Michael E.
Mariani

Cravath represented the underwriter in connection with the $681.8 million registered secondary offering of common stock of Ovintiv Inc., a leading North American oil and natural gas exploration and production company. The shares were listed on the New York Stock Exchange and the Toronto Stock Exchange. The transaction closed on September 13, 2023.

Cravath represented the underwriters in connection with the $2.15 billion registered senior notes offering of Concentrix Corporation, a leading global provider of customer experience solutions and technology. Proceeds of the offering will be used to fund part of the cash consideration payable by Concentrix in connection with its pending acquisition of Marnix Lux SA, the indirect parent company of Webhelp SAS. The transaction closed on August 2, 2023.

On August 14, 2023, ECN Capital Corp. (“ECN Capital”) and Skyline Champion Corporation (“Skyline Champion”) announced that they have entered into a share subscription agreement pursuant to which Skyline Champion has agreed to make an approximately $138 million equity investment in ECN Capital on a private placement basis in exchange for 33,550,000 common shares of ECN Capital and 27,450,000 mandatory convertible preferred shares, Series E of ECN Capital. In connection with the Private Placement, ECN Capital and Skyline Champion will form a captive finance company that will be 51% owned by Skyline Champion and 49% owned by Triad Financial Services, Inc., a wholly‑owned subsidiary of ECN Capital. Cravath is representing ECN Capital in connection with the transaction, representing the culmination of the company’s strategic review process. Cravath is advising ECN Capital on certain U.S. law matters relating to the transaction, which represents the culmination of the company’s strategic review process.

Cravath represented the underwriters in connection with the $4.5 billion registered fixed‑to‑floating rate notes offering of JPMorgan Chase & Co., a leading global financial services firm. The transaction closed on July 24, 2023.

Cravath represented the underwriters in connection with the $2.5 billion registered fixed‑to‑floating rate notes offering of JPMorgan Chase & Co., a leading global financial services firm. The transaction closed on June 1, 2023.

On September 13, 2023, Cravath partner Michael E. Mariani participated in TechGC’s 2023 IPO Forum, which was held from September 12‑14, 2023, in Brooklyn, NY. The event convened General Counsels (“GCs”) of leading high‑growth technology companies to discuss being and becoming a public company GC. Mike co‑led a roundtable discussion entitled “Preparing Your Company for the Public Stage (Pre‑IPO GCs),” which reviewed key considerations for GCs preparing their company for an initial public offering, including how to prepare for the due diligence process, board requirements, publicity considerations and governance arrangements.

On February 27, 2023, Cravath partners J. Leonard Teti II and Michael E. Mariani conducted a virtual program for the Practising Law Institute entitled “Spin‑Offs and Other Separation Transactions: An Overview.” Len and Mike provided an overview of market trends and recent spin‑off activity, including the growing popularity of spin‑off transactions. Mike spoke about the different structures that can be used to separate a business from a parent company along with their key benefits and complexities. Len spoke about general tax considerations and requirements, which can be fundamental in deciding whether and how to execute a spin‑off transaction.

On February 22, 2023, Cravath prepared a memo for its clients entitled “SEC Forces Kraken To Terminate Cryptocurrency Staking-as-a-Service Program.” The memo examines the U.S. Securities and Exchange Commission’s recent complaint against cryptocurrency exchange Kraken for failing to register its staking-as-a-service (“StaaS”) program as a securities offering, in violation of Section 5 of the Securities Act of 1933.

Cravath partners David J. Kappos, D. Scott Bennett, Michael E. Mariani and Sasha Rosenthal‑Larrea and associates Daniel M. Barabander and Callum A.F. Sproule co‑authored an article entitled “NFTs, Incentives and Control: Technical Mechanisms and Intellectual Property Rights,” which was published to the website of the Stanford Journal of Blockchain Law & Policy on January 10, 2023. The article discusses how NFT creators use technical and legal measures to exert control over their creations, even after those creations are sold to purchasers, and how the mechanisms for such control are a fundamental part of the smart contracts governing most NFTs. The article will be featured in the forthcoming print edition of the journal (Vol. 6, No. 1) this spring.

On November 17, 2022, Cravath prepared a memo for its clients entitled “SEC v. LBRY, Inc.: Federal Court Rules Cryptotoken Distribution Was an Unregistered Securities Offering,” which examined a recent decision by the U.S. District Court for the District of New Hampshire in SEC v. LBRY, Inc., a case at the intersection of cryptoasset regulation and securities law.