Four Decades for Justice
Cravath’s derivatives practice is well integrated within the financing practice and covers complex derivative transactions and compliance matters. We advise our corporate and financial institution clients on a range of equity derivative products, including accelerated share repurchase plans, collar transactions, forward sales, call spreads associated with convertible securities offerings and other hedging and financing transactions. We also provide counsel on derivatives in other asset classes such as interest rates, currencies and commodities, in a wide variety of contexts including novel securitizations. Our sophisticated market knowledge and technical experience allows us to structure and execute highly complex transactions on behalf of our clients.
Cravath has a deep understanding of the regulatory space and is able to navigate clients through the ever‑evolving complexities of various regulations. Our lawyers are skilled in developing innovative procedures and structures in light of ongoing regulatory developments by the SEC, CFTC and other agencies. We also assist in the negotiation of ISDA master agreements, confirmations and related documentation in an effort to ensure that our clients’ documents reflect the most current market practice and achieve their business objectives. Additionally, Cravath advises clients on the direct and indirect impacts of Dodd‑Frank regulations on their businesses.
Cravath has a deep understanding of the regulatory space and is able to navigate clients through the ever‑evolving complexities of various regulations. Our lawyers are skilled in developing innovative procedures and structures in light of ongoing regulatory developments by the SEC, CFTC and other agencies. We also assist in the negotiation of ISDA master agreements, confirmations and related documentation in an effort to ensure that our clients’ documents reflect the most current market practice and achieve their business objectives. Additionally, Cravath advises clients on the direct and indirect impacts of Dodd‑Frank regulations on their businesses.
Deals & Cases
March 27, 2024
Cravath represented the initial purchasers in connection with the $400 million 144A convertible senior notes offering of Xerox Holdings Corporation, a workplace technology company that builds and integrates software and hardware, and the financial institution counterparties to a “capped call” transaction entered into by Xerox Holdings Corporation in connection with the offering. The transaction closed on March 11, 2024.
Deals & Cases
August 22, 2023
Cravath represented the underwriter and the dealers in connection with the $1.6 billion registered secondary common stock offering of AmerisourceBergen Corporation in connection with the entrance by Walgreens Boots Alliance Holdings LLC, the selling stockholder, into a prepaid variable share forward transaction. AmerisourceBergen Corporation is one of the largest global pharmaceutical sourcing and distribution services companies, helping both healthcare providers and pharmaceutical and biotech manufacturers improve patient access to products and enhance patient care. The transaction closed on August 8, 2023.
Deals & Cases
August 15, 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.
Deals & Cases
August 08, 2023
On August 8, 2023, ESPN announced an agreement with PENN Entertainment (“PENN”) to launch ESPN BET, a branded sportsbook for fans in the United States. PENN Entertainment will rebrand its current sportsbook and relaunch as ESPN BET, effective this Fall in the 16 legalized betting states where PENN Entertainment is licensed. The rebrand includes the mobile app, website, and mobile website. In connection with the transaction, PENN Entertainment has agreed to grant ESPN warrants to purchase approximately 31.8 million PENN common shares that will vest ratably over 10 years, with the potential for ESPN to receive additional bonus warrants to purchase up to an additional approximately 6.4 million PENN common shares. ESPN is 80 percent owned by ABC, Inc., an indirect subsidiary of The Walt Disney Company. Cravath is representing The Walt Disney Company (“Disney”) in connection with the transaction.
Deals & Cases
July 10, 2023
Cravath represented First Solar, Inc. in connection with its $1 billion senior secured revolving credit facility. First Solar, Inc. is a leading American solar technology company and global provider of comprehensive PV solar energy solutions. The transaction closed on June 30, 2023.
Activities & Publications
March 18, 2024
On March 14, 2024, Cravath hosted its 2024 Web3 Regulatory Forum at its offices in New York. The event brought together lawyers from the Firm, market participants, executives, investors and others for presentations by practitioners, current and former regulators, and interactive roundtables examining the most significant regulatory developments in the digital assets and Web3 space.
Activities & Publications
March 12, 2024
On March 12, 2024, Cravath partner Jeffrey T. Dinwoodie published a short essay in the Yale Journal on Regulation’s Notice & Comment blog entitled “A Way Forward for the SEC and Crypto: The SEC’s History of Tailoring Regulatory Frameworks for Nontraditional Securities.” It discusses the SEC’s history of tailoring the securities regulatory framework to the structural features, uses and risks of nontraditional securities—e.g., asset-backed securities, options and security-based swaps. The essay argues that “investors and the market generally would benefit if the SEC would begin the necessary—and inevitable—work of systematically evaluating and developing a regulatory regime for cryptoasset securities.”
