Tax

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.

On January 5, 2026, Point Broadband, a provider of high‑speed fiber‑to‑the‑premise internet in small‑town and underserved markets across the United States, announced it has signed a definitive agreement to combine with Clearwave Fiber, a provider of broadband and fiber‑based services to residential and commercial customers which was formed in 2022 through a joint venture among Cable One, GTCR, The Pritzker Organization and Stephens Capital Partners. The combined company will be jointly controlled by GTCR and Berkshire Partners. Cable One, a current investor in both Point Broadband and Clearwave Fiber, will contribute its equity investment in Clearwave Fiber into the go‑forward company and remain a significant shareholder. Cravath is representing Cable One in connection with the transaction.

On December 21, 2025, Clearwater Analytics (“CWAN”) announced that it has entered into a definitive agreement to be acquired in a transaction valued at approximately $8.4 billion by a Permira and Warburg Pincus‑led Investor Group (the “Investor Group”), with participation from Temasek. The Investor Group has key support from Francisco Partners. The Special Committee of the CWAN Board of Directors unanimously recommended this transaction and the CWAN Board of Directors subsequently approved this transaction. Under the terms of the agreement, CWAN stockholders will receive $24.55 per share in cash upon completion of the proposed transaction. Cravath is representing the Special Committee of the CWAN Board of Directors in connection with the transaction.

On December 8, 2025, Paramount, a Skydance Corporation (“Paramount”), announced it has commenced an all-cash tender offer to acquire all of the outstanding shares of Warner Bros. Discovery, Inc. (“WBD”) for $30.00 per share in cash, equating to an enterprise value of $108.4 billion. Paramount’s proposed transaction is for the entirety of WBD, including the Global Networks segment. Cravath is representing Paramount in connection with the transaction.

On December 6, 2025, Viatris Inc. (“Viatris”), a global healthcare company, announced it has entered into definitive agreements with Biocon Limited (“Biocon”) for the sale of Viatris’s equity stake in Biocon Biologics Limited. Under the definitive agreements, Biocon will acquire all of Viatris’s convertible preferred equity in Biocon Biologics Limited for a total consideration of $815 million, consisting of $400 million in cash and $415 million in newly issued equity shares of Biocon. Cravath is representing Viatris in connection with the transaction.

On January 9, 2026, Lawdragon announced the inclusion of 36 Cravath partners in its annual list of the “500 Leading Lawyers in America.” The list, assembled based on research and peer nominations, recognizes “brilliant, impassioned and dedicated” advocates who are expected to “shape the law for decades to come.”

Josh Gordon is the Treasurer and Senior Vice President of Tax at Kyndryl. In this “Where Are They Now?” episode of On Tax, Josh returns to talk with Cravath partner and host Len Teti about Josh’s career since he last appeared on the show as the Vice President, Finance - Controller for IBM Americas in Season 1 (listen to that episode here). They also reflect on the value of staying open to unexpected opportunities and discuss how the synergy between certain business functions often has leaders in tax wearing multiple hats.

Danielle Rolfes is the Partner in Charge of the KPMG Washington National Tax practice. In this episode of On Tax, she and Cravath partner and host Len Teti talk about Danielle’s upbringing, her early career choices and what she considers an unusual path to leadership in the world of tax in front of an audience of students and members of the D.C. community at Georgetown University Law Center for the show’s first live recording. They also discuss what Danielle most enjoys about working in a national tax practice, and the different paths available to young tax lawyers just beginning their careers.

Jack Bernstein is the Senior Tax Partner at the law firm Aird & Berlis in Toronto, Canada. In this episode of On Tax, he and Cravath partner and host Len Teti discuss how Jack built his international tax practice, and the essential role relationship building has played throughout his career. They also share advice for young tax associates just starting out and reflect on the ways in which writing articles, attending conferences and joining law organizations helps legal professionals both hone their craft and establish themselves in the market.

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”).