Two very different, yet notable, M&A deals announced Monday have in common a pair of top Am Law 100 firms.
Willkie Farr & Gallagher and Wachtell, Lipton, Rosen & Katz are advising on the proposed $5.68 billion merger between Level 3 Communications and TW Telecom that marks the latest sign of consolidation in the U.S. telecommunications industry.
Broomfield, Colo.-based Level 3, operator of one of the world’s largest fiber-optic networks, has tapped longtime outside counsel Willkie for advice on its proposed purchase of Littleton, Colo.-based TW Telecom, a predominantly North American provider of Internet business connections formerly known as Time Warner Telecom.
The $5.7 billion cash-and-stock deal comes on the heels of similar tie-ups between AT&T and DirecTV, Comcast and Time Warner Cable and the ongoing talks between Sprint and T-Mobile USA—all of which are relying upon the outside counsel of dozens of outside firms as they await the potential approval of federal regulators.
Steven Rosenblum, a corporate partner at Wachtell, is leading a team from the firm advising TW Telecom on its proposed sale to Level 3, which will take on $1.6 billion of the target’s net debt. A merger between both companies, which if approved is expected to close in the fourth quarter of this year, will create a fiber-optic network giant that service clients like Google, Netflix and Major League Baseball.
Other Wachtell lawyers working on the deal include corporate partner Stephanie Seligman, antitrust partner Ilene Knable Gotts, executive compensation partner Adam Shapiro, restructuring and finance partner Joshua Feltman, tax partner Eiko Stange and associates Michael Sabbbah, Michael Schobel, Lisa Schwartz and Austin Witt. Philipp Dornbach, a visiting attorney at Wachtell and senior associate with leading independent German firm Hengeler Mueller, is also working on the matter.
Former Mayer Brown partner Tina Davis succeeded the retiring Paul Jones last year as general counsel for TW Telecom, whose board of directors counts as a lead independent member former Time Warner deputy general counsel Spencer Hays. Weil, Gotshal & Manges corporate partner Frederick Green and associates Christina De Vuono and Megan Pendleton are representing Evercore in its role as financial adviser to TW Telecom.
As for Level 3, whose chief legal officer is John Ryan, the company has turned to a Willkie team led by M&A cochair David Boston and corporate partner Laura Delanoy to advise on its purchase of TW Telecom. Willkie has been a longtime legal adviser to Level 3, having handled its $3 billion all-stock acquisition of Global Crossing Limited in 2011, a deal that saw Boston named an Am Law Daily Dealmaker of the Week.
As it happens, Willkie and Wachtell are also advising on another big M&A deal, one that Reuters reports will create the largest U.S.-listed dry bulk shipping company.
Willkie corporate partner Mark Cognetti and associate Margaret McSpadden are counseling Monarch Alternative Capital, which owns a nearly 21 percent stake in Greek shipping company Star Bulk Carriers, the latter of which is seeking to acquire Oceanbulk Shipping and Oceanbulk Carriers. (Monarch’s general counsel, Michael Kelly, is a former Willkie partner.)
New York’s Seward & Kissel, a firm no stranger to maritime matters, is advising suburban Athens-based Star Bulk on the deal, while Wachtell is advising the company’s board of directors. Kirkland & Ellis corporate partner Richard Brand and associate Alex Rose are counseling Evercore as financial adviser to Star Bulk on the transaction.
Paul, Weiss, Rifkind, Wharton & Garrison corporate partners Neil Goldman, Kenneth Schneider and Lawrence Wee are counseling Oceanbulk, along with associate Ellen Ching. The company is a joint venture between private equity firm Oaktree Capital Management and Petros Pappas, a Greek shipping magnate and nonexecutive chairman at Star Bulk.