Claudia J.
Ricciardi

On March 17, 2025, PepsiCo, Inc. (“PepsiCo”) announced that it has entered into a definitive agreement to acquire poppi, a prebiotic soda brand, for $1.95 billion, including $300 million of anticipated cash tax benefits for a net purchase price of $1.65 billion. The transaction also includes an additional potential earnout consideration subject to the achievement of certain performance milestones within a specified period after closing of the transaction. Cravath is representing PepsiCo in connection with the transaction.

On January 29, 2025, Dowlais Group plc (“Dowlais”), a specialist engineering group focused on the automotive sector, and American Axle & Manufacturing Holdings, Inc. (“AAM”), a leading automotive and mobility supplier, announced that their boards have reached agreement on the terms of a recommended cash and share combination. Under the terms of the combination, each Dowlais shareholder will be entitled to receive 0.0863 new AAM shares, 42 pence in cash and up to 2.8 pence in the form of dividends to be paid prior to completion. Dowlais shareholders will own approximately 49% of AAM upon closing. The offer values Dowlais at approximately £1.16 billion.

On August 12, 2024, Scotiabank announced that it has entered into an agreement to acquire an approximate 14.9% pro-forma ownership stake in KeyCorp, a premier U.S. based financial services company, through an issuance of common shares at a price of $17.17 per share. The total cash consideration is approximately $2.8 billion. Cravath is representing Scotiabank in connection with the transaction.

On July 7, 2024, Paramount Global (“Paramount”), a leading global media, streaming and entertainment company, and Skydance Media (“Skydance”), a diversified media company founded to create high-quality, event-level entertainment for global audiences, announced that they have entered into a definitive agreement to form “New Paramount,” a next-generation media and technology leader, through a two-step transaction including the acquisition of National Amusements, Inc. (“NAI”), which holds the controlling share stake in Paramount, and subsequently a merger of Skydance and Paramount. Under the terms of the agreement, which has been approved by the Paramount Board of Directors, acting on the unanimous recommendation of the Special Committee of independent directors, and by NAI, Skydance will merge with Paramount in a transaction valuing New Paramount at an enterprise value of approximately $28 billion. Existing Skydance investors will receive 317 million newly issued Class B shares in New Paramount valuing Skydance at $4.75 billion based on $15 per Paramount Class B share. The Skydance Investor Group will invest up to $6 billion in offers to Class A and Class B stockholders, and use the additional capital to paydown debt and re-capitalize the balance sheet of New Paramount. NAI and its owners have entered into a definitive agreement to sell NAI to Skydance IG for $2.4 billion on a cash-free, debt-free basis. Cravath is representing the Paramount Special Committee in connection with the agreement.

On April 2, 2024, Endeavor Group Holdings, Inc. (“Endeavor”), a global sports and entertainment company, announced that it has entered into a definitive agreement to be acquired by Silver Lake, the global leader in technology investing, in partnership with the Endeavor management team and additional anchor investors. Cravath is representing the independent Special Committee of Endeavor’s board of directors in connection with the transaction.

On March 7, 2025, Cravath partners Faiza J. Saeed, Antony L. Ryan, Gary A. Bornstein, Wes Earnhardt, Yonatan Even, Daniel J. Cerqueira, David H. Korn and Claudia J. Ricciardi were named to Lawdragon’s inaugural list of “500 Leading Global Entertainment, Sports & Media Lawyers” in recognition of their work across Cravath’s Corporate and Litigation Departments advising clients in the entertainment, sports and media industries. The list, assembled based on research and vetting by peers, highlights leading lawyers who use their expertise to advise “hugely valuable clients as they extend their reach in a multimedia world.”

On February 6, 2025, Cravath partner Claudia J. Ricciardi participated in the International Bar Association’s 13th European Corporate and Private M&A Conference, which was held from February 6-7 in Paris. Claudia spoke on a panel entitled “Masterclass in Negotiating Price Mechanism Provisions,” which focused on the intricacies of negotiating price provisions, including a comprehensive look at strategies and considerations involved, key concepts and finding value in unexpected terms, and a mock negotiation.

Cravath partners Faiza J. Saeed, Daniel J. Cerqueira and Claudia J. Ricciardi were recognized in The Hollywood Reporter’s list of “Hollywood’s Top Dealmakers of 2024,” which was published in the December 4, 2024 issue of The Hollywood Reporter Magazine. The feature highlighted the dealmakers who made “the most impactful and intriguing mergers and acquisitions” happen in the industry this year. Faiza, Dan and Claudia were noted for their representation of the Paramount Special Committee in its $28 billion merger agreement with Skydance. Faiza and Claudia were also noted for their representation of the independent Special Committee of Endeavor’s board of directors in its $25 billion take private acquisition by Silver Lake.

On October 24, 2024, Cravath hosted its sixth annual Global Enforcement Forum at its offices in New York. The event brought together investigations and regulatory lawyers from the Firm and leading foreign firms across the globe for a series of panel discussions and roundtables examining significant developments in enforcement.

On May 9, 2024, Cravath partner Claudia J. Ricciardi participated in the American Bar Association’s 2024 International Law Section Annual Conference, which was held from May 7‑10, 2024, in Washington, D.C. The event convened international attorneys from law firms, private organizations and global governmental institutions to discuss topics related to the theme of “The Power & Progress of International Law.” Claudia spoke on a panel entitled “Gender Diversity in Big Law—Where Do We Stand?,” which reviewed equality factors and solutions helping women to accelerate their careers in big multi‑jurisdictional law firms.