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, 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, 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 SchoolOrder of the Coif, summa cum laude
-
B.A., 2011, University of Notre DamePhi 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
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.
Deals & Cases
February 03, 2025
Outbrain’s Acquisition of Teads
On February 3, 2025, Outbrain Inc. (“Outbrain”), a technology platform, announced the closing of its acquisition of Teads, a global omnichannel platform, from Altice. The two companies will merge their offerings to create an omnichannel outcomes platform for the open internet, and will operate under the name Teads. Outbrain, Altice and Teads have amended the previously announced share purchase agreement. Under the terms of the revised agreement, Outbrain will be paying a total consideration of approximately $900 million, consisting of $625 million upfront cash and 43.75 million shares of common stock of Outbrain valued at approximately $263 million. Cravath is representing Outbrain in connection with the transaction.
Deals & Cases
January 06, 2025
Disney’s Combination of its Hulu + Live TV Business with Fubo
On January 6, 2025, The Walt Disney Company (“Disney”) and FuboTV Inc. (“Fubo) announced that they have entered into a definitive agreement for Disney to combine its Hulu + Live TV business with Fubo, forming a combined virtual MVPD company of which Disney will become the majority owner.
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.
Activities
May 15, 2023
Alyssa Caples and Kelly Smercina Speak at IBA’s 2023 International Financial Law Conference
Cravath partners Alyssa K. Caples and Kelly M. Smercina participated in the International Bar Association’s 38th International Financial Law Conference, which was held from May 10‑12, 2023 in Lisbon, Portugal. Alyssa co‑chaired a panel entitled “Cutting the Apron Strings: the Start‑up’s Journey from VC Financing to IPO,” which reviewed key exit strategy considerations for start‑ups and venture capital funds and the benefits and disadvantages of the IPO route, including enhanced liquidity for investors, access to capital, maintenance of control and employee equity incentives, but also exposure to market volatility and regulatory burdens. Kelly spoke on a panel entitled “Here, There or Everywhere: Taking the Decision on Where to List and Why?,” which examined the current listing landscape and the competitive position of stock exchanges globally, including the current trends and future outlook of the IPO and listing market.
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, 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, 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 SchoolOrder of the Coif, summa cum laude
-
B.A., 2011, University of Notre DamePhi 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
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.
Deals & Cases
February 03, 2025
Outbrain’s Acquisition of Teads
On February 3, 2025, Outbrain Inc. (“Outbrain”), a technology platform, announced the closing of its acquisition of Teads, a global omnichannel platform, from Altice. The two companies will merge their offerings to create an omnichannel outcomes platform for the open internet, and will operate under the name Teads. Outbrain, Altice and Teads have amended the previously announced share purchase agreement. Under the terms of the revised agreement, Outbrain will be paying a total consideration of approximately $900 million, consisting of $625 million upfront cash and 43.75 million shares of common stock of Outbrain valued at approximately $263 million. Cravath is representing Outbrain in connection with the transaction.
Deals & Cases
January 06, 2025
Disney’s Combination of its Hulu + Live TV Business with Fubo
On January 6, 2025, The Walt Disney Company (“Disney”) and FuboTV Inc. (“Fubo) announced that they have entered into a definitive agreement for Disney to combine its Hulu + Live TV business with Fubo, forming a combined virtual MVPD company of which Disney will become the majority owner.
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.
Activities
May 15, 2023
Alyssa Caples and Kelly Smercina Speak at IBA’s 2023 International Financial Law Conference
Cravath partners Alyssa K. Caples and Kelly M. Smercina participated in the International Bar Association’s 38th International Financial Law Conference, which was held from May 10‑12, 2023 in Lisbon, Portugal. Alyssa co‑chaired a panel entitled “Cutting the Apron Strings: the Start‑up’s Journey from VC Financing to IPO,” which reviewed key exit strategy considerations for start‑ups and venture capital funds and the benefits and disadvantages of the IPO route, including enhanced liquidity for investors, access to capital, maintenance of control and employee equity incentives, but also exposure to market volatility and regulatory burdens. Kelly spoke on a panel entitled “Here, There or Everywhere: Taking the Decision on Where to List and Why?,” which examined the current listing landscape and the competitive position of stock exchanges globally, including the current trends and future outlook of the IPO and listing market.
Cravath Bicentennial
Celebrating 200 years of partnership. In 2019, we celebrated our bicentennial. Our history mirrors that of our nation. Integral to our story is our culture.
Attorney Advertising. ©2025 Cravath, Swaine & Moore LLP.