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Kelly M.
Smercina

Partner, Corporate

ksmercina@cravath.com
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Kelly M. Smercina focuses her practice on representing corporate clients and investment banking firms in a wide range of capital markets and other financing transactions, including in connection with acquisitions and spin‑offs. She also has significant experience representing clients in mergers and acquisitions and corporate governance matters.

Ms. Smercina’s notable work highlights include:

  • Representing Schneider National in its IPO and other equity offerings for Comtech, CyrusOne and Evolent Health
  • Debt offerings for companies such as Aon, CBRE, Centene, Cincinnati Bell, Credit Acceptance, Dell, Expedia, HSBC USA, Kraft Heinz, Navistar, RingCentral, Six Flags, TransDigm, U.S. Concrete and Vantage Drilling International
  • Private credit transactions for companies such as Artivion and New Media
  • Capital markets and bank financings in connection with Amcor’s acquisition of Bemis, Aon’s acquisition of NFP, Expedia’s acquisition of HomeAway, Forward Air’s combination with Omni Logistics, multiple transactions involving Lindsay Goldberg and its portfolio companies, New Media’s acquisition of Gannett, Otis Worldwide’s spin‑off from United Technologies, Outbrain’s acquisition of Teads and Six Flags’ merger of equals with Cedar Fair
  • Representing the special committee of the board of directors of EchoStar in the $26 billion combination with DISH Network
  • Representing Buckeye in its $10.3 billion acquisition by IFM
  • Representing SMBC Aviation Capital in its $6.7 billion acquisition of Goshawk Aviation
  • Representing AmerisourceBergen in its $6.5 billion acquisition of Walgreens’ Alliance Healthcare businesses
  • Representing Light & Wonder in the $6.05 billion sale of SG Lottery to Brookfield and in the $1.2 billion sale of OpenBet to Endeavor
  • Representing Route Mobile and its founding shareholders in the ₹59.22 billion sale of a majority stake in Route Mobile to Proximus Group

Ms. Smercina is an author on legal developments in the areas of capital markets and finance, having contributed to publications such as Chambers’ Acquisition Finance Guide.

Ms. Smercina has been recognized for her work in capital markets by The Legal 500 US and has been named to the Lawdragon 500 X – The Next Generation list.

Ms. Smercina is from Brecksville, Ohio. She received a B.A. summa cum laude from the University of Notre Dame in 2011, where she was elected to Phi Beta Kappa, and a J.D. summa cum laude from the University of Michigan Law School in 2014, where she was Contributing Editor of the Law Review. Before joining Cravath, Ms. Smercina served as a law clerk to Hon. Diarmuid O’Scannlain of the U.S. Court of Appeals for the Ninth Circuit.

Ms. Smercina joined Cravath in 2015 and was elected a partner in 2022.

Ms. Smercina’s notable work highlights include:

  • Representing Schneider National in its IPO and other equity offerings for Comtech, CyrusOne and Evolent Health
  • Debt offerings for companies such as Aon, CBRE, Centene, Cincinnati Bell, Credit Acceptance, Dell, Expedia, HSBC USA, Kraft Heinz, Navistar, RingCentral, Six Flags, TransDigm, U.S. Concrete and Vantage Drilling International
  • Private credit transactions for companies such as Artivion and New Media
  • Capital markets and bank financings in connection with Amcor’s acquisition of Bemis, Aon’s acquisition of NFP, Expedia’s acquisition of HomeAway, Forward Air’s combination with Omni Logistics, multiple transactions involving Lindsay Goldberg and its portfolio companies, New Media’s acquisition of Gannett, Otis Worldwide’s spin‑off from United Technologies, Outbrain’s acquisition of Teads and Six Flags’ merger of equals with Cedar Fair
  • Representing the special committee of the board of directors of EchoStar in the $26 billion combination with DISH Network
  • Representing Buckeye in its $10.3 billion acquisition by IFM
  • Representing SMBC Aviation Capital in its $6.7 billion acquisition of Goshawk Aviation
  • Representing AmerisourceBergen in its $6.5 billion acquisition of Walgreens’ Alliance Healthcare businesses
  • Representing Light & Wonder in the $6.05 billion sale of SG Lottery to Brookfield and in the $1.2 billion sale of OpenBet to Endeavor
  • Representing Route Mobile and its founding shareholders in the ₹59.22 billion sale of a majority stake in Route Mobile to Proximus Group

