Communications & Media Industry

We have extensive experience in the communications and media sectors, both in the United States and around the world. Our clients include, Time Warner, Turner Broadcasting, Cablevision, Comcast and other companies active in these sectors, including private equity funds in several acquisitions and dispositions of media-related portfolio companies.

We have extensive expertise in the communications and media sectors, both in the United States and around the world. Our clients include, Time Warner, Turner Broadcasting, Cablevision, Comcast and other companies active in these sectors, including private equity funds in several acquisitions and dispositions of media-related portfolio companies.

Antitrust and Competition

  • France Télévisions: Obtained EU general Court approval for financing regime granted by French State.

    Orange/Cogent: Obtained a dismissal before the Paris Court of Appeal for French multinational telecommunications corporation Orange in a competition matter brought by Cogent.

    Orange/Jazztel:  Obtained approval for Orange’s €3.4 billion acquisition of Jazztel, plc 

    Trader Publishing Company: Advised Trader Publishing in antitrust matters.

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Business Reorganization and Restructuring

  • Broadview Networks: Represented the provider of communications and IT solutions in the formulation, negotiation and bankruptcy court process for its prepackaged chapter 11 plan, which was confirmed by the bankruptcy court 42 days after the bankruptcy filing.

    Cengage Learning: Represent the independent director of Cengage Learning, in connection with an exhaustive investigation and systematic analysis of the propriety of the prepetition acquisition of certain Cengage debt instruments by Apax Partners (Cengage’s majority owner) and Cengage itself. Cengage Learning filed for bankruptcy on July 2, 2013. On September 13, 2013, Willkie finalized and filed a comprehensive report addressing the complex issues that framed its investigation.

    Classic Cable, Inc.: Represented Classic Cable, a provider of cable television services to markets in Texas and additional states in the southwest, Rocky Mountains and Great Plains regions, in its complex chapter 11 case.

    Dish Network/TerreStar Network: Represented DISH Network on its “stalking horse” bid of $1.375 billion in cash and the assumption of liabilities for TerreStar Networks, an integrated satellite and terrestrial telecommunications company in chapter 11.

    Ernst & Young/Hollinger, Inc.: Represented the global accounting firm Ernst & Young as a monitor in the restructuring of Toronto-based Hollinger, a major publisher of newspapers in Canada and the United States.

    FairPoint Communications: FairPoint Communications: Represented Bank of America, as administrative agent for a syndicate of lenders holding approximately $2 billion in senior secured debt, in the chapter 11 case of telecommunications company FairPoint Communications. We represented Bank of America and worked closely a lender steering committee that included Paulson, Angelo Gordon and Lehman, to negotiate a lender-supported plan that resulted in the distribution of FairPoint’s equity to senior prepetition lenders.

    Gigaset: Advised global communications technology company Gigaset AG on the comprehensive realignment of the Gigaset group. As part of the deal with the company’s employee representatives, Gigaset will create three business units: Consumer Products (its core business), Business Customers and Home Networks (smart home solutions). The new structure is expected to significantly enhance the company’s competitiveness, allowing for future growth. Based in Munich, Gigaset is Europe’s market leader in DECT telephones, with approximately 1,700 employees and a market presence in more than 70 countries.

    Great Lakes: Counseled unofficial committees or groups of bondholders or other creditors in the chapter 11 case of Great Lakes, an entertainment distribution company.

    Maroc Telecom and Vivendi: Served as principal advisor in the successful restructuring of Maroc Telecom, the main telecommunications company in Morocco.

    Muzak Holdings: Represented Silver Point Capital Advisors L.P. and related funds, as the largest secured and unsecured creditors, and ultimately as a plan sponsor, in connection with the chapter 11 cases of Muzak Holdings, a leading international supplier of business media services.

    Nortel Networks: Represented Nortel Networks U.K. pension claimants in a groundbreaking multi-jurisdictional trial.  Nortel filed for bankruptcy in Canada, the U.S. and several European jurisdictions in 2009.  It was able to liquidate the majority of its assets, but in an effort to maximize value for the Nortel Group as a whole, the parties decided to delay deciding on how to allocate the  proceeds of the sale of the Group’s assets until the sales were completed.  The judges presiding over Nortel’s cases in Canada and the U.S. decided to hold the allocation trial simultaneously. In a significant victory, both judges adopted the pro rata allocation theory advanced by Willkie on behalf of the firm’s pensioner clients.

    Otelco Inc.: Represented this Alabama-based telecommunications company in the structuring, negotiation and documentation of its prepackaged plan of reorganization and related restructuring support agreement with key creditors. We obtained bankruptcy court confirmation of Otelco’s plan 43 days after the bankruptcy filing..

    Publishing Company: Represent a steering committee of first lien lenders of a leading educational Canadian publisher active in all areas of publishing (K-12, higher education, professional learning, business, industry and other markets) in connection with the publisher’s out-of-court restructuring efforts.

    Reader’s Digest: Represented the U.K.’s Pension Protection Fund in connection with the Reader’s Digest chapter 11 cases.

    Space Systems/Loral: Represented Space Systems/Loral, as one of the largest creditors, in the DBSD North America, Inc. and ProtoStar Ltd. chapter 11 cases.

