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Corporate

Capital Markets

Capital Markets

Cravath has one of the most respected capital markets practices in the world. We hold a distinctive reputation for devising and executing the innovative, sophisticated deal structures underlying landmark financing transactions, including the first simultaneous cross‑border tender offer, direct listings, high‑profile IPOs and acquisition financings for many of the largest U.S. and cross‑border transactions.

Our practice is balanced between representing issuers and underwriters on debt, equity and hybrid offerings, both domestically and internationally. Cravath’s substantial presence in London, where we have one of the largest contingents of U.S. lawyers in the city, enhances our ability to provide seamless, round‑the‑clock coverage.

We execute complex, cross-border deals issued in multiple currencies, as well as IPOs and other high‑profile transactions for companies ranging from emerging startups to leading multinational corporations in the United States and abroad. Our lawyers have led offerings in a broad range of industries and we also regularly advise on SEC‑registered and Rule 144A offerings by sovereign and supranational entities.

Our U.S. and foreign private issuer clients rely on Cravath’s expertise to resolve their most challenging issues before the SEC, including on difficult accounting or other disclosure matters, as well as potential reporting and compliance issues. Cravath lawyers maintain strong relationships with members of the SEC staff and our representation includes alerting our clients to newly enacted U.S. securities laws and SEC and exchange rules and regulations, as well as advising them with respect to compliance with these requirements. We also counsel clients on how U.S. securities laws and regulations interact with evolving areas such as crypto and data privacy.

Our lawyers’ ability to execute all offering types, our client-targeted expertise and our commercial understanding of business situations are highly recommended by clients and peers:

  • “Clear leaders in the market, [Cravath] presents the complete package for clients: ‘They know how to move a deal along, and they know the SEC.’”  Chambers
  • “They are a perennial leader in capital markets transactions in Europe.”  Chambers
  • “Cravath runs a top-notch U.S. securities practice from its London office and is involved in some of the largest transactions in the U.S. and global equity capital markets.”  The Legal 500
  • “Cravath has served as one of our primary outside counsels for over 20 years. They’ve helped us in a variety of different matters and transactions including an IPO, secondary equity offerings, and, more recently, a 144A debt offering. I would say that the firm in general, but specifically the capital markets team, provides the highest quality legal services that I think we get from any outside counsel. I’ve found their work to be uniformly excellent. They get some of the brightest people, they have a pretty broad range of expertise, and the quality of the lawyers is uniformly high. They’re very responsive and I think they really meet the client’s needs in pretty much all facets.”  IFLR1000
  • “They collaborate seamlessly to ensure they deliver their firm’s absolute best on every client matter.”  Chambers
  • “Absolutely outstanding. Deep technical expertise combined with wide sector knowledge and unbelievable commitment.”  IFLR1000
  • “Excellent lawyers technically and creative problem-solvers” who are “regularly sought for advice on complex or esoteric capital markets issues.”  Chambers 
  • Cravath is “the best at anticipating and answering our changing legal needs.”  Chambers
  • “There’s Cravath and then there’s everyone else.”  The Legal 500

Our practice is balanced between representing issuers and underwriters on debt, equity and hybrid offerings, both domestically and internationally. Cravath’s substantial presence in London, where we have one of the largest contingents of U.S. lawyers in the city, enhances our ability to provide seamless, round‑the‑clock coverage.

We execute complex, cross-border deals issued in multiple currencies, as well as IPOs and other high‑profile transactions for companies ranging from emerging startups to leading multinational corporations in the United States and abroad. Our lawyers have led offerings in a broad range of industries and we also regularly advise on SEC‑registered and Rule 144A offerings by sovereign and supranational entities.

Our U.S. and foreign private issuer clients rely on Cravath’s expertise to resolve their most challenging issues before the SEC, including on difficult accounting or other disclosure matters, as well as potential reporting and compliance issues. Cravath lawyers maintain strong relationships with members of the SEC staff and our representation includes alerting our clients to newly enacted U.S. securities laws and SEC and exchange rules and regulations, as well as advising them with respect to compliance with these requirements. We also counsel clients on how U.S. securities laws and regulations interact with evolving areas such as crypto and data privacy.

