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.