    Velo Holdings Inc.: Represented Barclays Bank PLC as administrative agent for the first lien prepetition lenders and postpetition lenders to Velo, an online marketing services company. We assisted our client in the development and implementation of an agreed chapter 11 protocol that was supported by the first lien prepetition lenders. We obtained court approval of a DIP financing facility that included a partial roll-up of prepetition first lien loans. Under the confirmed plan, the first lien lenders acquired the equity of the reorganized company and received “take back” first lien debt.

    Wilmington Trust Co.: Represented Wilmington Trust Co. as indenture trustee for bondholders in the chapter 11 cases of leading North American newsprint maker AbitibiBowater Inc.

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Capital Markets

  • Broadview Networks Holding Inc.: Represented the voice and high-speed Internet access services and solutions provider for business in a proposed IPO.

    CME/Time Warner: Represented Time Warner Inc., the largest shareholder of Central European Media Enterprises Ltd., in the exercise of its preemptive right to purchase 49.9% of the number of shares of Class A common stock sold in CME’s $174 million public offering, and in its purchase of $200 million of CME’s Series B Convertible Redeemable Preferred Stock in a private placement.

    Equinix, Inc.: Represented Equinix, a provider of colocation, interconnection and other Internet services, on its issuance of convertible subordinated debentures.

    Interpublic Group: Represented Interpublic Group in its $500 million offering of senior notes. 

    Level 3 Communications, Inc.: Advised Level 3, a leading international provider of fiber-based communications and information services company with one of the largest Internet backbones in the world, on a number of offerings, including its

    • $775 million 144A offering of senior notes.
    • $1.5 billion 144A offering of senior notes.
    • $775 million 144A offering of senior notes.
    • $300 million 144A offering of senior notes.
    • $300 million 144A offering of senior notes.
    • $900 million 144A offering of senior notes.
    • sale (through its newly formed, indirect, wholly owned subsidiary Level 3 Escrow, Inc.) of an additional $600 million aggregate principal amount of 8.125 percent Senior Notes due 2019 in a Rule 144A offering to qualified institutional buyers.
    • $600M offering (through its newly formed, indirect, wholly owned subsidiary Level 3 Escrow, Inc.) of 8.125 percent senior notes due 2019 in a Rule 144A offering to qualified institutional buyers.
    • sale of $305 million aggregate principal amount of its 11.875 percent Senior Notes due 2019 in a private (Rule 144A) offering to qualified institutional buyers.

    We have also advised Level 3’s subsidiary, Level 3 Financing, on numerous offerings, including its

    • sale of $900 million aggregate principal amount of its 5.375% Senior Notes due 2024 in a private (144A) offering to qualified institutional buyers.
    • sale of $500 million aggregate principal amount of its 9.375% Senior Notes due 2019 in a private (144A) offering to qualified institutional buyers.

    Response Marketing, Inc.: Represented Deutsche Bank in the proposed IPO of three million shares of common stock and the actual sale of the marketing services company Response Marketing, Inc.

    Take-Two Interactive Software: Represented this developer of interactive entertainments for console systems, handheld gaming systems and personal computers, (including smart phones and tablets) in its $220 million 144A offering of convertible senior notes.

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Finance

  • Time Warner Inc.: Advised Time Warner Inc., as guarantor, in Central European Media Enterprises’ (CME’s) new €469 million senior unsecured term credit facility.

    Globenet, Atlantic Crossing: Advised on significant project financings for various sub sea fiber-optic cable systems, including Atlantic Crossing and Globenet, a submarine telecommunications cable system linking the United States, Bermuda, Venezuela and Brazil.

    Leap Wireless: Advised on a transaction involving an $800 million bridge financing for Leap Wireless, owner and operator of the eighth largest wireless telecommunications network in the United States.

    Level 3 Financing, Inc.: Advised on the refinancing of its $2.0 billion senior secured Tranche B 2022 Term Loan.

    Primedia: Advised on the first lien/second lien middle- market acquisition financing for Primedia, a KKR portfolio company that at the time of the transactions owned book, magazine and Web publishers, including the book club division of Macmillan, New York and Seventeen magazines, and About.com.

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Intellectual Property

  • Arris Group/British Telecommunications (BT): Successfully secured for Arris, in the U.S. Court of Appeals for the Federal Circuit, a reversal of the U.S. District Court for the Northern District of Georgia finding that there was no Article III case or controversy between Arris and BT. In concluding that an actual controversy existed, the appeals court reversed the district court’s decision and remanded the case for further proceedings. Arris, a communications technology company specializing in the design and engineering of broadband networks, initially brought suit against BT seeking a declaratory judgment that claims in four VoIP-related BT patents are invalid and not infringed by Arris. Arris also sought an injunction preventing BT from suing Arris or its customers for infringement of the patents-in-suit.

    Bloomberg L.P.: Advised the global provider of business news and financial information services, on the following IP matters:

    • Compliance: Advised Bloomberg on a wide variety of matters, including compliance with telecommunications, data protection, and privacy laws in over 70 of the jurisdictions in which it has customers.
    • Litigation-Trademark: Obtained a judgment of trademark infringement awarding Bloomberg damages and a permanent injunction against use by two Shanghai companies of a Chinese language mark confusingly similar to the Chinese translation of “BLOOMBERG.” This case was in the People’s Court in Shanghai, China.
    • Registration: Coordinate Bloomberg’s trademark registrations worldwide.
    • Standard Setting: Counseled Bloomberg in connection with providing information over a proprietary network and the Internet, radio and television broadcasting, and book and magazine publishing.
    • Transactions: Negotiated and closed on the sale of the monthly Bloomberg Wealth Manager magazine to the National Underwriting Company and on the subscription liability of Bloomberg Personal Finance magazine to Time Consumer Marketing, Inc. We also drafted form agreements for Bloomberg Press to use in negotiating agreements to custom publish magazines and newsletters.