Our lawyers’ ability to execute all offering types, our client-targeted expertise and our commercial understanding of business situations are highly recommended by clients and peers:

  • “Clear leaders in the market, [Cravath] presents the complete package for clients: ‘They know how to move a deal along, and they know the SEC.’”  Chambers
  • “They are a perennial leader in capital markets transactions in Europe.”  Chambers
  • “Cravath runs a top-notch U.S. securities practice from its London office and is involved in some of the largest transactions in the U.S. and global equity capital markets.”  The Legal 500
  • “Cravath has served as one of our primary outside counsels for over 20 years. They’ve helped us in a variety of different matters and transactions including an IPO, secondary equity offerings, and, more recently, a 144A debt offering. I would say that the firm in general, but specifically the capital markets team, provides the highest quality legal services that I think we get from any outside counsel. I’ve found their work to be uniformly excellent. They get some of the brightest people, they have a pretty broad range of expertise, and the quality of the lawyers is uniformly high. They’re very responsive and I think they really meet the client’s needs in pretty much all facets.”  IFLR1000
  • “They collaborate seamlessly to ensure they deliver their firm’s absolute best on every client matter.”  Chambers
  • “Absolutely outstanding. Deep technical expertise combined with wide sector knowledge and unbelievable commitment.”  IFLR1000
  • “Excellent lawyers technically and creative problem-solvers” who are “regularly sought for advice on complex or esoteric capital markets issues.”  Chambers 
  • Cravath is “the best at anticipating and answering our changing legal needs.”  Chambers
  • “There’s Cravath and then there’s everyone else.”  The Legal 500
  • Deals & Cases
  • Recent News & Insights

Deals & Cases

January 08, 2026

Genmab’s $3.5 Billion of Credit Facilities and Offering of $1.5 Billion Senior Secured Notes and $1 Billion Senior Unsecured Notes in Connection with its Acquisition of Merus

Cravath represented the administrative agent, joint lead arrangers and joint bookrunners in connection with $3.5 billion of credit facilities made available to Genmab, a leading international biotechnology company, and one of its wholly‑owned subsidiaries, Genmab Finance LLC, as part of the financing transactions undertaken in connection with its acquisition of Merus N.V., a leading oncology company developing innovative antibody therapeutics. The credit facilities consisted of a $2 billion term loan “B” facility, a $1 billion term loan “A” facility and a $500 million revolving credit facility. The transaction closed on December 12, 2025.

Deals & Cases

January 07, 2026

Mattamy Group Corporation’s High‑Yield Senior Notes Offerings

Cravath represented the initial purchasers in connection with the $475 million and C$350 million 144A/Reg. S high‑yield senior notes offering of Mattamy Group Corporation, North America's largest privately owned homebuilder and Canada’s largest new home construction and development firm at the time of the offering. The transactions closed on December 17, 2025.

Deals & Cases

January 05, 2026

Cable One’s $1.3 Billion Acquisition of Full Ownership of MBI

On January 5, 2026, Cable One, Inc. (“Cable One”) announced it has entered into a definitive agreement to acquire all of the equity interests in Mega Broadband Investments Holdings LLC (“MBI”) that it does not already own in a transaction valued at approximately $1.3 billion. Cable One currently owns a 45% stake in MBI, and certain affiliates of GTCR LLC and MBI management own the balance of MBI. MBI is a leading provider of broadband services across the Southeast, Northwest and Mid‑South United States and offers an extensive range of broadband, fiber connectivity, video and voice services for approximately 210,000 residential and business data customers. Based on currently available information, (i) the purchase price payable by Cable One for the 55% of MBI that it does not already own is expected to range between approximately $475 million and $495 million and (ii) MBI’s total net debt at the time it becomes wholly owned by Cable One is expected to be approximately $845 million to $895 million. Cravath is representing Cable One in connection with the transaction.

Deals & Cases

December 29, 2025

Stewart Information Services Corporation’s Primary Common Stock Offering

Cravath represented the underwriters in connection with the $148 million primary common stock offering of Stewart Information Services Corporation. Through its subsidiaries, Stewart Information Services Corporation provides title insurance and real estate transaction services. The transaction closed on December 12, 2025.

Deals & Cases

December 24, 2025

Acushnet Company’s High‑Yield Senior Notes Offering

Cravath represented the initial purchasers in connection with the $500 million 144A/Reg. S high‑yield senior notes offering of Acushnet Company, a wholly‑owned subsidiary of Acushnet Holdings Corp., a global leader in the design, development, manufacture and distribution of performance‑driven golf products. The transaction closed on November 24, 2025.

Publications

December 29, 2025

Section 16(a) Share Ownership and Transaction Reporting Obligations to Apply to Directors and Officers of Foreign Private Issuers from March 18, 2026

On December 23, 2025, Cravath prepared a memo for its clients entitled “Section 16(a) Share Ownership and Transaction Reporting Obligations to Apply to Directors and Officers of Foreign Private Issuers from March 18, 2026.” The memo examines the Holding Foreign Insiders Accountable Act and how directors and officers of foreign private issuers will be required to comply with the share ownership and transaction reporting obligations of paragraph (a) of Section 16 of the Securities Exchange Act of 1934 within 90 days of the enactment of the 2026 U.S. National Defense Authorization Act.

