Cravath tax partners Stephen Gordon and Lauren Angelilli advise Disney on $52.4 billion acquisition of 21st Century Fox

The Walt Disney Company (“Disney”) and Twenty‑First Century Fox, Inc. (“21st Century Fox”) announced earlier this month that they have entered into a definitive agreement for Disney to acquire 21st Century Fox, including the Twentieth Century Fox Film and Television studios, along with cable and international TV businesses, for approximately $52.4 billion in stock, subject to adjustment. Immediately prior to the acquisition, 21st Century Fox will separate the Fox Broadcasting network and stations, Fox News Channel, Fox Business Network, FS1, FS2 and Big Ten Network into a newly listed company that will be spun off to its shareholders. Cravath is representing Disney in connection with the transaction.

The Cravath team is led by partners Faiza J. Saeed and Eric L. Schiele and includes associates Nicholas A. Dorsey, Allison M. Wein, Daniel J. Cerqueira and foreign associate attorney Joshua B. Whitford on M&A matters; partners Stephen L. Gordon and Lauren Angelilli, senior attorney Andrew Carlon and associates Ashley N. Elnicki, Peter W. Rogers and Joyce Y. Kim on tax matters; partners Jonathan J. Katz and Eric W. Hilfers, senior attorney Nicole F. Foster and associates Daniel P. Herrmann and Jana I. Hymowitz on executive compensation and benefits matters; partner David J. Kappos and associate Nicholas Kypriotakis on intellectual property matters; and partner Matthew Morreale on environmental matters; and senior attorney Joyce Law and practice area attorney Brian M. Budnick on real estate matters. Kevin P. Gibson, Shaylyn Harper, Samantha J. Ostrom and Julia H. Rhieu also worked on M&A matters.

Ms. Angelilli’s recent transactions include representing:

• Time Warner Inc. on M&A and regular corporate tax matters, including its pending sale to AT&T, its investment in Hulu, its spin‑offs of Time Inc. and AOL, the separation of Time Warner Cable and the split‑off of the Atlanta Braves to Liberty Media Corporation;

• Honeywell in its sale of Honeywell Technology Solutions to KBR, the spin‑off of its Resins and Chemicals business into a new independent public company, AdvanSix, and its proposal to acquire United Technologies;

• The Strategic Review Committee of the Board of Directors of Yahoo in the acquisition of Yahoo’s operating business by Verizon;

• Anheuser‑Busch InBev in its acquisition of SABMiller, the sale of SABMiller’s U.S. and global Miller branded businesses to Molson Coors and an asset swap with Ambev in which AB InBev transferred SABMiller’s Panamanian business to Ambev and Ambev transferred its business in Colombia, Peru and Ecuador to AB InBev;

• Pitney Bowes in its acquisitions of Newgistics and Borderfree;

• Cable ONE in its acquisition of NewWave Communications;

• DreamWorks Animation in its sale to Comcast;

• Stage Stores in its acquisition of select assets of Gordmans Stores through a bankruptcy auction;

• Alere in its sale to Abbott Laboratories;

• Shire in its combination with Baxalta;

• Amblin Partners in its strategic partnership with Alibaba Pictures and Amblin Partners and Steven Spielberg in the formation of Amblin with Participant Media, Reliance Entertainment and Entertainment One;

• Starwood Hotels in its sale to Marriott International;

• Ashland in its acquisition of Pharmachem, the tax‑free separation of its Valvoline business and the sale of Ashland Water Technologies to Clayton, Dubilier & Rice;

• Cameron International in its sale to Schlumberger and in the creation of the OneSubsea joint venture with Schlumberger;

• Welch Allyn in its sale to Hill‑Rom;

• H.J. Heinz and 3G Capital in Heinz’s merger with Kraft Foods Group to form The Kraft Heinz Company;

• Xerox in its spin‑off of Conduent and in the sale of its information technology outsourcing business to Atos;

• Temasek in its investment in Virtu Financial;

• Graham Holdings in the spin‑off of Cable ONE;

• Minerals Technologies in its acquisition of AMCOL International;

• AmerisourceBergen in its strategic relationship with Walgreens and Alliance Boots;

• The special committee of the board of directors of Assisted Living Concepts (ALC) in the sale of ALC to TPG Capital;

• Delta Air Lines in its acquisition of 49% of Virgin Atlantic from Singapore Airlines and in Delta’s related trans‑Atlantic joint venture with Virgin;

• The special committee of the board of directors of CNH Global in connection with the merger of Fiat Industrial and CNH Global with and into CNH Industrial;

• The independent directors of JDA Software Group in the leveraged buyout of JDA by affiliates of New Mountain Capital;

• Starbucks in its acquisition of Teavana, its commercial arrangement with Oprah Winfrey and its investment in Square;

• DreamWorks Animation SKG in several matters, including the formation of Oriental DreamWorks with China Media Capital and Shanghai Media Group and in its initial public offering;

• The special committee of the J.Crew board of directors in connection with J.Crew’s leveraged buyout by TPG Capital and Leonard Green;

• UAL Corporation in connection with its merger of equals with Continental Airlines, creating United Continental Holdings, the world’s largest airline;