    F.A.O. Schwarz, Medassets, Bloomberg L.P., and Other Internet Clients: Drafted and negotiated complex Internet agreements for these and various additional clients involving linking, co-branding, framing, and Web page hosting, as well as the delivery of electronic content via cable systems, satellite, cable modems, and DSL. We also routinely develop general terms of service for clients’ Web sites and advise clients on various Internet law issues, such as the enforceability of click-wrap, shrink-wrap and browse-wrap licenses; online copyright issues and the Digital Millennium Copyright Act; Internet content regulation; online defamation; digital signatures; and export controls on encryption software.

    Mecklermedia Corporation: Represented Mecklermedia in the worldwide expansion of its INTERNET WORLD trade shows and related print and online publishing.

    The Weather Channel (TWC): Represented TWC and successfully overcame the U.S. Patent and Trademark Office’s descriptiveness objections to The Weather Channel’s registration of WEATHER.COM.

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Litigation

  • Agence France Presse v. Daniel Morel v. Getty Images, Inc., et al.: Represented photojournalist Daniel Morel in copyright infringement case that arose out of the misappropriation by major news organizations of photos that were taken in the immediate aftermath of the catastrophic 2010 earthquake in Haiti. Jury awarded the maximum statutory damages that the court allowed for copyright infringement for eight photographs -- $1.2 million.

    Alcatel-Lucent: Represented Alcatel-Lucent, which was formerly Lucent Technologies, in several matters, including:

    • El Instituto Costarricense de Electricdad v. Alcatel-Lucent SA: Advised Alcatel-Lucent in a $200 million Florida RICO action against Alcatel-Lucent that grew out of a Foreign Corrupt Practices Act investigation and settlement with the U.S. government, which was also handled by the firm’s litigation practice.
    • investigations and inquiries into potential accounting and sales issues.

    American Media Inc. (AMI): Conducted an internal investigation on behalf of the Audit Committee of AMI, the owner and operator of the leading celebrity and health and fitness publications in the country.

    Arista Records, LLC. et al. v. Lime Wire, LLC et al.: Secured a favorable settlement for the defendant, peer-to-peer networking service Lime Wire and its founder Mark Gorton, in the damages phase of a multibillion-dollar trial in SDNY brought by 13 plaintiff record companies, including Warner Music Group, Motown and Capital Records, and represented by the Recording Industry Association of America.

    Bloomberg BNA:  Successfully obtained complete victory in a trade secret case for leading publisher Bureau of National Affairs ("BNA") against plaintiff RegScan in the U.S. District Court for the Eastern District of Virginia.  RegScan, a Pennsylvania-based provider of regulatory information, had approached BNA in the fall of 2009 with an idea for a software product that would help banks comply with the pending Dodd-Frank legislation.

    Bloomberg L.P. v. Federal Reserve: Secured an important appellate victory for Bloomberg News when the Second Circuit in 2010 affirmed the S.D.N.Y.’s 2009 ruling that documents concerning the Federal Reserve’s emergency lending program are subject to disclosure under the Freedom of Information Act, and that the Board of Governors of the Federal Reserve wrongfully withheld such documents from Bloomberg. The U.S. Supreme Court denied petition for a writ of certiorari in 2011, putting an end to the two-year legal battle over disclosure of emergency Federal Reserve loans during the financial crisis.

    Cablevision Systems Corporation: Represented Cablevision, on the following issues and litigation:
    • represented the audit committee of Cablevision, Inc. following an internal review of accounting issues and ongoing matters.
    • represented Cablevision in a consumer litigation matter and secured dismissal of deceptive practices claims.

    EEOC v. Bloomberg: Secured a dismissal of claims against Bloomberg L.P. that the company had engaged in a pattern of discrimination against women who were pregnant and took maternity leave. The Equal Employment Opportunity Commission (EEOC) had filed a class-action lawsuit in September 2007 (on behalf of a class of Bloomberg L.P. employees), asserting that the company discriminated against mothers and pregnant women by systematically reducing their pay, demoting them, reducing their responsibilities, and subjecting them to stereotypes about female caregivers. In a highly publicized ruling, the court found that the EEOC’s evidence was insufficient “to demonstrate that discrimination was Bloomberg's standard operating procedure;” because “J'accuse! is not enough in court. Evidence is required.”In re: Facebook, Inc. IPO Sec. & Derivative Litigation: Serving as co-counsel for Facebook, Inc. in multidistrict litigation involving more than 40 securities and derivative lawsuits filed against the company, its officers and directors, and the underwriters in connection with Facebook’s initial public offering.  Willkie has obtained several critical victories for Facebook and its directors and officers, including dismissal of six shareholder derivative actions on threshold non-merits issues of justiciability before subject matter jurisdiction in important decisions for multi-party, multi-forum litigation.

