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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.
• 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.

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.

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.

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.

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.

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.

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 $878 million buyout of the company by its founding family and related persons and entities.

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

• 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.
• Time Consumer Marketing, Inc.: Negotiated and closed the sale of the subscription liability of Bloomberg Personal Finance magazine to Time Consumer Marketing, Inc.

Broadview/Windstream: Represented Broadview Networks Holdings, Inc., a leading provider of cloud-based unified communications solutions, in its deal to be acquired by Windstream Holdings, Inc. for $227.5 million.

Comcast Corporation/Time Warner Cable: Represented Comcast, the largest cable operator and home Internet service provider, and fourth largest home telephone service provider, in the U.S., on FCC regulatory aspects of its approximately $45.2 billion proposed merger with Time Warner Cable Inc.

Davidson Kempner/eir/NJJ Telecom Europe: Represented Davidson Kempner Capital Management LP (as a key shareholder) in connection with the NJJ-led consortium’s pending acquisition of eir, the largest integrated telecommunications provider in Ireland, for an enterprise value of approximately €3.5 billion. 

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.

Hawaiian Telcom/Cincinnati Bell/Twin Haven: Represented Twin Haven Capital Partners, LLC, one of the largest stockholders of Hawaiian Telcom, in connection with the approximately $650 million pending merger of Hawaiian Telcom and Cincinnati Bell Inc.  

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

Interpublic Group/Acxiom Marketing Solutions: Represented Interpublic Group in its $2.3 billion acquisition of data marketing company Acxiom Marketing Solutions.

La Martinière Groupe/Média-Participation: Represented La Martinière Groupe and its main shareholders in connection with the combination with Média-Participations, creating the third-largest publishing group in France.  

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 in its merger agreement under which CenturyLink acquired Level 3 in a cash and stock transaction valued at approximately $34 billion.
• tw telecom: Represented Level 3 in the $7.3 billion cash and stock acquisition of tw telecom.

Moore Frères & Company/Opera TV: Represented Moore Frères & Company in its acquisition of Opera TV, the global leader in enabling the TV and media industry's transition to over-the-top (OTT) content. 

Scout24 Holding GmbH/Deutsche Telekom AG: Represented  Scout24 Holding GmbH, in Deutsche Telekom AG’s $2 billion sale of a 70 percent stake in Scout24 to Hellman & Friedman LLC.

SIG/Z Capital: Represented Sports Information Group, LLC, a multi-media information company serving the sports industry through its flagship Daily Racing Form platform and other brands, in its acquisition by affiliates of Z Capital Partners, L.L.C.

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 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.

Time Warner/Central European Media Enterprises (CME): Represented Time Warner Inc. in its equity investments in CME, a media and entertainment company operating leading businesses in six Central and Eastern European markets, and in its refinancing deal.

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:

• Magical Elves: Represented Tinopolis in connection with its acquisition of Magical Elves and in a joint venture to create new production company Tollbooth Group.
• Tollbooth Group: Advised Vitruvian Partners and Tinopolis Group in the formation of a joint venture to launch Tollbooth Group, a new television production company.

TRACE/TPG Growth: Represented leading African music and entertainment company TRACE, TRACE’s co-founder, Olivier Laouchez, and the TRACE management team in TRACE’s acquisition by TPG Growth.

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

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 investment fund Altice.

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.

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.

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.

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/NBCUniversal: Advised Comcast on the FCC regulatory aspects of its acquisition of the remaining 49 percent stake in NBCUniversal.
• 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.
• 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.

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.

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.