Ms. Smercina is an author on legal developments in the areas of capital markets and finance, having contributed to publications such as Chambers’ Acquisition Finance Guide.

Ms. Smercina has been recognized for her work in capital markets by The Legal 500 US and has been named to the Lawdragon 500 X – The Next Generation list.

Ms. Smercina is from Brecksville, Ohio. She received a B.A. summa cum laude from the University of Notre Dame in 2011, where she was elected to Phi Beta Kappa, and a J.D. summa cum laude from the University of Michigan Law School in 2014, where she was Contributing Editor of the Law Review. Before joining Cravath, Ms. Smercina served as a law clerk to Hon. Diarmuid O’Scannlain of the U.S. Court of Appeals for the Ninth Circuit.

Ms. Smercina joined Cravath in 2015 and was elected a partner in 2022.

Education

  • J.D., 2014, University of Michigan Law School
    Order of the Coif, summa cum laude
  • B.A., 2011, University of Notre Dame
    Phi Beta Kappa, summa cum laude

Clerkships

  • Hon. Diarmuid F. O'Scannlain, U.S. Court of Appeals for the Ninth Circuit

Admitted In

  • New York

Rankings

Lawdragon

  • 500 X – The Next Generation (2024, 2023)

The Legal 500 US

  • Capital Markets: Debt Offerings (2024)
  • Capital Markets: Global Offerings (2024)
  • Capital Markets: High-Yield Debt Offerings (2024)

Deals & Cases

June 04, 2025

Flowserve’s $19 Billion Merger of Equals with Chart

On June 4, 2025, Flowserve Corporation (“Flowserve”) and Chart Industries, Inc. (“Chart”) announced that they have entered into a definitive agreement to combine in an all-stock merger of equals, creating a differentiated leader in industrial process technologies. The combined company is expected to have an enterprise value of approximately $19 billion based on the exchange ratio and the closing share prices for Flowserve and Chart as of June 3, 2025. Under the agreement, which has been unanimously approved by the board of directors of each company, at the closing of the transaction Chart shareholders will receive 3.165 shares of Flowserve common stock for each share of Chart common stock owned. Following the close of the transaction, Flowserve shareholders will own approximately 46.5% and Chart shareholders will own approximately 53.5% of the combined company, on a fully diluted basis. Cravath is representing Flowserve in connection with the transaction.

Deals & Cases

May 27, 2025

CBRE Services, Inc.’s $1.1 Billion Registered Senior Notes Offering

Cravath represented the underwriters in connection with the $1.1 billion registered senior notes offering of CBRE Services, Inc., a direct wholly‑owned subsidiary of CBRE Group, Inc. (“CBRE”). CBRE is the world’s largest commercial real estate services and investment firm. The transaction closed on May 12, 2025.

Deals & Cases

April 15, 2025

Dell International L.L.C. and EMC Corporation’s $4 Billion Registered Senior Notes Offering

Cravath represented the underwriters in connection with the $4 billion registered senior notes offering of Dell International L.L.C. and EMC Corporation. Dell International L.L.C. and EMC Corporation are wholly‑owned subsidiaries of Dell Technologies, a leading integrated technology solutions provider in the IT industry. The transaction closed on April 1, 2025.

Deals & Cases

March 14, 2025

Credit Acceptance Corporation’s High‑Yield Senior Notes Offering

Cravath represented the initial purchasers in connection with the $500 million Rule 144A high‑yield senior notes offering of Credit Acceptance Corporation, a leading independent auto finance company. The transaction closed on February 28, 2025.