    In re: Facebook, Inc. IPO Sec. & Derivative Litigation: Serving as co-counsel for Facebook, Inc. in multidistrict litigation involving more than 40 securities and derivative lawsuits filed against the company, its officers and directors, and the underwriters in connection with Facebook’s initial public offering.  Willkie has obtained several critical victories for Facebook and its directors and officers, including dismissal of six shareholder derivative actions on threshold non-merits issues of justiciability before subject matter jurisdiction in important decisions for multi-party, multi-forum litigation.

    France Télévisions: Represented France Télévisions in a subsidy challenge brought by privately owned French broadcasters TF1, M6 and Canal+ in regard to the European Commission’s decision to affirm the French State’s right to provide a €450 million grant subsidy to France Télévisions, a State-owned broadcaster. The grant enabled France Télévisions to meet its public service costs and obligations in 2009. The General Court of the European Union in its ruling confirmed that the grant subsidy issued to France Télévisions was compatible with state aid rules.

    Reuters v. Bloomberg: Represented Bloomberg L.P. in patent infringement litigation brought by Reuters.

    SEC v. The Street.com: Represented digital financing media company The Street.com as amicus curiae in an appeal concerning media’s right to access sealed deposition transcripts.

    United States v. Conrad Black, et al.: Defended former general counsel of newspaper publisher Hollinger International in this highly publicized four-month federal criminal trial, resulting in acquittal on nearly all charges. Those remaining convictions were reversed in June 2010 by the U.S. Supreme Court in a landmark decision holding that the defendants’ alleged conduct could not have violated the federal honest services statute.

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Mergers & Acquisitions, PE & VC Investments, Joint Ventures and Other Business Combinations

  • AboveNet, Inc./Zayo Group LLC: Served as legal counsel to AboveNet’s board of directors in connection with the definitive agreement for AboveNet, a provider of high bandwidth connectivity solutions for businesses and carriers, to be acquired for approximately $2.2 billion by Zayo, a privately owned national provider of fiber-based bandwidth infrastructure and network-neutral colocation and interconnection services.

    ADTIM, et al.: Represented several parties on various aspects (due diligence, acquisition aspects, financing, project documentation) of the complex concession project to build and operate a high-speed and ultra high-speed telecommunications network in the Drôme and Ardèche regions of France.

    American Greetings/Founding Family: Represented Peter J. Solomon Company, financial advisor to the Special Committee of the Board of Directors of card maker American Greetings Corporation, in the pending $878 million buyout of the company by its founding family and related persons and entities.

    AXA Private Equity/HSE24: Represented AXA Private Equity, the leading European diversified private equity firm, in its sale of a majority stake in Home Europe (HSE24), the international TV home shopping group, to media investor Providence Equity Partners.

    Bloomberg L.P.: Advised the global provider of business news and financial information services on its acquisition-related transactions with the following organizations:

    • Barclays Risk Analytics and Index Solutions: Represented Bloomberg in its acquisition of Barclays Risk Analytics and Index Solutions, a leading provider of benchmark and strategy indices, portfolio analytics, risk and attribution models, and portfolio construction tools.
    • Bloomberg Tradebook: Represented Bloomberg in the development and operation of Bloomberg Tradebook LLC, an electronic trading system for equities, BondTrader,an analogous system for government bonds, and other trading systems in the United States and abroad. Also represented Bloomberg in discussions with the European Commission and the Committee of European Securities Regulators concerning implementation of revisions to the Investment Services Directive recently enacted by the European Parliament, and in similar discussions with securities regulators in other major world matters.
    • The Bureau of National Affairs (BNA): Advised Bloomberg on its $990 million all-cash acquisition of BNA, a public, employee-owned provider of information to clients in government, business and academia. The deal was designed to propel Bloomberg’s expansion into the legal information market and enhance BNA through Bloomberg’s data and technology expertise.
    • Time Consumer Marketing, Inc.: Negotiated and closed the sale of the subscription liability of Bloomberg Personal Finance magazine to Time Consumer Marketing, Inc.

    Cognetas/Commarco GmbH/WPP: Advised mid-market European private equity firm Cognetas in its disposition of German marketing services network Commarco (parent company of Scholz & Friends) to global advertising group WPP PLC.

    Comcast Corporation: Represented Comcast, the largest cable operator and home Internet service provider, and fourth largest home telephone service provider, in the United States, on numerous merger-related matters:

    • NBCUniversal: Represented Comcast on FCC regulatory matters in connection with its $13.75 billion joint venture with General Electric to create NBCUniversal, LLC, and on its subsequent $16.7 billion deal to acquire the remaining 49% common equity stake in the joint venture from GE.
    • SpectrumCo: Represented Comcast, lead member with Time Warner Cable and Bright House networks in the joint venture SpectrumCo, on the FCC regulatory aspects of SpectrumCo’s $3.6 billion sale of 122 Advanced Wireless Services spectrum licenses covering 259 million points-of-presence (POPs) to Verizon Wireless. Comcast owns 63.6% of SpectrumCo and received approximately $2.3 billion from the sale, which ensures that the available spectrum for mobile services can be used effectively to meet the rapidly increasing demand for consumer demand for wireless services and bandwidth.
    • Time Warner Cable: Represented Comcast on FCC regulatory aspects of its approximately $45.2 billion merger agreement with Time Warner Cable Inc., in a stock-for-stock transaction. Creating one of the world’s leading technology and media companies, the merger is expected to accelerate delivery of Comcast's technologically advanced products and services to Time Warner Cable's customers.

    The Feed Room, Inc.: Advised The Feed Room, a provider of web video solutions and technology for corporations, media/publishing organizations and government agencies, in multiple rounds of preferred stock financing.

