The first few weeks of 2013 have kept corporate lawyers from several Am Law 100 firms busy handling major media-related matters.
A week after Weil, Gotshal & Manges advised General Electric on the combined $18.1 billion sale of certain real estate properties and its remaining stake in NBCUniversal to cable giant Comcast, the firm is representing another venerable American institution, the Reader’s Digest Association, on its second bankruptcy filing since August 2009.
The so-called Chapter 22 filing by the New York–based, family-friendly magazine and direct marketing company comes about three years after it emerged from Chapter 11 in a deal that saw it shed 75 percent of its debt load and eradicated the ownership interest held by private equity firm Ripplewood Holdings. (Reader’s Digest‘s crushing debt burden stemmed from a $2.4 billion leveraged buyout by Ripplewood in 2007 that included the assumption of $800 million in debt.)
Kirkland & Ellis, which advised Reader’s Digest during the company’s last trip through Chapter 11, is advising an ad hoc committee of secured note holders in the latest bankruptcy case. Milbank, Tweed, Hadley & McCloy is representing a group of lenders led by Wells Fargo that is providing $105 million in debtor-in-possession financing for the publication’s parent company RDA Holding, according to bankruptcy court filings by both firms.
Weil corporate chair Michael Aiello, business finance and restructuring chair Marcia Goldstein, bankruptcy partner Joseph Smolinsky, global finance head Daniel Dokos, and capital markets head Matthew Bloch are leading a team from the firm advising White Plains, New York–based RDA. (Smolinsky joined Weil in 2009 from Chadbourne & Parke.) Weil has not yet filed billing statements with the U.S. bankruptcy court in White Plains, where Reader’s Digest began Chapter 11 proceedings on February 17.
In court filings, the debtor lists total assets of $1.1 billion against debts of roughly the same amount. The publication, whose parent is privately owned, is seeking to convert $465 million of debt into equity held by its creditors.
Weil advised Barry Diller’s IAC/InterActiveCorp last year on the company’s $300 million acquisition of About.com from The New York Times Company, parent company of The New York Times, International Herald Tribune, Boston Globe, and Worcester Telegram & Gazette newspapers. Morgan, Lewis & Bockius business and finance partners Howard Kenny and Robert Dickey in New York took the lead for the Times on that transaction, according to our previous reports.
The duo are once again advising the Times company, which announced this week that it plans to sell off its New England Media Group, a unit composed of the Globe, Telegram & Gazette, and related assets like the websites of both newspapers and a 49 percent stake in free daily Metro Boston. The Times company, which bought the Globe (now the country’s 23rd-largest newspaper) for $1.1 billion in 1993, previously put the publication on the block in 2009 but shelved the sale after winning concessions from unionized workers in an effort to cut costs amid mounting losses.
Last year, the Times company turned to Proskauer Rose to help hammer out a new contract with the newspaper guild at its flagship paper, where the company intends to focus the bulk of its resources. While Proskauer has been the Times’s primary labor and employment counsel, Morgan Lewis has long served as the company’s legal adviser on transactional matters.
Kenny and Dickey led a Morgan Lewis team that advised the Times Company on the $143 million sale of its regional newspaper group to Fairfax Media Holdings in 2011; the $117 million sale of its stake in Major League Baseball’s Boston Red Sox the same year; and a $250 million investment in the company by Mexican billionaire Carlos Slim Helu in 2009.
An obituary published last September for longtime publisher Arthur Sulzberger noted the newspaper’s longtime client relationship with Lord Day & Lord, an old-line New York firm that dissolved in 1994 after a large group of lawyers defected to Morgan Lewis. Two former Times general counsel—Louis Loeb and James Goodale—both worked at Lord Day, where Kenny was once an associate.
Kenneth Richieri, the Times’s general counsel since 2006, is heading up matters in-house on the potential sale of the company’s New England Media Group. Richieri once worked at Cahill Gordon & Reindel, a firm whose First Amendment maestro Floyd Abrams has represented the Times for decades.
As it happens, Abrams and Cahill Gordon are currently taking the lead representing McGraw-Hill subsidiary Standard & Poor’s in connection with a suit filed this month by the Justice Department that accuses the ratings agency of costing investors $5 billion by manipulating reviews of collateralized debt obligations in advance of the 2008 global financial collapse, according to reports by sibling publication The National Law Journal.
Several other Am Law 200 firms have popped up elsewhere in the media firmament in recent months. Cincinnati Magazine, for instance, reported in its February issue on Dinsmore & Shohl’s role advising Hustler founder Larry Flynt on a long-running legal battle with his brother, while The Wall Street Journal recently reported on the restructuring of Playboy following a going-private transaction two years ago for the company founded by Hugh Hefner. ( The Am Law Daily reported that six firms worked on that deal.)
Earlier this month Kirkland and Sherman & Howard picked up the work advising Charter Communications on its $1.63 billion purchase of regional cable provider Optimum West from Cablevision, which was represented in the deal by Sullivan & Cromwell.
A quartet of other Am Law 100 shops are currently advising on a $23.3 billion cash-and-stock deal that will see John Malone’s Liberty Global acquire Richard Branson’s Virgin Media in a transaction that could create the world’s largest broadband communications company, according to our previous reports.
Also looming on the horizon is the reported $2.9 billion sale of most of Time Warner’s Time Inc. magazine portfolio—the exceptions being Time, Sports Illustrated, and Fortune—to Des Moines–based Meredith Corporation, which has grown into a major publishing powerhouse. Fortune first reported news of the potential deal, which could include a joint venture component.
The Am Law Daily reached out to Meredith chief development officer and general counsel John Zieser and Time Warner general counsel Paul Cappuccio, a former Kirkland partner, about potential outside legal advisers working on the proposed transaction, but as expected, did not hear back from either.
Cappuccio is a former Kirkland partner, while Zieser played a key role for Meredith a little over a year ago advising the company on its $175 million purchase of Allrecipes.com from Reader’s Digest parent RDA. Weil took the lead for RDA on that deal, according to a press release announcing the transaction, while Meredith was advised by McDermott Will & Emery.