Publications

December 24, 2025

The Review of Securities & Commodities Regulation Publishes Article by Andy Pitts, Dan Haaren and Steve Seltzer on Structuring Share Repurchases 

On December 10, 2025, The Review of Securities & Commodities Regulation published an article written by Cravath partners Andrew J. Pitts, C. Daniel Haaren and Steven Seltzer entitled “Structuring Share Repurchases: Rule 10b‑18 and Rule 10b5‑1 Applied to Various Open‑Market Repurchase Programs.” The article examines share repurchase programs, a tool used by many public companies to return capital to shareholders. It discusses how Rule 10b‑18 and Rule 10b5‑1 of the Securities Exchange Act of 1934 operate, how OMR, ASR and eOMR transactions work and the extent to which Rule 10b‑18 and Rule 10b5‑1 may apply to these types of transactions.

Activities

December 01, 2025

Cravath Shortlisted for Law.com International’s 2025 Banking and Finance Team of the Year Award

In November 2025, Cravath was shortlisted for Law.com International’s 2025 Banking and Finance Team of the Year award as part of Law.com International’s annual British Legal Awards. The awards honor the “standout achievements of law firms, in‑house teams, chambers, and individuals who are driving the legal profession forward,” recognizing landmark deals, innovative strategies, impactful advocacy and client service shaping the future of the UK legal landscape.

Firm News

November 20, 2025

Cravath Announces New Partners and Of Counsels

Cravath has elected the following new partners, who will become members of the Firm on January 1, 2026:

Activities

November 12, 2025

Dan Haaren Chairs and Scott Bennett and Lisa Kohl Speak at PLI’s Securities Offerings 2025: A Public Offering From Start to Finish

On November 10, 2025, Cravath partners D. Scott Bennett and C. Daniel Haaren and of counsel Lisa M. Kohl participated in “Securities Offerings 2025: A Public Offering From Start to Finish,” a program presented by the Practising Law Institute in New York. The program simulated a public offering from start to finish. Dan chaired the program, delivered opening remarks and appeared on panels entitled “Underwriting Arrangements, Listing Process and FINRA Review,” which reviewed the underwriting and stock exchange listing processes and “Ethics, Due Diligence and the Offering Process,” which surveyed ethical issues that arise in the due diligence and offering processes and how to avoid them. Scott and Dan spoke together on a panel entitled “Introduction to the Law of Securities Offerings,” which reviewed the basic legal framework for registered public securities offerings. Together, Dan and Lisa appeared on panels entitled “Working Effectively with the SEC: Preparing Your Registration Statement,” which covered registration statement preparation and SEC review processes and “Financial and Accounting Disclosures in Offering Documents and Related Considerations,” in which panelists discussed financial disclosure and other offering documentation processes.

Deals & Cases

January 08, 2026

Genmab’s $3.5 Billion of Credit Facilities and Offering of $1.5 Billion Senior Secured Notes and $1 Billion Senior Unsecured Notes in Connection with its Acquisition of Merus

Cravath represented the administrative agent, joint lead arrangers and joint bookrunners in connection with $3.5 billion of credit facilities made available to Genmab, a leading international biotechnology company, and one of its wholly‑owned subsidiaries, Genmab Finance LLC, as part of the financing transactions undertaken in connection with its acquisition of Merus N.V., a leading oncology company developing innovative antibody therapeutics. The credit facilities consisted of a $2 billion term loan “B” facility, a $1 billion term loan “A” facility and a $500 million revolving credit facility. The transaction closed on December 12, 2025.

Deals & Cases

January 07, 2026

Mattamy Group Corporation’s High‑Yield Senior Notes Offerings

Cravath represented the initial purchasers in connection with the $475 million and C$350 million 144A/Reg. S high‑yield senior notes offering of Mattamy Group Corporation, North America's largest privately owned homebuilder and Canada’s largest new home construction and development firm at the time of the offering. The transactions closed on December 17, 2025.

Deals & Cases

January 05, 2026

Cable One’s $1.3 Billion Acquisition of Full Ownership of MBI

On January 5, 2026, Cable One, Inc. (“Cable One”) announced it has entered into a definitive agreement to acquire all of the equity interests in Mega Broadband Investments Holdings LLC (“MBI”) that it does not already own in a transaction valued at approximately $1.3 billion. Cable One currently owns a 45% stake in MBI, and certain affiliates of GTCR LLC and MBI management own the balance of MBI. MBI is a leading provider of broadband services across the Southeast, Northwest and Mid‑South United States and offers an extensive range of broadband, fiber connectivity, video and voice services for approximately 210,000 residential and business data customers. Based on currently available information, (i) the purchase price payable by Cable One for the 55% of MBI that it does not already own is expected to range between approximately $475 million and $495 million and (ii) MBI’s total net debt at the time it becomes wholly owned by Cable One is expected to be approximately $845 million to $895 million. Cravath is representing Cable One in connection with the transaction.