• White Mountains Insurance Group in connection with its split‑off of certain insurance businesses to General Reinsurance;

• Sprint Corporation in connection with its merger with Nextel Communications and later spin‑off of EMBARQ Corporation;

• EMBARQ Corporation in connection with its acquisition by CenturyTel;

• Royal Dutch Shell in connection with the combination of Royal Dutch Petroleum Company and Royal Dutch Shell plc;

• Genpact Limited in connection with its initial public offering, an investment by Bain Capital and its acquisition of Headstrong; and

• Bristol‑Myers Squibb on general tax planning and M&A matters, including the initial public offering and split‑off of Mead Johnson Nutrition Company and in the sale of its ConvaTec business unit to Nordic Capital Fund VII.

 

Mr. Gordon’s recent transactions include representing:

• Northrop Grumman in its pending $9.2 billion acquisition of Orbital ATK;

• OneBeacon Insurance and White Mountains Insurance in the $1.7 billion sale of OneBeacon Insurance to Intact Financial, and White Mountains in its $2.2 billion sale of Sirius International Insurance and in the $1 billion sale of its Esurance and Answer Financial businesses to Allstate;

• Stanley Black & Decker in its acquisition of the Craftsman brand from Sears Holdings and in its $1.95 billion acquisition of the Tools business of Newell Brands;

• Ashland in its $660 million acquisition of Pharmachem, in the tax‑free separation of its Valvoline business, in the $1.8 billion sale of Ashland Water Technologies, in its $3.2 billion acquisition of International Specialty Products, in its $980 million sale of its global distribution business and in the Morris Trust merger of its interest in Marathon Ashland Petroleum with Marathon;

• Anheuser‑Busch InBev in its $123 billion acquisition of SABMiller and the $12 billion sale of SABMiller’s U.S. and global Miller branded businesses to Molson Coors;

• H.J. Heinz and 3G Capital in Heinz’s $60 billion merger with Kraft Foods Group to form The Kraft Heinz Company;

• Time Warner in its spin‑offs of Time Inc., AOL and Time Warner Cable, and its split‑off of the Atlanta Braves;

• Mylan in its $9.9 billion acquisition of Meda, its proposal to acquire Perrigo in a transaction valued at approximately $35 billion and its $5.6 billion inversion acquisition of certain non‑U.S. businesses from Abbott Laboratories;

• Shire in its $32 billion combination with Baxalta;

• Cameron International in its $15 billion sale to Schlumberger and in the creation of the OneSubsea joint venture with Schlumberger;

• BDT Capital Partners in its majority investment in Alliance Laundry Systems;

• Cigna in its proposed $54.2 billion merger with Anthem;

• Avon in its £140 million sale of Liz Earle to Walgreens Boots Alliance;

• Welch Allyn in its $2.05 billion sale to Hill‑Rom;

• Barnes & Noble in its spin‑off of Barnes & Noble Education, the parent of Barnes & Noble College, in its strategic investments and related commercial agreements by Microsoft and Pearson in NOOK Media and in the PIPE investment made by Liberty Media;

• LexisNexis Risk Solutions, a division of RELX Group (formerly Reed Elsevier), in its acquisition of Health Market Science;

• Casa Cuervo in an asset swap with Diageo in which Casa Cuervo exchanged full ownership and control of Don Julio Tequila plus $408 million of cash for The Old Bushmills Distillery and the Bushmills Irish Whiskey brand;

• The transaction committee of the board of directors of Norwegian Cruise Line in the $3.025 billion acquisition of Prestige Cruises International by Norwegian;

• Alliant Techsystems in the spin‑off of its Sporting Group to its shareholders and the merger of its Aerospace and Defense Groups with Orbital Sciences Corporation through a tax‑free Morris Trust merger of equals;

• AerCap in its $7.6 billion acquisition of International Lease Finance Corporation from American International Group;

• Bristol‑Myers Squibb in its $4.1 billion disposition of its diabetes business to AstraZeneca;

• Toll Brothers in its $1.6 billion acquisition of the home building business of Shapell Industries;

• Saint‑Gobain in the sale of its U.S. glass packaging business to Ardagh Glass for approximately $1.7 billion;

• Delta Air Lines in its acquisition of 49% of Virgin Atlantic from Singapore Airlines and in Delta’s related trans‑Atlantic joint venture with Virgin;

• The special committee of the board of directors of CNH Global in the merger of Fiat Industrial and CNH Global into CNH Industrial;

• DreamWorks in its formation as a live‑action and animation studio, the IPO of DreamWorks Animation and the acquisition of Classic Media by DreamWorks Animation;

• Kraft Foods in the $26.8 billion spin‑off of its North American grocery business, the $3.7 billion sale of its frozen pizza business to Nestlé USA and in the $1.7 billion  Reverse Morris Trust transfer of its Post Cereals business to Ralcorp;

• Pentair in its $10 billion Reverse Morris Trust merger with Tyco Flow;

• Novartis in its $470 million acquisition of Genoptix; and

• Qualcomm in its $3.1 billion acquisition of Atheros.