    France Telecom Orange/Deutsche Telekom: Advised France Telecom Orange on its 50/50 joint venture procurement with Deutsche Telekom. The agreement provided for combining the two companies’ activities in procuring customer and network equipment, service platforms and IT infrastructure.

    Hallmark Cards, Incorporated: Represented Hallmark Cards in connection with the recapitalization of its approximately $1.162 billion of debt in Crown Media Holdings, Inc., owner and operator of The Hallmark Channel.

    Impala Group/CPI: Represented Impala group in its €21 million acquisition and restructuring of leading European book printing firm CPI.

    Insight Venture Partners: Represented this leading private equity and venture capital firm, which has raised over $5 billion since its inception in 1995 and is focused on the global software, Internet and data services industries, in the following media-related transactions:

    • B2B-Center: Advised Insight as lead investor in the consortium investment in B2B-Center, Russia’s leading online procurement platform.
    • DailyDeal/Google: Represented Insight as a selling shareholder in the DailyDeal’s sale to Google. DailyDeal, a Berlin-based daily deals website that competes with Groupon, LivingSocial and others in Germany, offers discount deals to restaurants, travel destinations, entertainment venues and retail outlets in cities in Germany, Austria and Switzerland.
    • Dealfind: Represented Insight and Georgian in connection with a $31 million investment in Dealfind, an online group buying website.
    • Jagex Limited: Represented an investor group, comprising Insight Venture Partners, Spectrum Equity Investors and The Raine Group, in its growth investment in Jagex Limited, a leading independent developer and publisher of online games.
    • Ticket Monster, Inc./LivingSocial: Provided counsel on the disposition of Insight portfolio company Ticket Monster, South Korea’s top social commerce site with more than two million members, to LivingSocial, the second largest deals provider after Groupon. At the time of the transaction, Ticket Monster was Living Social’s largest purchase.
    • Tumblr: Represented Insight as a lead investor in an $85 million round of new venture capital financing for Tumblr, a blogging platform that combines social networking features with easy-to-use tools for quick, mixed-media posting.

    Ipsos/Synovate: Advised global research firm Ipsos and its reference shareholder, LT Participations, on all debt financing aspects of its €595 million acquisition of Synovate, Aegis Group’s market research business (excluding Aztec). The acquisition was undertaken to create the world’s third largest global market research company.

    Level 3 Communications, Inc.: Advised this leading international communications and information services provider, with one of the largest internet backbones in the world, in the following acquisitions:

    • CenturyLink: Represented Level 3 Communications, Inc. in its merger agreement under which CenturyLink will acquire Level 3 in a cash and stock transaction valued at approximately $34 billion.
    • Global Crossing Limited: Represented Level 3 in a tax-free, stock-for-stock acquisition of Global Crossing Limited. The transaction, valued at $3 billion, was designed to create a newly formed global communications company with Internet protocol-based fiber-optic networks providing support for broadband access and voice services in more than 50 countries.
    • tw telecom: Represented Level 3 in the $7.3 billion cash and stock acquisition of tw telecom, a leading U.S. provider of managed services, including Business Ethernet, converged and IP VPN solutions for enterprises throughout the U.S. and globally.

    Loral Space & Communications Inc.: Represented longtime Willkie client Loral Space & Communication in its definitive agreement to sell its wholly owned subsidiary Space Systems/Loral, Loral’s satellite manufacturing unit, to Canada-based MacDonald, Dettwiler and Associates Ltd. for $875 million and cash dividend and other payments that are expected to be in excess of $135 million.

    MediaMind Technologies Inc./DG Fastchannel Inc.: Represented certain of MediaMind’s institutional shareholders in the digital advertising company’s $418 million sale to Fastchannel, an advertising distribution company. The cash deal, which represented a 38 percent premium for MediaMind, anticipated leveraging the combined assets of Fastchannel’s North American client base with MediaMind’s primarily international business.

    Quepasa Corporation/Insider Guides, Inc.: Represented the non-profit organization Mexicans and Americans Trading Together, Inc. (MATT) in connection with its portfolio company Quepasa Corporation’s $100 million acquisition of Insider Guides, the owners of the social media website myYearbook.com. The deal price comprises approximately $82 million in Quepasa common stock and approximately $18 million in cash. MATT, which beneficially owns approximately 20 percent of NYSE-listed Quepasa, committed itself to provide a portion of the acquisition financing.

    Scout24 Holding GmbH/Deutsche Telekom AG: Represented one of Europe's leading groups of companies for online marketplaces, Scout24 Holding GmbH, in Deutsche Telekom AG’s $2 billion sale of a 70 percent stake in Scout24 to Hellman & Friedman LLC.

    Sprint: Represented Bank of America Merrill Lynch, financial adviser to Sprint’s Special Committee of the Board of Directors, on multibillion-dollar bidding for Sprint Nextel Corp.

    Take-Two Interactive Software, Inc.: Represented Take-Two Interactive Software, Inc. in its approximately $203.5 million repurchase of all of the Icahn Group’s stock in the company.

    Take-Two Interactive Software Inc./THQ: Represented Take-Two Interactive Software, Inc. in its agreement to take over development and production of World Wrestling Entertainment Inc. video games from bankrupt THQ Inc. Also represented Take-Two Interactive Software Inc. in its acquisitions of the World Wrestling Entertainment Inc. video game franchise and “Evolve” (working title) video game title from THQ Inc. pursuant to a Section 363 of the Bankruptcy Code auction and sale.