Deals & Cases

December 29, 2025

Stewart Information Services Corporation’s Primary Common Stock Offering

Cravath represented the underwriters in connection with the $148 million primary common stock offering of Stewart Information Services Corporation. Through its subsidiaries, Stewart Information Services Corporation provides title insurance and real estate transaction services. The transaction closed on December 12, 2025.

Deals & Cases

December 24, 2025

Acushnet Company’s High‑Yield Senior Notes Offering

Cravath represented the initial purchasers in connection with the $500 million 144A/Reg. S high‑yield senior notes offering of Acushnet Company, a wholly‑owned subsidiary of Acushnet Holdings Corp., a global leader in the design, development, manufacture and distribution of performance‑driven golf products. The transaction closed on November 24, 2025.

Publications

December 29, 2025

Section 16(a) Share Ownership and Transaction Reporting Obligations to Apply to Directors and Officers of Foreign Private Issuers from March 18, 2026

On December 23, 2025, Cravath prepared a memo for its clients entitled “Section 16(a) Share Ownership and Transaction Reporting Obligations to Apply to Directors and Officers of Foreign Private Issuers from March 18, 2026.” The memo examines the Holding Foreign Insiders Accountable Act and how directors and officers of foreign private issuers will be required to comply with the share ownership and transaction reporting obligations of paragraph (a) of Section 16 of the Securities Exchange Act of 1934 within 90 days of the enactment of the 2026 U.S. National Defense Authorization Act.

Publications

December 24, 2025

The Review of Securities & Commodities Regulation Publishes Article by Andy Pitts, Dan Haaren and Steve Seltzer on Structuring Share Repurchases 

On December 10, 2025, The Review of Securities & Commodities Regulation published an article written by Cravath partners Andrew J. Pitts, C. Daniel Haaren and Steven Seltzer entitled “Structuring Share Repurchases: Rule 10b‑18 and Rule 10b5‑1 Applied to Various Open‑Market Repurchase Programs.” The article examines share repurchase programs, a tool used by many public companies to return capital to shareholders. It discusses how Rule 10b‑18 and Rule 10b5‑1 of the Securities Exchange Act of 1934 operate, how OMR, ASR and eOMR transactions work and the extent to which Rule 10b‑18 and Rule 10b5‑1 may apply to these types of transactions.

Activities

December 01, 2025

Cravath Shortlisted for Law.com International’s 2025 Banking and Finance Team of the Year Award

In November 2025, Cravath was shortlisted for Law.com International’s 2025 Banking and Finance Team of the Year award as part of Law.com International’s annual British Legal Awards. The awards honor the “standout achievements of law firms, in‑house teams, chambers, and individuals who are driving the legal profession forward,” recognizing landmark deals, innovative strategies, impactful advocacy and client service shaping the future of the UK legal landscape.

Firm News

November 20, 2025

Cravath Announces New Partners and Of Counsels

Cravath has elected the following new partners, who will become members of the Firm on January 1, 2026:

Activities

November 12, 2025

Dan Haaren Chairs and Scott Bennett and Lisa Kohl Speak at PLI’s Securities Offerings 2025: A Public Offering From Start to Finish

On November 10, 2025, Cravath partners D. Scott Bennett and C. Daniel Haaren and of counsel Lisa M. Kohl participated in “Securities Offerings 2025: A Public Offering From Start to Finish,” a program presented by the Practising Law Institute in New York. The program simulated a public offering from start to finish. Dan chaired the program, delivered opening remarks and appeared on panels entitled “Underwriting Arrangements, Listing Process and FINRA Review,” which reviewed the underwriting and stock exchange listing processes and “Ethics, Due Diligence and the Offering Process,” which surveyed ethical issues that arise in the due diligence and offering processes and how to avoid them. Scott and Dan spoke together on a panel entitled “Introduction to the Law of Securities Offerings,” which reviewed the basic legal framework for registered public securities offerings. Together, Dan and Lisa appeared on panels entitled “Working Effectively with the SEC: Preparing Your Registration Statement,” which covered registration statement preparation and SEC review processes and “Financial and Accounting Disclosures in Offering Documents and Related Considerations,” in which panelists discussed financial disclosure and other offering documentation processes.

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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.

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