Firm News
December 15, 2022
On December 13, 2022, Cravath elected Elizabeth Albert as of counsel of the Firm, effective January 1, 2023.
Activities & Publications
July 29, 2022
On July 29, 2022, Cravath published the latest edition of its Finance & Capital Markets Quarterly Review, which provides an update on the bond, equity and loan markets and on restructuring activity. This edition also examines notable decisions impacting distressed M&A and distressed financing as well as a variety of SEC rulemaking and comment updates, and provides data on the state of convertible debt issuances in the first half of 2022.
Deals & Cases
March 27, 2024
Cravath represented the initial purchasers in connection with the $400 million 144A convertible senior notes offering of Xerox Holdings Corporation, a workplace technology company that builds and integrates software and hardware, and the financial institution counterparties to a “capped call” transaction entered into by Xerox Holdings Corporation in connection with the offering. The transaction closed on March 11, 2024.
Deals & Cases
August 22, 2023
Cravath represented the underwriter and the dealers in connection with the $1.6 billion registered secondary common stock offering of AmerisourceBergen Corporation in connection with the entrance by Walgreens Boots Alliance Holdings LLC, the selling stockholder, into a prepaid variable share forward transaction. AmerisourceBergen Corporation is one of the largest global pharmaceutical sourcing and distribution services companies, helping both healthcare providers and pharmaceutical and biotech manufacturers improve patient access to products and enhance patient care. The transaction closed on August 8, 2023.
Deals & Cases
August 15, 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.
Deals & Cases
August 08, 2023
On August 8, 2023, ESPN announced an agreement with PENN Entertainment (“PENN”) to launch ESPN BET, a branded sportsbook for fans in the United States. PENN Entertainment will rebrand its current sportsbook and relaunch as ESPN BET, effective this Fall in the 16 legalized betting states where PENN Entertainment is licensed. The rebrand includes the mobile app, website, and mobile website. In connection with the transaction, PENN Entertainment has agreed to grant ESPN warrants to purchase approximately 31.8 million PENN common shares that will vest ratably over 10 years, with the potential for ESPN to receive additional bonus warrants to purchase up to an additional approximately 6.4 million PENN common shares. ESPN is 80 percent owned by ABC, Inc., an indirect subsidiary of The Walt Disney Company. Cravath is representing The Walt Disney Company (“Disney”) in connection with the transaction.
Deals & Cases
July 10, 2023
Cravath represented First Solar, Inc. in connection with its $1 billion senior secured revolving credit facility. First Solar, Inc. is a leading American solar technology company and global provider of comprehensive PV solar energy solutions. The transaction closed on June 30, 2023.
Activities & Publications
March 18, 2024
On March 14, 2024, Cravath hosted its 2024 Web3 Regulatory Forum at its offices in New York. The event brought together lawyers from the Firm, market participants, executives, investors and others for presentations by practitioners, current and former regulators, and interactive roundtables examining the most significant regulatory developments in the digital assets and Web3 space.
Activities & Publications
March 12, 2024
On March 12, 2024, Cravath partner Jeffrey T. Dinwoodie published a short essay in the Yale Journal on Regulation’s Notice & Comment blog entitled “A Way Forward for the SEC and Crypto: The SEC’s History of Tailoring Regulatory Frameworks for Nontraditional Securities.” It discusses the SEC’s history of tailoring the securities regulatory framework to the structural features, uses and risks of nontraditional securities—e.g., asset-backed securities, options and security-based swaps. The essay argues that “investors and the market generally would benefit if the SEC would begin the necessary—and inevitable—work of systematically evaluating and developing a regulatory regime for cryptoasset securities.”
Firm News
December 15, 2022
On December 13, 2022, Cravath elected Elizabeth Albert as of counsel of the Firm, effective January 1, 2023.
Activities & Publications
July 29, 2022
On July 29, 2022, Cravath published the latest edition of its Finance & Capital Markets Quarterly Review, which provides an update on the bond, equity and loan markets and on restructuring activity. This edition also examines notable decisions impacting distressed M&A and distressed financing as well as a variety of SEC rulemaking and comment updates, and provides data on the state of convertible debt issuances in the first half of 2022.
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