Deals & Cases

March 11, 2025

Kraft Heinz Foods Company’s $1 Billion Registered Senior Notes Offering and Concurrent Registered Senior Notes Offering

Cravath represented the underwriters in connection with the $1 billion registered 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. Cravath also represented the underwriters in connection with Kraft Heinz Foods Company’s concurrent €600 million registered senior notes offering. The transactions closed on February 25, 2025.

Activities

March 06, 2025

Nick Dorsey and Kelly Smercina Speak at NOVA and CFGI’s US – IPO Readiness Event

On March 6, 2025, Cravath partners Nicholas A. Dorsey and Kelly M. Smercina participated in NOVA and CFGI’s US – IPO Readiness event, which was hosted by BNY in London. The event convened representatives of the four organizations for a training session on IPO readiness in U.S. capital markets, covering the IPO process and timeline, team and organizational setup and legal considerations.

Publications

June 25, 2024

Nick Dorsey, Ryan Patrone, Kelly Smercina and Margaret Rallings Contribute to the 2024 Chambers Acquisition Finance Guide

Cravath partner Nicholas A. Dorsey served as the co‑editor of the 2024 edition of the Chambers Acquisition Finance Guide, which is part of the publisher’s Global Practice Guide series. Nick also co‑authored, along with Cravath partners Ryan J. Patrone and Kelly M. Smercina and European Counsel Margaret R. M. Rallings, the U.S. chapter of the guide.

Publications

June 23, 2023

Nick Dorsey, Ryan Patrone, Kelly Smercina and Margaret Rallings Contribute to the 2023 Chambers Acquisition Finance Guide

Cravath partner Nicholas A. Dorsey served as the co‑editor of the 2023 edition of the Chambers Acquisition Finance Guide, which is part of the publisher’s Global Practice Guide series. Nick also co‑authored, along with Cravath partners Ryan J. Patrone and Kelly M. Smercina and European Counsel Margaret R. M. Rallings, the U.S. chapter of the guide.

Kelly M. Smercina focuses her practice on representing corporate clients and investment banking firms in a wide range of capital markets and other financing transactions, including in connection with acquisitions and spin‑offs. She also has significant experience representing clients in mergers and acquisitions and corporate governance matters.

Ms. Smercina’s notable work highlights include:

  • Representing Schneider National in its IPO and other equity offerings for Comtech, CyrusOne and Evolent Health
  • Debt offerings for companies such as Aon, CBRE, Centene, Cincinnati Bell, Credit Acceptance, Dell, Expedia, HSBC USA, Kraft Heinz, Navistar, RingCentral, Six Flags, TransDigm, U.S. Concrete and Vantage Drilling International
  • Private credit transactions for companies such as Artivion and New Media
  • Capital markets and bank financings in connection with Amcor’s acquisition of Bemis, Aon’s acquisition of NFP, Expedia’s acquisition of HomeAway, Forward Air’s combination with Omni Logistics, multiple transactions involving Lindsay Goldberg and its portfolio companies, New Media’s acquisition of Gannett, Otis Worldwide’s spin‑off from United Technologies, Outbrain’s acquisition of Teads and Six Flags’ merger of equals with Cedar Fair
  • Representing the special committee of the board of directors of EchoStar in the $26 billion combination with DISH Network
  • Representing Buckeye in its $10.3 billion acquisition by IFM
  • Representing SMBC Aviation Capital in its $6.7 billion acquisition of Goshawk Aviation
  • Representing AmerisourceBergen in its $6.5 billion acquisition of Walgreens’ Alliance Healthcare businesses
  • Representing Light & Wonder in the $6.05 billion sale of SG Lottery to Brookfield and in the $1.2 billion sale of OpenBet to Endeavor
  • Representing Route Mobile and its founding shareholders in the ₹59.22 billion sale of a majority stake in Route Mobile to Proximus Group

Ms. Smercina is an author on legal developments in the areas of capital markets and finance, having contributed to publications such as Chambers’ Acquisition Finance Guide.