    Thales Communication, Inc./Visionix: Represented Thales Communication, Inc. in its acquisition of the Helmut Mounted Display (HMD) and motion tracking businesses of Gentex Corporation (combined group known as “Visionix”).

    Thales Group/LiveTV: Represented Thales Group in its $400 million acquisition of LiveTV, the leading provider of live in-flight entertainment and connectivity systems for commercial airlines, from JetBlue Airways. With 65,000 employees in 56 countries, Thales is a global technology leader in the aerospace, transportation and defense & security markets.

    Time Warner/Central European Media Enterprises (CME): Represented U.S. media group Time Warner Inc. in its investments in CME, a media and entertainment company operating leading businesses in six Central and Eastern European markets, including its equity investments in CME in 2013, 2012, 2011 and 2009, and in its refinancing deal with CME in 2014.

    Time Warner/ContentGuard Holdings, Inc.: Represented Time Warner as a primary shareholder in the sale of 90.1 percent of ContentGuard Holdings, Inc., a privately-held developer of digital rights management (DRM) and content distribution technologies with the largest portfolio of DRM patents worldwide, to Pendrell Corporation for $90.1 million. Under the terms of the deal, Time Warner will retain 9.9 percent of ContentGuard and may appoint a representative to the company’s board of directors.

    Tinopolis Group: Represented Tinopolis, a UK-based independent media producer and distributor backed by private equity firm Vitruvian Partners, in its acquisitions of the following companies:

    • BASE Productions: Represented Tinopolis in its acquisition of BASE, a vertically integrated television production company whose best known programs are Sport Science for ESPN, Known Universe and Fight Science for National Geographic, Police POV for truTV and Fact or Faked: Paranormal Files. The acquisition was part of Tinopolis' diversification and growth strategy, and strengthened its already substantial U.S. factual entertainment business.
    • Magical Elves: Represented Tinopolis in connection with its acquisition of Magical Elves and in a joint venture to create new production company Tollbooth Group.
    • Smith & Co. Productions: Advised Tinopolis on its acquisition of A. Smith, a developer and producer of unscripted television programs such as Paradise Hotel, The Swan and Trading Spaces, as well as Gordon Ramsay vehicles Hell’s Kitchen and Kitchen Nightmares. The acquisition was designed to create a transatlantic television powerhouse uniting the financial resources and expertise of Tinopolis with A. Smith’s leadership in pioneering program genres and delivering ratings hits.
    • Tollbooth Group: Advised Vitruvian Partners and Tinopolis Group in the formation of a joint venture to launch Tollbooth Group, a new television production company.

    Turner Broadcasting System/Bleacher Report: Represented Turner Broadcasting System in its acquisition of Bleacher Report, a sports media website.

    Turner Broadcasting/Time Warner/iStreamPlanet: Represented Time Warner and Turner Broadcasting, Inc. in Turner Broadcasting’s acquisition of iStreamPlanet.

    Unitedglobalcom/Noos: Assisted Unitedglobalcom, an international broadband communications provider of video, voice, and internet access services in its acquisition of the French cable television operator Noos.

    Vivendi/SFR/Numericable: Advised on the $23 billion sale of French media titan Vivendi’s telecom unit SFR to cable group Numericable. The bid proposal is supported by Luxembourg investmnent fund Altice.

    Warburg Pincus: Advised this private equity firm on its majority stakes in the following companies:

    • Evidon, Inc.: Advised Warburg on the serial increases of its majority equity stake in Evidon (f/k/a The Better Advertising Project, Inc.), first through the purchase of shares of Series A-2 preferred stock for an aggregate price of $3 million and then through the purchase of Series A-2 and A-3 preferred stock for an aggregate purchase price of approximately $4 million.
    • GlobalSpec, Inc.: Represented Warburg portfolio company GlobalSpec, a provider of digital media solutions designed to connect industrial marketers, in its acquisition by IHS, Inc., a provider of information, decision-support tools and related services, for $135 million.
    • Telcordia Technologies, Inc.: Represented Warburg in a $1.35 billion acquisition (along with Providence Equity Partners), of Telcordia, the telecommunications software and services subsidiary of Science Applications International Corporation (SAIC). The transaction was one of the largest ever software buyouts for its time.
      • Telcordia/Ericsson: Represented Telcordia and its co-owners Providence Equity Partners and Warburg Pincus in its $1.15 billion all-cash sale to Ericsson, the world leader in telecommunications technology and service.

    WebMediaBrands Corporation: Represented WebMediaBrands Corporation (formerly Jupitermedia Corporation) in connection with numerous acquisitions and dispositions, including:

    • Represented WebMediaBrands in connection with the sales of Jupiter Research, Search Engine Strategies and ClickZ.
    • Represented WebMediaBrands in its acquisitions of Mediabistro, Workbook, Animation Factory, Comstock Images, Creatas/Dynamic Graphics and PictureArts.
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Outsourcing and Technology Transfer Matters

  • CDMA EV-DO: Negotiated broadband wireless technology deployment arrangements between each of Lucent, Nortel, Motorola, Samsung and Sprint.

    Embarq Corporation: Negotiated business processing outsourcing (BPO) arrangements for Embarq, a telecommunications and logistics service provider.

