Will C.
Giles

On April 27, 2023, Jefferies Financial Group, Inc. (“Jefferies”) and Sumitomo Mitsui Banking Corporation (“SMBC”) announced that they have expanded their strategic alliance to collaborate on future corporate and investment banking business opportunities, as well as in equity sales, trading, and research. The expanded alliance also includes joint coverage of designated investment grade clients that have banking relationships with SMBC and will now have dedicated Jefferies investment banking coverage. SMBC will be responsible for credit products and debt capital markets, while Jefferies will be responsible for M&A and equity capital markets. Additionally, SMBC intends to increase its economic ownership of Jefferies to up to 15% on an as converted and fully diluted basis and upon the investment reaching or passing 10%, SMBC will be entitled to designate a new member to Jefferies’ Board of Directors. Cravath is representing Jefferies in connection with the transaction.

On September 6, 2022, Texas Capital Bancshares, Inc. (“Texas Capital”) announced it has entered into a definitive agreement to sell BankDirect Capital Finance, LLC (“BankDirect”), its insurance premium finance subsidiary, to AFCO Credit Corporation (“AFCO”), an indirect wholly‑owned subsidiary of Truist Financial Corp. (“Truist”), in an all‑cash transaction for a purchase price of approximately $3.4 billion. This transaction represents the divestiture of the entire business unit including the equity interests of BankDirect and the associated loan balances held by Texas Capital Bank and no parent funding, deposits or capital will be transferred. Cravath is representing Texas Capital in connection with the transaction.

On August 2, 2022, Cowen Inc. (“Cowen”) and TD Bank Group (“TD”) announced a definitive agreement for TD to acquire Cowen in an all-cash transaction with an enterprise value of $1.9 billion. Cravath is representing Cowen in connection with the transaction.

On June 24, 2022, Credit Suisse Asset Management (“CSAM”) announced it has reached an agreement with Bluestone Resources (“Bluestone”) that maps out a plan for the payment of cash to noteholders, including the Supply Chain Finance (“SCF”) funds, which can then be distributed to investors in those funds.

Cravath represented the underwriters in connection with the $1 billion registered debt offering of HSBC USA Inc., an indirect wholly owned subsidiary of HSBC Holdings plc, a global financial services company. The transaction closed on May 24, 2022.

On May 1, 2023, Cravath prepared a memo for its clients entitled “FSOC Proposes New Guidance on Nonbank ‘SIFI’ Designation Process.” The memo examines the Financial Stability Oversight Council’s recent proposals concerning its procedures for designating nonbank financial companies as “systemically important financial institutions” and its framework for assessing financial stability risks. 

On January 30, 2023, Cravath distributed a memo for its clients entitled “Summary of Federal Reserve Board Policy Statement on Section 9(13) of the Federal Reserve Act and Related Developments.” The memo examines key takeaways from recent policy pronouncements regarding cryptoassets made by the Federal Reserve Board (“FRB”) and the White House. In that regard, the memo outlines the FRB’s recent policy statement, which effectively prohibits FRB‑regulated banks from engaging in most cryptoasset activities as principal.  Please click here to read the memo.

On January 26, 2023, Cravath distributed a memo for its clients and other stakeholders entitled “Summary of New York Department of Financial Services Guidance on Virtual Currency Custodial Structures.” The memo examines an industry letter issued by the NYDFS, which provides guidance regarding virtual currency custody activities and is applicable to entities licensed under the state’s virtual currency regulations and limited purpose trust companies. The guidance clarifies standards and practices meant to ensure a high level of customer protection and reiterates existing expectations and requirements related to customer disclosures.

On January 10, 2023, Cravath updated a previously published memo for its clients entitled “Outline re: Section 1033 of the Dodd‑Frank Act,” which provides an overview of Section 1033 and the Consumer Financial Protection Bureau’s efforts to start implementing regulations for this “open banking” provision of the Dodd‑Frank Act. The updated memo includes information regarding the CFPB’s “Outline of Proposals and Alternatives Under Consideration” regarding a rulemaking pursuant to Section 1033, which was published on October 27, 2022. The outline will be periodically updated as warranted.

On January 3, 2023, Cravath prepared for its clients a memo entitled “Basel Committee Finalizes Prudential Standard for Cryptoasset Exposures.” The memo analyzed the Basel Committee on Banking Supervision’s finalized prudential standard, which outlines the agency’s classifications of different cryptoassets and minimum capital requirements based on various risks. The memo also reviews changes from the agency’s second consultative document based on issues raised in comments and notes how the final standard could shape aspects of the cryptoasset landscape in the coming years.