European Commission Clears Orange’s €3.4 Billion Acquisition of Jazztel

The European Commission recently announced that it has approved under the EU Merger Regulation Orange SA’s proposed  €3.4 billion acquisition of Jazztel, plc, a telecommunication company mainly active in Spain.  The deal, which is subject to certain conditions, brings together the third and the fourth largest providers of fixed telecommunication services in Spain.  It is Orange’s largest acquisition in the past 10 years, and allows the parties to combine their activities in fixed telephony and internet services with  mobile services.

To address the Commission’s concerns with respect to the retail market for the provision of fixed internet access services as well as on the potential multiple-play markets including fixed internet access services, Orange offered commitments in Phase II, which aimed at offering to a fourth nation-wide competitor the possibility to enter the retail markets linked to fixed internet access services in Spain. Orange has committed to divest an independent Fibre-To-The-Home (FTTH) network covering 700,000 – 800,000 building units, which is similar to the size of Orange's current FTTH network in Spain. The merged entity will also grant access to Jazztel’s ADSL (Asymmetric Digital Subscriber Line) network to the purchaser of the fiber-optic network.

Longtime client Orange provides telecommunication services in more than 30 countries. Orange is present in the Spanish telecommunication markets through its wholly owned subsidiary operating under the name Orange España S.A.U.  Jazztel, registered in the UK, provides telecommunication services in Spain through its subsidiary Jazz Telecom, S.A.U.

Willkie’s European Antitrust team was led by partner Jacques-Philippe Gunther (Paris) and national partner Adrien Giraud (Brussels), and included associates Nicolas Cassauba, Mathilde Saltiel and Alice Guérin.

Willkie Successfully Defends Appeal of Momentive’s Bankruptcy Plan Confirmation Order

On May 5, Willkie obtained an appellate victory for Momentive Performance Materials Inc. when the Honorable Vincent L. Briccetti of the District Court for the Southern District of New York issued an opinion affirming the Bankruptcy Court’s September 11, 2014 order confirming Momentive’s chapter 11 plan of reorganization.

In August 2014, the Bankruptcy Court held a heavily-contested one-week trial with respect to the confirmation of Momentive’s prenegotiated Plan of Reorganization.  On August 26, 2014, Bankruptcy Judge Robert D. Drain ruled in favor of Momentive on every contested point of its prenegotiated chapter 11 plan of reorganization, which had the support of approximately 90% of its second lien noteholders.  The restructuring resulted in the elimination of more than $3 billion of debt from Momentive’s balance sheet.

Indenture trustees for three of Momentive’s debt issuances appealed Judge Drain’s decision to the District Court for the Southern District of New York, arguing that the Bankruptcy Court incorrectly ruled in favor of Momentive on each contested issue.  Willkie submitted appellate briefs on the merits of the various appeals, as well as motions to dismiss the appeals as equitably moot, as the chapter 11 plan was consummated pursuant to its terms before the appeals were determined by the District Court. Judge Briccetti’s opinion concurred with the reasoning of Momentive and Judge Drain with respect to each contested issue.

The appellate case was handled by an interdepartmental bankruptcy and litigation team, primarily consisting of partners Matthew Feldman, Rachel Strickland, Joseph Baio, Roger Netzer and James Dugan and associates Jennifer Hardy, Dan Kozusko, Ji Kim, Andrew Mordkoff, Christopher Koenig, Stephen Mouritsen and William O’Brien.