    Fibernet Telecom Group, Inc.: Advised Fibernet Telecom Group in connection with multiple dark and lit fiber multi-year indefeasible rights of use.

    ish GmbH & Co./Deutsche Telekom AG: Counseled German cable TV operator ish (formerly Callahan Cable Northrhine Westfalia) in the comprehensive renegotiation of its service and supplier agreements with the German incumbent Deutsche Telekom AG.

    Level 3 Communications, Inc.: Served as principal legal and regulatory counsel to Level 3 in Germany to represent the company’s German subsidiary in the structuring of its national telecommunications infrastructure and network, including shared trenching, duct construction and duct leases, and right-of-way agreement and permits.

    SEB Bank AG: Advised the German subsidiary of the SEB Bank Group in the structuring, negotiation and implementation of a nationwide WAN supplier and outsourcing agreement relating to PABX, telephony and data WAN and VPN services connecting 200 SEB facilities throughout Germany.

    Sprint Corporation: Advised on several business-critical arrangements between the telecommunications company and the following companies:

    • Lucent Technologies, Inc., Motorola, Inc. and Nortel Networks Inc.: Advised on 3G nationwide infrastructure build-out contract commitments with each of Lucent, Motorola and Nortel valued at approximately $3 billion.

    UUNET: Advised the German subsidiary of the MCI group UUNET Deutschland GmbH in the negotiation and implementation of a government contract on the operation of a nationwide data network for German administrations, including subcontractor agreements.

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Regulatory and Governmental Relations

  • Bloomberg L.P. v. Federal Reserve: Secured an important appellate victory for Bloomberg News when the Second Circuit in 2010 affirmed the SDNY's 2009 ruling that documents concerning the Federal Reserve’s emergency lending program are subject to disclosure under the Freedom of Information Act, and that the Board of Governors of the Fed wrongfully withheld such documents from Bloomberg. The U.S. Supreme Court denied petition for a writ of certiorari in 2011, putting an end to the two-year legal battle over disclosure of emergency Fed loans during the financial crisis.

    Bloomberg L.P., WBBR Radio Station: Provided representation for all regulatory and compliance issues for Bloomberg’s WBBR radio station in New York. After a random audit of WBBR, the FCC declared that WBBR is a model that sets the standard for all other stations to emulate.

    Bloomberg L.P./Xinhua News Agency (China): Represented Bloomberg L.P. in discussions with the Office of the U.S. Trade Representative to enlist the U.S. Government’s assistance in addressing regulations issued by Xinhua News Agency (China) that restricted the ability of foreign news agencies, including Bloomberg, to distribute news and solicit subscriptions in China. Xinhua had the power to regulate news services that distribute financial information in China and that competed directly with Xinhua. The formal complaint filed with the World Trade Organization by the United States and the European Union against China resulted in China’s agreement to transfer Xinhua’s authority to a new independent regulator.

    Bloomberg Television: Represented Bloomberg Television on cable systems and other multichannel video programming distributors in the preparation and drafting of carriage agreements, as well as agreements for distribution of other Bloomberg content. We negotiated significant agreements with E!, The New York Times, DIRECTV and Echostar on behalf of Bloomberg Media. We also regularly advise Bloomberg on agreements with providers of telecommunications services necessary to support Bloomberg’s provision of its news and information services to customers worldwide.

    CenturyLink/Qwest: Represented competitive carriers before the FCC to oppose the $22 billion ($10.6 billion, plus the assumption of $11.8 billion in debt) acquisition of Qwest by Louisiana-based telecommunications company CenturyLink. While the FCC ultimately approved the deal, making CenturyLink the third largest telecommunications company in the U.S. behind AT&T and Verizon Communications, the approval came with significant requirements, including a broadband program for low-income consumers and boosting overall broadband capacity.

    Comcast Corporation: Represented Comcast, the largest cable operator and home Internet service provider, and fourth largest home telephone service provider, in the United States as its principal outside counsel in FCC matters affecting its cable, high-speed Internet and other businesses. In addition to merger proceedings and appellate litigation described elsewhere in this document, our work includes FCC rulemakings, inquiries and adjudications, and counseling and assistance on related legislative initiatives:

    • Comcast Corporation/Advanced Wireless: Assisted Comcast in obtaining FCC approval for its $3.6 billion sale of Advanced Wireless Spectrum to Verizon Wireless.
    • Comcast Corporation/NBCUniversal: Advised Comcast on the FCC regulatory aspects of its acquisition of the remaining 49 percent stake in NBCUniversal.
    • Comcast Corporation/NBCUniversal: Served as FCC regulatory counsel to Comcast in connection with its $13.75 billion acquisition of a majority stake in NBCUniversal from GE.
    • Comcast Corporation/Time Warner Cable: Represented Comcast Corporation on FCC regulatory aspects of its approximately $45.2 billion merger agreement with Time Warner Cable Inc., in a stock-for-stock transaction.
    • FCC Expansion of Program Carriage Rules: Represented Comcast in comments to the FCC related to the Commission’s notice of proposed rulemaking for the development of competition and diversity in multichannel video programming distribution and carriage.
    • Representation on Cable TV and Broadband Matters: Represented Comcast on the following matters: the transition to digital television; the rules governing broadband services delivered over cable, telephone and wireless facilities; program carriage disputes with the NFL and the Mid-Atlantic Sports Network; and various FCC and congressional proposals regarding the pricing and packaging of cable television services.

