William D.
Podurgiel

On June 4, 2025, Flowserve Corporation (“Flowserve”) and Chart Industries, Inc. (“Chart”) announced that they have entered into a definitive agreement to combine in an all-stock merger of equals, creating a differentiated leader in industrial process technologies. The combined company is expected to have an enterprise value of approximately $19 billion based on the exchange ratio and the closing share prices for Flowserve and Chart as of June 3, 2025. Under the agreement, which has been unanimously approved by the board of directors of each company, at the closing of the transaction Chart shareholders will receive 3.165 shares of Flowserve common stock for each share of Chart common stock owned. Following the close of the transaction, Flowserve shareholders will own approximately 46.5% and Chart shareholders will own approximately 53.5% of the combined company, on a fully diluted basis. Cravath is representing Flowserve in connection with the transaction.

On February 18, 2025, Light & Wonder, Inc. (“Light & Wonder”), the leading cross‑platform global games company, announced that it has entered into a definitive agreement to acquire the charitable gaming assets of Grover Gaming, Inc. and G2 Gaming, Inc. (together, “Grover Gaming”), a leading provider of electronic pull‑tabs for charitable gaming in the U.S., for total consideration of $850 million cash, subject to customary purchase price adjustments, and a four‑year revenue based earn‑out of up to $200 million cash. Cravath is representing Light & Wonder 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 August 8, 2023, Light & Wonder, Inc. (“Light & Wonder”), a global leader in cross-platform games and entertainment, and SciPlay Corporation (“SciPlay”), a leading developer and publisher of digital games on mobile and web platforms, announced that they have entered into a definitive agreement under which Light & Wonder will acquire the remaining approximately 17% equity interest in SciPlay that it does not currently own for $22.95 per share in an all-cash transaction. Cravath is representing Light & Wonder in connection with the transaction.

On April 11, 2025, Cravath partner Michael L. Arnold and of counsel William D. Podurgiel participated in “Proxy Season Hot Topics - Evolving ESG and Shareholder Proposals,” a virtual program co‑hosted by Cravath and the Texas General Counsel Forum. The program reviewed key proxy season updates, including the impact of updated SEC guidance on ESG and shareholder engagement, responses to shareholder proposals under Staff Legal Bulletin 14M, updates to Schedule 13D and 13G reporting and new considerations in ESG disclosures.