Financial Institutions Group (FIG)

On September 6, 2022, Texas Capital Bancshares, Inc. (“Texas Capital”) announced it has entered into a definitive agreement to sell BankDirect Capital Finance, LLC (“BankDirect”), its insurance premium finance subsidiary, to AFCO Credit Corporation (“AFCO”), an indirect wholly‑owned subsidiary of Truist Financial Corp. (“Truist”), in an all‑cash transaction for a purchase price of approximately $3.4 billion. This transaction represents the divestiture of the entire business unit including the equity interests of BankDirect and the associated loan balances held by Texas Capital Bank and no parent funding, deposits or capital will be transferred. Cravath is representing Texas Capital in connection with the transaction.

On August 2, 2022, Cowen Inc. (“Cowen”) and TD Bank Group (“TD”) announced a definitive agreement for TD to acquire Cowen in an all-cash transaction with an enterprise value of $1.9 billion. Cravath is representing Cowen in connection with the transaction.

Cravath represented the underwriters in connection with the $1 billion registered debt offering of HSBC USA Inc., an indirect wholly owned subsidiary of HSBC Holdings plc, a global financial services company. The transaction closed on May 24, 2022.

On May 16, 2022, SMBC Aviation Capital, one of the world’s leading aircraft leasing companies, announced that it has reached agreement with NWS Holdings Limited and Chow Tai Fook Enterprises Limited to acquire Goshawk Aviation (“Goshawk”), the Dublin‑based global aircraft lessor. Under the terms of the agreement, SMBC Aviation Capital will acquire Goshawk Management (Ireland), Goshawk’s Irish‑incorporated operating entity together with associated corporate assets for an enterprise value of $6.7 billion. The combined business will continue to operate as SMBC Aviation Capital and will consist of a single corporate structure incorporated in the Republic of Ireland, and will be the second largest leasing company by number of aircraft globally and the largest Japanese owned aircraft lessor. Cravath is representing SMBC Aviation Capital in connection with the transaction.

On September 15, 2021, GreenSky, Inc. (“GreenSky”) and The Goldman Sachs Group, Inc. (“Goldman Sachs”) announced that they have entered into a definitive agreement pursuant to which Goldman Sachs will acquire GreenSky, the largest fintech platform for home improvement consumer loan originations, in an all‑stock transaction valued at approximately $2.24 billion. Cravath is representing GreenSky in connection with the transaction.

On May 17, 2023, Cravath, in collaboration with the Global Financial Markets Association (GFMA), Boston Consulting Group (BCG) and Clifford Chance, published a report highlighting the potential transformative benefits of Distributed Ledger Technology (DLT) for capital markets and calling for market participants to shape its future use, as well as for greater regulatory clarity from policy makers. The report, “The Impact of Distributed Ledger Technology in Global Capital Markets,” evaluates the opportunities and risks of DLT and DLT‑based securities and assesses the applicability of existing legal, regulatory and risk management frameworks. Cravath partners D. Scott Bennett and Elad L. Roisman contributed to the publication, assisted by associates Daniel M. Barabander and Danjie Fang. Danielle A. Solaru also contributed to the publication.

On May 4, 2023, Cravath partner Jelena McWilliams was featured on CNBC’s “Squawk on the Street.” In her feature interview, she discusses the importance of stabilizing the banking system and rebuilding investor and depositor confidence, as well as the need for real‑time data as part of regulation. She also discusses community, mid‑size and regional banks and the role they play in communities they serve and within the broader financial landscape.

On May 8, 2023, Cravath partner Jelena McWilliams was featured on Bloomberg TV’s “Bloomberg Surveillance.” In her feature interview, she discusses the role community, mid‑size and regional banks play as commercial real estate and industrial lenders. She also discusses the importance of stabilizing the banking system and the current FDIC bank assessment rates.

On April 26, 2023, Cravath partner Jelena McWilliams participated in the Empire Fintech Conference, which was hosted by Empire Startups as part of its New York Fintech Week 2023. Jelena was featured in a fireside chat on the fintech landscape.

On May 2, 2023, Cravath partner Jelena McWilliams participated in the Milken Institute’s 26th annual Global Conference, which was held from April 30 - May 3, 2023 in Los Angeles, CA. Jelena spoke on a panel entitled “Risk and Regulation: The State of US Banking,” which reviewed the regulatory response to recent failures and near‑failures of banks, if the vulnerabilities already identified are unique to banks or symptomatic of wider problems within the banking system and what changes need to be made to laws, regulations and oversight of banks.