Ms. Smercina has been recognized for her work in capital markets by The Legal 500 US and has been named to the Lawdragon 500 X – The Next Generation list.

Ms. Smercina is from Brecksville, Ohio. She received a B.A. summa cum laude from the University of Notre Dame in 2011, where she was elected to Phi Beta Kappa, and a J.D. summa cum laude from the University of Michigan Law School in 2014, where she was Contributing Editor of the Law Review. Before joining Cravath, Ms. Smercina served as a law clerk to Hon. Diarmuid O’Scannlain of the U.S. Court of Appeals for the Ninth Circuit.

Ms. Smercina joined Cravath in 2015 and was elected a partner in 2022.

Ms. Smercina’s notable work highlights include:

  • Representing Schneider National in its IPO and other equity offerings for Comtech, CyrusOne and Evolent Health
  • Debt offerings for companies such as Aon, CBRE, Centene, Cincinnati Bell, Credit Acceptance, Dell, Expedia, HSBC USA, Kraft Heinz, Navistar, RingCentral, Six Flags, TransDigm, U.S. Concrete and Vantage Drilling International
  • Private credit transactions for companies such as Artivion and New Media
  • Capital markets and bank financings in connection with Amcor’s acquisition of Bemis, Aon’s acquisition of NFP, Expedia’s acquisition of HomeAway, Forward Air’s combination with Omni Logistics, multiple transactions involving Lindsay Goldberg and its portfolio companies, New Media’s acquisition of Gannett, Otis Worldwide’s spin‑off from United Technologies, Outbrain’s acquisition of Teads and Six Flags’ merger of equals with Cedar Fair
  • Representing the special committee of the board of directors of EchoStar in the $26 billion combination with DISH Network
  • Representing Buckeye in its $10.3 billion acquisition by IFM
  • Representing SMBC Aviation Capital in its $6.7 billion acquisition of Goshawk Aviation
  • Representing AmerisourceBergen in its $6.5 billion acquisition of Walgreens’ Alliance Healthcare businesses
  • Representing Light & Wonder in the $6.05 billion sale of SG Lottery to Brookfield and in the $1.2 billion sale of OpenBet to Endeavor
  • Representing Route Mobile and its founding shareholders in the ₹59.22 billion sale of a majority stake in Route Mobile to Proximus Group

Ms. Smercina is an author on legal developments in the areas of capital markets and finance, having contributed to publications such as Chambers’ Acquisition Finance Guide.

Ms. Smercina has been recognized for her work in capital markets by The Legal 500 US and has been named to the Lawdragon 500 X – The Next Generation list.

Ms. Smercina is from Brecksville, Ohio. She received a B.A. summa cum laude from the University of Notre Dame in 2011, where she was elected to Phi Beta Kappa, and a J.D. summa cum laude from the University of Michigan Law School in 2014, where she was Contributing Editor of the Law Review. Before joining Cravath, Ms. Smercina served as a law clerk to Hon. Diarmuid O’Scannlain of the U.S. Court of Appeals for the Ninth Circuit.

Ms. Smercina joined Cravath in 2015 and was elected a partner in 2022.

Education

  • J.D., 2014, University of Michigan Law School
    Order of the Coif, summa cum laude
  • B.A., 2011, University of Notre Dame
    Phi Beta Kappa, summa cum laude

Clerkships

  • Hon. Diarmuid F. O'Scannlain, U.S. Court of Appeals for the Ninth Circuit

Admitted In

  • New York

Rankings

Lawdragon

  • 500 X – The Next Generation (2024, 2023)

The Legal 500 US

  • Capital Markets: Debt Offerings (2024)
  • Capital Markets: Global Offerings (2024)
  • Capital Markets: High-Yield Debt Offerings (2024)

