Lawyers from seven Am Law 200 firms have grabbed roles on News Corp.’s acquisition of a 49 percent stake in the YES Network that reportedly values the regional sports channel at roughly $3 billion.
While Rupert Murdoch’s media empire did not disclose how much it is paying to acquire nearly half of YES, the price tag was put at roughly $1.5 billion by The New York Times, which broke the news last week that the network was mulling a deal with News Corp., the world’s second-largest media conglomerate. As part of the deal, News Corp. has an option to increase its stake in YES, which broadcasts New York Yankees and Brooklyn Nets games, to more than 80 percent after three years.
The Times also reported this week that News Corp. is once again in acquisition mode after putting an embarrassing phone-hacking scandal behind it in the U.K. As it happens, the YES deal was announced the same day that two former executives of News Corp.’s British newspaper unit were hit with bribery charges as part of an ongoing phone-hacking investigation.
News Corp. has incurred an estimated $200 million in legal bills and employed more than a few outside lawyers in its quest to combat the fallout from phone-hacking inquiries abroad, according to our previous reports. But the number of attorneys working on the YES deal, known internally as “Project Homer,” could fill out more than a few lineup cards.
A 30-lawyer team advised various parties on the YES side of the transaction, according to Yankees COO Lonn Trost, who has been with the team since 1997. Prior to joining the Yankees, Trost was a partner at Herrick, Feinstein, a firm he joined in the early 1990s after leaving New York’s Shea & Gould, where he headed the now-defunct firm’s sports practice.
Trost says Yankees president Randy Levine, who is also senior counsel with Akin Gump Strauss Hauer & Feld in New York, played a major role in the News Corp. negotiations. Alan Chang serves as deputy general counsel and vice president of legal affairs for the Yankees, the storied Major League Baseball franchise that formed YES in June 2001 and had resisted selling a major stake in the sports channel until now.
New York-based YES, which stands for the Yankees Entertainment & Sports Network, launched in 2002 as the official home of the Yankees and National Basketball Association’s Nets, who at the time played in New Jersey. The channel and its other investors — including former Nets owner Raymond Chambers and Goldman Sachs — endured a fierce fight with Cablevision that eventually ended with a settlement in 2003 allowing the station to broadcast sporting events to millions of additional subscribers in the tri-state area.
Since then, the value of sports programming has skyrocketed, and YES is now considered the most valuable regional sports network in the country, according to Forbes. Richard Birns, a corporate partner at Boies, Schiller & Flexner, is leading a team from the firm representing YES on the News Corp. deal that includes corporate partners Mike Huang and Jason Hill and tax head Mike Kosnitzky.
While Boies Schiller has long advised the Yankees as a team — founding partner and legendary litigator David Boies famously left Cravath, Swaine & Moore in 1997 because of a conflict involving his representation of the franchise and Time Warner — the firm has also handled corporate and litigation work for YES since its inception in 2001, including the settlement with Cablevision. (Boies Schiller touts the settlement on its website, noting that it “won an arbitral award on behalf of YES” that resulted in a “long-term carriage agreement with Cablevision that substantially increased the enterprise value of YES.”)
Advising the Yankees and their holding company Yankees Global Enterprises on the deal with News Corp. is Trost’s former firm, Herrick Feinstein, which is fielding a team of lawyers led by chairman and corporate practice co-chair Irwin Kishner, corporate co-chair Edward Stevenson and corporate partners Richard Morris and Daniel Etna. Like Boies Schiller, Herrick Feinstein is a long-time legal adviser to the Yankees, having handled both litigation and stadium finance work for the team in the past.
Skadden, Arps, Slate, Meagher & Flom M&A partner Thomas Greenberg, tax co-head Matthew Rosen and tax partner Dean Shulman are advising Goldman Sachs on the sale of most of its equity stake in YES to News Corp. Skadden has also enjoyed a close relationship with the Yankees over the years, having hired David Sussman, who served as COO and general counsel for the Yankees from 1989 to 1997, as of counsel in 2009. (Sussman left Skadden this summer after three years with the firm to become chief legal officer of the content distribution group at NBC Universal.)
Weil, Gotshal & Manges M&A partners David Duffell and Michael Weisser are leading a team from the firm advising Providence Equity Partners on the sale of part of its stake in YES to News Corp. Weil is a long-time legal adviser to the Providence-based private equity firm, having handled its $1.6 billion acquisition of education software maker Blackboard last year.
