Derivatives

Cravath represented First Solar, Inc. in connection with its $1.5 billion revolving credit facility. First Solar is America’s leading photovoltaic solar technology and manufacturing company, and the only US‑headquartered company among the world’s largest solar manufacturers. The transaction closed on February 13, 2026.

Cravath represented ODDITY Tech in connection with the $600 million Rule 144A exchangeable senior notes offering by Oddity Finance LLC, guaranteed by ODDITY Tech Ltd. and IM Pro Makeup NY L.P. Oddity Finance LLC is a wholly owned, indirect subsidiary of ODDITY Tech, a consumer technology company building digital‑first brands for the beauty and wellness industries worldwide. In addition, Cravath advised Oddity Finance LLC in connection with capped call transactions entered into in connection with the offering. The transaction closed on June 12, 2025.

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.

On March 17, 2026, Cravath partner Steven Seltzer participated in the International Swaps and Derivatives Association’s (“ISDA”) Introduction to Equity Derivatives – Equity Derivatives Products and ISDA Equity Derivatives Definitions online conference. Steve spoke during a session entitled “ISDA Equity Derivatives Documentation and ISDA Equity Definitions,” which discussed derivatives documentation structures, including master equity confirmation agreements, valuation, payment and delivery and analyzed market disruption events under the ISDA Equity Definitions.

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.

On October 23, 2025, Cravath partner Steven Seltzer conducted a virtual program for the Practising Law Institute entitled “Overview of SEC Rules Related to Share Repurchase Activity and OMR, ASR, and eOMR Transactions.” The program was designed for in‑house counsel, outside attorneys, compliance, finance, bankers and other professionals interested in how publicly traded companies execute share repurchases. Steven provided overviews of SEC Rules 10b‑18 and 10b5‑1, the types of transactions used to accomplish share repurchases and certain enforcement actions related to share repurchases.

On July 1, 2025, Cravath prepared a memo for its clients entitled “Structuring Share Repurchases: Rule 10b‑18 and Rule 10b5‑1 Applied to Open‑Market Share Repurchase Programs, Accelerated Share Repurchase Transactions and Enhanced Open‑Market Share Repurchase Transactions.”

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.