Deals & Cases

June 04, 2025

Flowserve’s $19 Billion Merger of Equals with Chart

On June 4, 2025, Flowserve Corporation (“Flowserve”) and Chart Industries, Inc. (“Chart”) announced that they have entered into a definitive agreement to combine in an all-stock merger of equals, creating a differentiated leader in industrial process technologies. The combined company is expected to have an enterprise value of approximately $19 billion based on the exchange ratio and the closing share prices for Flowserve and Chart as of June 3, 2025. Under the agreement, which has been unanimously approved by the board of directors of each company, at the closing of the transaction Chart shareholders will receive 3.165 shares of Flowserve common stock for each share of Chart common stock owned. Following the close of the transaction, Flowserve shareholders will own approximately 46.5% and Chart shareholders will own approximately 53.5% of the combined company, on a fully diluted basis. Cravath is representing Flowserve in connection with the transaction.

Deals & Cases

May 27, 2025

CBRE Services, Inc.’s $1.1 Billion Registered Senior Notes Offering

Cravath represented the underwriters in connection with the $1.1 billion registered senior notes offering of CBRE Services, Inc., a direct wholly‑owned subsidiary of CBRE Group, Inc. (“CBRE”). CBRE is the world’s largest commercial real estate services and investment firm. The transaction closed on May 12, 2025.

Deals & Cases

April 15, 2025

Dell International L.L.C. and EMC Corporation’s $4 Billion Registered Senior Notes Offering

Cravath represented the underwriters in connection with the $4 billion registered senior notes offering of Dell International L.L.C. and EMC Corporation. Dell International L.L.C. and EMC Corporation are wholly‑owned subsidiaries of Dell Technologies, a leading integrated technology solutions provider in the IT industry. The transaction closed on April 1, 2025.

Deals & Cases

March 14, 2025

Credit Acceptance Corporation’s High‑Yield Senior Notes Offering

Cravath represented the initial purchasers in connection with the $500 million Rule 144A high‑yield senior notes offering of Credit Acceptance Corporation, a leading independent auto finance company. The transaction closed on February 28, 2025.

Deals & Cases

March 11, 2025

Kraft Heinz Foods Company’s $1 Billion Registered Senior Notes Offering and Concurrent Registered Senior Notes Offering

Cravath represented the underwriters in connection with the $1 billion registered 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. Cravath also represented the underwriters in connection with Kraft Heinz Foods Company’s concurrent €600 million registered senior notes offering. The transactions closed on February 25, 2025.

Activities

March 06, 2025

Nick Dorsey and Kelly Smercina Speak at NOVA and CFGI’s US – IPO Readiness Event

On March 6, 2025, Cravath partners Nicholas A. Dorsey and Kelly M. Smercina participated in NOVA and CFGI’s US – IPO Readiness event, which was hosted by BNY in London. The event convened representatives of the four organizations for a training session on IPO readiness in U.S. capital markets, covering the IPO process and timeline, team and organizational setup and legal considerations.

Publications

June 25, 2024

Nick Dorsey, Ryan Patrone, Kelly Smercina and Margaret Rallings Contribute to the 2024 Chambers Acquisition Finance Guide

Cravath partner Nicholas A. Dorsey served as the co‑editor of the 2024 edition of the Chambers Acquisition Finance Guide, which is part of the publisher’s Global Practice Guide series. Nick also co‑authored, along with Cravath partners Ryan J. Patrone and Kelly M. Smercina and European Counsel Margaret R. M. Rallings, the U.S. chapter of the guide.

Publications

June 23, 2023

Nick Dorsey, Ryan Patrone, Kelly Smercina and Margaret Rallings Contribute to the 2023 Chambers Acquisition Finance Guide

Cravath partner Nicholas A. Dorsey served as the co‑editor of the 2023 edition of the Chambers Acquisition Finance Guide, which is part of the publisher’s Global Practice Guide series. Nick also co‑authored, along with Cravath partners Ryan J. Patrone and Kelly M. Smercina and European Counsel Margaret R. M. Rallings, the U.S. chapter of the guide.

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