Willkie Represents Hallmark Cards in $1.162 Billion Debt Recapitalization

July 6, 2010

Firm assists Hallmark Cards, Incorporated in connection with the recapitalization of its approximately $1.162 billion of debt in Crown Media Holdings, Inc.

On June 29, Crown Media Holdings, Inc., owner and operator of the Hallmark Channel and the Hallmark Movie Channel, completed its previously announced recapitalization transactions with Willkie client Hallmark Cards, Incorporated and its affiliates, valued at approximately $1.162 billion.

The amounts due to Hallmark Cards and its affiliates are being restructured into $315.0 million principal amount of new debt instruments with maturities of December 31, 2013, $185 million liquidation preference of convertible preferred stock of the company, and 254,887,860 shares of Class A Common Stock of the company, which will be subject to the terms of a new stockholders agreement entered into between Crown and Hallmark. As a result of the recapitalization, Hallmark will own in excess of 90% of the outstanding common stock of Crown Media.

Hallmark greeting cards and other products are found in more than 41,000 retail outlets in the U.S., including the network of flagship Hallmark Gold Crown® stores. Hallmark also offers products in more than 30 languages available in 100 countries. The matter was handled by partners Maurice Lefkort and Christopher Peters and associates Kenneth Sicklick, Andrew Reardon, Adeline Park and John Dearie.