Fried, Frank, Harris, Shriver & Jacobson senior counsel Arthur Fleischer Jr., and corporate partner Peter Golden are taking the lead representing YES’s remaining stakeholder, NJ Holdings, a remnant of the Chambers-led Nets ownership group that formed an ill-fated sports conglomerate with the Yankees called YankeesNets that slowly unraveled until it finally dissolved in 2004.
Bloomberg reports that the Yankees have held a 34 percent stake in YES since its inception, with Providence and Goldman owning a combined 40 percent stake in the network. NJ Holding owned the remainder of YES, along with a few smaller partners. The Yankees will reap about $270 million by reducing their stake in the sports station to 25 percent, according to ESPN.com, which notes that Goldman and Providence will reduce their holdings to 12 percent, as will NJ Holdings. As part of the agreement, YES has extended its current contract to broadcast Yankees games through 2042.
As noted by Ad Age, News Corp.’s acquisition of its stake in YES comes as live sporting events are becoming increasingly profitable because they continue to fetch broadcast premiums at a time when streaming video and digital video recorders reduce advertising revenue for other televised programming. YES currently pays the Yankees about $85 million a year to show the team’s games, a sum that will gradually increase to more than $300 million per year by the final year of the broadcast rights deal, according to Ad Age.
Earlier this year, MLB’s Los Angeles Dodgers were sold out of bankruptcy for a record-setting $2.15 billion, a significantly larger sum than the $430 million that News Corp. — which is planning to start its own national sports network to challenge The Walt Disney Co.-owned ESPN next year — received for selling the same team in January 2004.
While the billion-dollar figures being tossed around for professional sports assets have prompted some observers to talk of a bubble, others speculate that News Corp. may eventually seek to purchase the Yankees outright. Trost and Yankees general partner Hal Steinbrenner, who inherited the team with his brother Hank in 2010 from their late father George Steinbrenner, vigorously denied a report earlier this year that they might pursue a sale.
For its part, New York-based News Corp. turned to teams of lawyers from Hogan Lovells and Jenner & Block for co-counsel on the YES deal.
Hogan Lovells has been a regular legal adviser to News Corp. since its 2002 merger with New York’s Squadron Ellenoff Plesent & Sheinfeld. Recent matters on which the firm has advised the company include News Corp.’s $674 million acquisition last year of television production company Shine Group, which was founded in 2001 and run by Rupert Murdoch’s daughter Elisabeth, and the $35 million sale of struggling social media website MySpace.
Hogan Lovells corporate partner Stephen Kay, the managing partner of the firm’s Los Angeles office, advised News Corp. this summer on its acquisition of a 50 percent stake in Asian regional sports network ESPN Star Sports, according to our previous reports.
Kay is reprising that lead role on the YES deal, working with a team of Hogan Lovells lawyers that includes tax partners Ira Sheinfeld, Philip Altman, Mark Weinstein, Prentiss Feagles and Shawna Tunnell, and counsel Richard Basuk, antitrust partners Michelle Harrington and Logan Breed, and employee benefits partner Carin Carithers.
Also nabbing a role advising News Corp. on the YES deal is Carissa Coze, a corporate media and entertainment partner at Jenner & Block in Los Angeles who was part of a group of lawyers that joined the firm from Hogan Lovells a year ago this month.
News Corp. deputy general counsel Janet Nova, who served as the company’s interim general counsel until earlier this year, also played a key in-house legal role working on the acquisition of the stake in YES. In January, News Corp. named former Williams & Connolly litigation partner Gerson Zweifach as its new general counsel.
Zweifach, who remains of counsel at Williams & Connolly, was promoted in August to the position of chief compliance officer, according to Recorder sibling publication Corporate Counsel, which noted earlier this year that Zweifach had taken charge of the company’s internal phone-hacking inquiry. Last month British publication Legal Week reported that News Corp. had appointed five group chief compliance officers — all of whom report to Zweifach — as part of a shakeup of its global compliance structure.
Other lawyers have also stayed busy for News Corp. in recent months. The Am Law Daily reported this summer that Skadden was advising News Corp. on a plan to split the $60 billion conglomerate into two publicly traded companies.
Brian Baxter is a senior reporter with The Am Law Daily, a Recorder affiliate.