Derivatives

On February 3, 2025, Outbrain Inc. (“Outbrain”), a technology platform, announced the closing of its acquisition of Teads, a global omnichannel platform, from Altice. The two companies will merge their offerings to create an omnichannel outcomes platform for the open internet, and will operate under the name Teads. Outbrain, Altice and Teads have amended the previously announced share purchase agreement. Under the terms of the revised agreement, Outbrain will be paying a total consideration of approximately $900 million, consisting of $625 million upfront cash and 43.75 million shares of common stock of Outbrain valued at approximately $263 million. Cravath is representing Outbrain in connection with the transaction.

On December 20, 2024, Cable One, Inc. (“Cable One”) announced that it has entered into definitive agreements to amend its strategic partnership with Mega Broadband Investments (“MBI”). The strategic partnership provides Cable One with a path for a potential acquisition of all the MBI equity it does not already own pursuant to put option and call option arrangements between Cable One and the other MBI equity holders. The purchase price payable by Cable One upon any exercise of the put option or call option will be determined based on MBI’s future performance and other factors. The transaction is valued at approximately $1.5 billion to $1.7 billion, inclusive of upfront payments made by Cable One and initial estimates of option exercise closing payments and related debt assumption, based on an assumed October 1, 2026 option exercise closing. Cable One is a leading broadband communications provider serving more than 1 million residential and business customers across 24 states. 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, cable television and voice services for commercial and residential customers. Cravath is representing Cable One in connection with this transaction.

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.

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.

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 partners Alyssa K. Caples, Margaret T. Segall, Nicholas A. Dorsey, C. Daniel Haaren and Bethany A. Pfalzgraf spoke at the International Bar Association’s 2024 Annual Conference, which was held September 15‑20 in Mexico City and convened legal professionals from across the globe.

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.

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.”