    Competitive Local Exchange Carriers (CLECs): Served as FCC counsel for the largest and most prominent competitive local exchange carriers (CLECs), including tw telecom, Allegiance Telecom, Inc., Level 3, EarthLink, Cbeyond, Integra, BT and and the CLEC trade association, CompTel, in a wide range of FCC rulemaking and adjudicative proceedings. Examples include representing tw telecom in FCC rulemaking proceedings concerning intercarrier compensation, universal service and broadband regulation; representing Allegiance in the highly publicized FCC proceedings concerning incumbent LEC unbundling; and a more recent retainer to represent the entire competitive industry through CompTel in a wide range of proceedings.

    Home Box Office, YES Network, Bloomberg Television, iNDEMAND and QVC: Represent numerous cable TV programmers, including Home Box Office, YES Network, Bloomberg Television, iNDEMAND and QVC on a wide cross-section of issues before the FCC and Congress. We have successfully represented these entities in limiting the must-carry rights of broadcasters on cable systems, avoiding an expansion of program access restrictions, and defeating legislation to mandate the carriage of all cable programmers on an à la carte basis.

    Knology, Inc.: Successfully prosecuted before the FCC a pole attachment make-ready complaint against a large utility company on behalf of Knology, a provider of interactive video, voice and data services to midsize cities in the Southeast United States. The complaint resulted in refunds and the imposition of enhanced obligations for detailed and verifiable billing.

    Level 3 Communications, Inc.: Advised the German subsidiary of Level 3 in a comprehensive hearing initiated by the German Regulatory Authority for Telecommunication and Post on the future regulation of Voiceover Internet Protocol (VoIP) services in Germany.

    Loral Space & Communications: Represented Loral Space & Communications in a variety of matters before the FCC, including satellite and earth-station licensing proceedings and rulemaking proceedings to address spectrum allocation and the streamlining of applicable FCC rules.

    MCI WorldCom Deutschland GmbH: Advised the German subsidiary of the MCI group in all aspects of the implementation of the European Telecommunications Regulatory Package of 2002 under the new German Telecommunications Act of 2004.

    Motorola: Represented Motorola in various regulatory and legislative proceedings relating to the regulation of cable set-top boxes, cable modems and other consumer broadband equipment and provided strategic advice regarding regulatory compliance and business planning issues surrounding such equipment. Willkie also secured a change in FCC rules to prolong the useful life of critical cable set-top box equipment containing embedded security.

    National Cable & Telecommunications Association (NCTA): Represent NCTA on a wide variety of regulatory and legislative matters affecting cable operators and cable programmers. Willkie helped defeat federal legislation that would have broadly regulated the manner in which cable operators must offer and price programming to their customers. The firm also advised NCTA and other clients regarding possible attempts by Congress to overhaul the Communications Act, particularly regarding the regulatory status of broadband services.

    Nielsen Media Research: Assisted the TV-viewing measurement company Nielsen in connection with its introduction of Local People Meter technology in major U.S. media markets.

    Qualcomm: Advised Qualcomm, the American wireless telecommunications research and development company, on spectrum trading issues and provided general regulatory advice on new technology matters in Europe.

    Sprint: Represented Sprint in a wide range of major FCC proceedings, including the FCC’s highly controversial rulemaking on the regulation of Voice over Internet Protocol (VoIP) services.

    Winstar Communications: Provided regulatory and compliance advice to Winstar, a broadband services provider to businesses, and also to Teligent.

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Special Committees

  • American Greetings/Founding Family: Represented Peter J. Solomon Company, financial advisor to the Special Committee of the Board of Directors of card maker American Greetings Corporation, in the pending $878 million buyout of the company by its founding family and related persons and entities.

    Global Crossing Limited: Represented the Intercompany Evaluation Committee of Global Crossing, a telecommunications company that provides computer networking services worldwide, in connection with lending transactions between the company and its public subsidiary Asia Global Crossing.

    Time Warner Telecom, Inc.: Represented the Special Committee of the Board of Time Warner Telecom, Inc. in connection with various matters relating to Time Warner Telecom's largest controlling shareholders.

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Other Significant Matters

  • A Roller Coaster Manufacturer: Successfully defended European manufacturer of roller coasters against claim of theft of trade secrets.

    AOL: Provided senior executive/executive team representation for AOL, the global Internet services and media company.

    Gemstar-TV Guide International: Advised on financial reporting matters of this media company and licensor of interactive program guide technology to multichannel operators, such as cable and satellite television providers.

    Landmark Communications: Represented Landmark in general matters for its subsidiary The Weather Channel.

    Livent, Inc.: Played a role in the financial reporting matter of Livent, the Toronto-based producer of live theatre shows and presentations, and the owner/operator of theaters in Toronto, Vancouver, New York, and Chicago.

    MFS Communications Company, Inc.: Advised MFS on issues of corporate governance and fiduciary duties. One of the first competitive local exchange carriers (CLECs), MFS focused on businesses and government agencies in the United States, enabling them to place long-distance telephone calls and transmit data through its fiber-optic networks without going through the local phone utilities.

    Nielsen Media Research: Provided senior executive representation in employment matters for Nielsen, the TV-viewing audience measurement company.

    Six Flags Entertainment Corp.: Provided senior executive/executive team representation for Six Flags, one of the world's largest amusement park operators.

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