UPDATE, 4/29/14, 12:20 p.m. EST: This story has been revised to include Simpson Thacher as counsel to Comcast financial adviser JP Morgan.
Six of The Am Law 100’s largest firms have tuned in for the latest episode in Comcast’s dramatic $45 billion acquisition of Time Warner Cable.
Kirkland & Ellis; Wachtell, Lipton, Rosen & Katz; Davis Polk & Wardwell; Willkie Farr & Gallagher; Fried, Frank, Harris, Shriver & Jacobson; and Simpson Thacher & Bartlett were all involved as Comcast agreed to transfer 1.4 million of its cable subscribers to Charter Communications in an all-cash deal valued at $7.3 billion.
The transaction, which will increase Charter’s subscriber base by almost 30 percent, making it the second-largest cable operator in the United States behind Comcast, is designed to ease regulatory concerns surrounding Comcast’s acquisition of Time Warner. Comcast will additionally create a new publicly traded company that will provide services to a further 2.5 million of its customers. Charter, which had previously tried to block the Comcast-Time Warner merger, will hold a 33 percent stake in the new entity—currently named “SpinCo”—with the remaining two-thirds owned by Comcast shareholders. Charter’s shares rose 10 percent within hours of the announcement on Monday morning.
Together with the Charter subscriber swap and SpinCo spinoff, Comcast will reduce its control of the U.S. cable and satellite TV market to less than 30 percent, the company said in a statement. Brian Roberts, Comcast’s chairman and chief executive, said in a statement that the agreement marked an “important step” in the company’s merger with Time Warner Cable, and would deliver “meaningful value” to shareholders.
Comcast once again turned to regular counsel Davis Polk, which has represented the company throughout its pursuit of Time Warner. The firm’s corporate team includes partners David Caplan, William Chudd, Bruce Dallas and Jason Kyrwood. Partners Avishai Shachar and Neil Barr are providing tax advice on the various transactions.
Willkie Farr & Gallagher also continued its role advising Comcast on issues relating to Federal Communications Commission approval. (Willkie previously steered Comcast’s dealings with the FCC with respect to two NBC Universal acquisitions.) The Willkie team was led by communications, media and privacy partners Francis Buono and James Casserly, and also included special counsel Michael Jones.
Charter, meanwhile, was represented by Kirkland and Wachtell.
Kirkland’s team was led in New York by debt finance partner Jason Kanner and capital markets partner Christian Nagler, assisted by debt finance associate Nicholas Schwartz. The Chicago-based firm has long-standing ties to Charter, and last year advised the company on the sale of a 27.3 percent stake to Liberty Media.
Fried Frank advised Goldman Sachs, which acted as financial adviser to Charter in the deal. Fried Frank’s team was led by corporate partners Peter Golden and Philip Richter, who coheads the firm’s M&A practice. It also included antitrust and competition partner Barry Nigro and corporate senior counsel Arthur Fleischer.
Simpson Thacher represented JP Morgan, which served as financial adviser to Comcast. The team was led by corporate partner Robert Spatt, with assistance from associates Ariel Oxman and Allen Pan.