Mergers and Acquisitions

On November 3, 2025, Kenvue Inc. (“Kenvue”), a global consumer health leader, and Kimberly‑Clark Corporation (“Kimberly‑Clark”), a global personal care leader, announced an agreement under which Kimberly‑Clark will acquire all of the outstanding shares of Kenvue common stock in a cash and stock transaction that values Kenvue at an enterprise value of approximately $48.7 billion, based on the closing price of Kimberly‑Clark common stock on October 31, 2025. Under the terms of the agreement, which has been unanimously approved by each company’s Board of Directors, Kenvue shareholders will receive $3.50 per share in cash as well as 0.14625 Kimberly‑Clark shares for each Kenvue share held at closing. Upon closing of the transaction, current Kenvue shareholders are expected to own approximately 46% and current Kimberly‑Clark shareholders are expected to own approximately 54% of the combined company on a fully diluted basis. Cravath is representing Kenvue in connection with the transaction.

On October 28, 2025, Westinghouse Electric Company (“Westinghouse”), Brookfield Asset Management (“Brookfield”) and Cameco Corporation (“Cameco”) announced that the U.S. Government has entered into a strategic partnership to accelerate the deployment of nuclear power. At the center of the new strategic partnership, at least $80 billion of new reactors will be constructed across the United States using Westinghouse nuclear reactor technology. The partnership contains profit sharing mechanisms that provide for all parties, once certain thresholds are met, to participate in the long‑term financial and strategic value that will be created within Westinghouse by the growth of nuclear energy and advancement of investment into AI capabilities in the United States. Cravath is representing Westinghouse and Brookfield in connection with the strategic partnership.

On October 15, 2025, Lee Equity Partners, LLC (“Lee Equity”), an investment firm specializing in investments in the financial and healthcare services sectors, announced the closing of a $1.6 billion recapitalization of McLarens Global Limited (“McLarens”), a global independent provider of insurance services, to extend Lee Equity’s long‑term partnership with McLarens. Cravath represented members of McLarens’ senior executive team in connection with the transaction.

On October 17, 2025, Banco Sabadell announced that the public takeover bid launched by BBVA in May 2024 received support from only 25.47% of shareholders, and therefore lapsed as it failed to reach the minimum acceptance threshold required for completion. Banco Sabadell will continue as an independent bank. Cravath is representing Banco Sabadell as U.S. counsel in connection with this matter.

On October 3, 2025, White Mountains Insurance Group, Ltd. (“White Mountains”), a Bermuda-domiciled financial services holding company, announced that it has signed a definitive agreement to sell a controlling interest in Bamboo, a data-enabled insurance distribution platform, to funds advised by CVC Capital Partners (“CVC”) in a transaction that values Bamboo at $1.75 billion. White Mountains expects the transaction will result in a gain of approximately $310 to its book value per share and net cash proceeds of approximately $840 million. White Mountains will retain an approximately 15% fully-diluted equity stake in Bamboo post-closing, valued at $250 million based on the transaction. Cravath is representing White Mountains and Bamboo in connection with the transaction.

Cravath partners Alyssa K. Caples, Nicholas A. Dorsey and Daniel J. Cerqueira spoke at the International Bar Association’s 2025 Annual Conference, which was held November 2-7 in Toronto and convened legal professionals from across the globe.

On November 10, 2025, Cravath published the latest edition of its Quarterly Review, which provides insight into practical points, key takeaways and relevant developments across the M&A, activism, restructuring, regulatory and corporate governance landscape. This edition covers:

On October 28, 2025, Cravath prepared a memo for its clients entitled “Back to the Future: IRS and Treasury Reinstate pre‑2024 Guidelines for Spin‑Off Private Letter Rulings.” The memo examines the Internal Revenue Service’s recently released Rev. Proc. 2025‑30, which provides updated guidelines for taxpayers requesting private letter rulings from the IRS for tax‑free spin‑off and split‑off transactions under Section 355. Rev. Proc. 2025‑30 supersedes Rev. Proc. 2024‑24 and withdraws Notice 2024‑38 (together the “2024 Guidance”).

On October 17, 2025, Lawdragon announced the inclusion of 57 Cravath partners in its annual list of the “500 Leading Dealmakers in America.” The list, assembled based on research and vetting by peers, recognizes lawyers in the areas of M&A, capital markets, corporate governance, finance, private equity and tax who “shake the world with the deals they make happen” and are “among the most coveted lawyers in the world.”

On October 14, 2025, the Harvard Law School Association of New York City presented Cravath Presiding Partner Faiza J. Saeed with the organization’s Leadership Award, presented at its annual Leadership Dinner in New York. Faiza was honored alongside Steven Klinsky, Founder and CEO of New Mountain Capital, and Rob Manfred, Commissioner of Major League Baseball.