 2023.

Deals & Cases

May 17, 2023

nVent Finance S.à r.l.’s Registered Senior Notes Offering

Cravath represented the underwriters in connection with the $500 million registered senior notes offering of nVent Finance S.à r.l., a wholly owned subsidiary of nVent Electric plc, a leading global provider of electrical connection and protection solutions. The offering was made in connection with nVent’s previously announced acquisition of ECM Industries. The transaction closed on May 3, 2023.

Deals & Cases

May 15, 2023

Newcrest’s A$28.8 Billion Acquisition by Newmont

On May 15, 2023, Newcrest Mining Limited (“Newcrest”) announced it has entered into a binding scheme implementation deed with Newmont Corporation (“Newmont”), in relation to a proposal for Newmont to acquire 100% of the issued shares in Newcrest by way of a scheme of arrangement. Under the terms of the agreement, Newcrest shareholders will be entitled to receive 0.400 Newmont shares for each Newcrest share held (“Scheme Consideration”). In addition, Newcrest will be permitted to pay a franked special dividend of up to $1.10 per share on or around the implementation of the scheme of arrangement. The Scheme Consideration which would be received by Newcrest shareholders under the proposed transaction, when aggregated with the franked special dividend, represents an implied equity value of A$26.2 billion and enterprise value for Newcrest of A$28.8 billion. Cravath is representing Newcrest as U.S. counsel in connection with the transaction.

Deals & Cases

May 12, 2023

The Snyder Family’s Pending Sale of the Washington Commanders to Josh Harris and Partners

On May 12, 2023, the Washington Commanders and a partnership led by Josh Harris announced they have entered into a purchase and sale agreement which calls for Harris and partners to acquire the Washington Commanders from the Snyder family. The agreement is subject to NFL approval as well as the satisfaction of customary closing conditions. Cravath is representing the Snyder family in connection with the transaction.

Deals & Cases

April 03, 2023

Credit Facilities for Crane NXT, Co. and Crane Company in Connection with Spin‑Off of Crane Company from Crane Holdings, Co.

Cravath represented the arranger and the administrative agent in connection with the arrangement of $850 million of credit facilities, consisting of a $500 million revolving credit facility and a $350 million term loan facility, made available to Crane Holdings, Co. (which was renamed Crane NXT, Co.) on March 31, 2023 and the $800 million of credit facilities, consisting of a $500 million revolving credit facility and a $300 million term loan facility, made available to Crane Company on April 3, 2023.

Activities & Publications

May 10, 2023

Andrew Davis Speaks at the American Bar Association’s Tax Section 2023 May Tax Meeting

On May 6, 2023, Cravath partner Andrew T. Davis participated in the American Bar Association’s Tax Section 2023 May Tax Meeting, which was held from May 4‑6, 2023 in Washington, D.C. Andrew spoke on a panel entitled “Downstream Reorganizations,” which examined the special issues raised by downstream reorganizations, including those relating to step transaction principles, business purpose and continuity of business enterprise.

Activities & Publications

February 23, 2023

Andrew Davis Speaks at D.C. Bar’s 2023 “CAMT and M&A Transactions” Webinar

On February 21, 2023, Cravath partner Andrew T. Davis participated a webinar entitled “CAMT and M&A Transactions: Challenges, Issues and (lots of) Questions,” which was hosted by the D.C. Bar as part of its “Corporate Tax” webinar series. Andrew’s session reviewed the key considerations and uncertainties for M&A transactions arising out of the new corporate alternative minimum tax.

Activities & Publications

November 17, 2022

Len Teti, Andrew Davis and Arvind Ravichandran Speak at NYU’s 81st Institute on Federal Taxation

Cravath partners J. Leonard Teti II, Andrew T. Davis and Arvind Ravichandran participated in the 81st Institute on Federal Taxation, which was hosted by the New York University School of Professional Studies from November 13‑18, 2022 in San Diego and hosted leading professionals to discuss the latest trends and developments in federal tax matters. Len and Andrew spoke on a panel entitled “S Corporations Acquisitions Techniques,” which examined the structure of an S corp acquisition, including structuring techniques, diligence approaches, indemnity consideration and post‑closing audit issues. Arvind spoke on a panel entitled “Workouts and Bankruptcy Tax Planning for Partners and Partnerships,” which identified key tax considerations in common distressed partnership situations.

Activities & Publications

September 16, 2022

Andrew Davis Speaks at the American Bar Association’s Webinar on the Inflation Reduction Act

On September 13, 2022, Cravath partner Andrew Davis participated in a webinar entitled “Inflation Reduction Act - First Impressions,” hosted by the American Bar Association. Andrew spoke on a panel regarding the newly enacted corporate alternative minimum tax, with a focus on its impact on M&A transactions.

Activities & Publications

June 29, 2022

Andrew Davis Featured as a 2022 Tax Rising Star by Law360

On June 24, 2022, Cravath partner Andrew T. Davis was featured as part of Law360’s 2022 “Rising Stars” series as one of the top tax attorneys in the nation under the age of 40. The recognition highlights Andrew’s “lead role in structuring billion‑dollar acquisitions across the globe,” including Afterpay’s $29 billion acquisition by Block Inc. Andrew discussed how “helping translate very complicated rules [into] actionable advice” for clients is a rewarding aspect of his practice and provided insight into how the mergers and acquisitions landscape could be affected by global changes in tax policy.

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