Grabbing roles on a deal that could reshape the U.S. media landscape, at least a dozen firms are advising on telecommunications giant AT&T’s proposed $48.5 billion acquisition of DirecTV, the nation’s largest satellite television operator.
Announced Sunday, the blockbuster deal comes some three months after cable giant Comcast announced that it had agreed to acquire Time Warner Cable for $45.2 billion. Both of those megadeals follow a string of mass media and telecommunications mergers last year that included Verizon’s $130 billion purchase of Verizon Wireless from Vodafone and Sprint’s $22 billion sale to Japan’s SoftBank.
As with the transactions that preceded it, AT&T’s bid to to buy DirecTV is generating a wealth of transactional and regulatory assignments for Am Law 100 firms.
In moving to acquire DirecTV, Dallas-based AT&T has essentially assembled the same legal team it deployed on the $39 billion acquisition of T-Mobile USA that it was ultimately forced to abandon in December 2011 in the face of Justice Department opposition.
Sullivan & Cromwell M&A chair Joseph Frumkin and corporate partner Eric Krautheimer are leading a team advising AT&T on the deal. The other S&C lawyers working on the matter are tax partner Andrew Mason and special counsel David Passey, executive compensation and employee benefits partner Matthew Friestedt and special counsel Henrik Patel, IP special counsel Spencer Simon and associates William Blackman, Scott Crofton, Allison MacDonald, Stephen Miller, Jordan Oreck, Michael Portner Gartke and Adam Rachlis. (Simon, a former Jones Day partner, joined S&C in 2012.)
AT&T tapped S&C last year to advise on the company’s $780 million purchase of a retail wireless unit owned by Atlantic Tele-Network; its $1.19 billion acquisition of Leap Wireless; its $1.9 billion spectrum buy from Verizon Wireless; its $4.85 billion sale of 9,700 cell towers to Crown Castle International; and its $2 billion purchase of wireline assets from Frontier Communications, according to our previous reports. S&C also handled the $950 million sale of AT&T’s majority stake in its Yellow Pages directory division and $600 million acquisition of NextWave Wireless in 2012.
Crowell & Moring, Arnold & Porter, Sidley Austin and Washington, D.C.–based Kellogg, Huber, Hansen, Todd, Evans & Figel are providing antitrust and regulatory counsel to AT&T on its DirecTV bid. All four firms, along with S&C, advised the telecom on its aborted T-Mobile acquisition. The merger’s collapse—and the resulting $4 billion breakup fee AT&T was prompted to pay T-Mobile USA parent Deutsche Telekom—prompted questions about the roles outside legal teams play when high-profile deals go bad.
Arnold & Porter partners Richard Rosen, Maureen Jeffreys and Wilson Mudge in Washington, D.C., are serving as FCC regulatory counsel to AT&T, along with London-based partners Susan Hinchliffe and Michael Ryan. Rosen, Jeffreys and Mudge advised on AT&T’s ill-fated T-Mobile USA effort, as did Crowell & Moring antitrust chair Wm. Randolph Smith. Crowell is now serving as AT&T’s antitrust counsel in connection with the Justice Department’s review of its bid for DirecTV. Smith and his fellow Crowell antitrust partners Jeane Thomas and Ryan Tisch, who was elected partner in 2012, are working on the matter.
The Justice Department did not respond to a request for comment on whether antitrust division chief William Baer—a former Arnold & Porter partner—would recuse himself from that review. Earlier this year, Baer did recuse himself from taking part in the department’s review of Comcast’s proposed Time Warner Cable acquisition given that while at Arnold & Porter he advised NBC Universal on its eventual sale to Comcast in 2011.
With Baer stepping aside, the department’s review of that tie-up is being led by Renata Hesse, principal deputy assistant attorney general and a former Wilson Sonsini Goodrich & Rosati partner who was previously hired by the FCC in 2011 to lead that agency’s review of AT&T’s bid to buy T-Mobile USA. Deputy Assistant Attorney General David Gelfand, a former Cleary Gottlieb Steen & Hamilton partner, is also playing a lead role in Main Justice’s efforts related to the Comcast/Time Warner Cable merger. (DirecTV CEO Mike White publicly criticized that proposed combination earlier this year.)
As for AT&T’s looming regulatory merry-go-round on its bid for DirecTV, which sibling publication The National Law Journal reports will also receive a congressional hearing, the company has retained additional outside counsel from Gibson, Dunn & Crutcher antitrust and trade regulation cochair M. Sean Royall in Dallas and antitrust partner Adam Di Vincenzo in Washington, D.C. A spokeswoman for Sidley Austin, which joined the AT&T/T-Mobile USA fray three years ago this month, did not respond to a request for comment about the names of the lead lawyers from the firm working for the company this time around.
D. Wayne Watts is AT&T’s general counsel and former Akin Gump Strauss Hauer & Feld partner James Cicconi serves as the company’s senior executive vice president for external and legislative affairs. Reuben Anderson, a senior partner with Phelps Dunbar in Jackson, Miss., serves as a lead independent director at AT&T.
Like many large companies pursuing groundbreaking merger deals, especially in the lobbyist-rich technology and telecom sectors, AT&T has a robust roster of Beltway-based lawyers and policy advisers who will try to help push the DirecTV deal through.
The company has paid Akin Gump $650,000 since early 2013 for its counsel on everything from from cybersecurity to Net neutrality, according to U.S. Senate lobbying records. Those records show that AT&T paid Mayer Brown $870,000 during that same period to advise on federal arbitration legislation and $400,000 to Wiley Rein to lobby on spectrum issues.
Another $560,000 of AT&T’s lobbying largesse has gone to the Breaux Lott Leadership Group—which was acquired by Patton Boggs in 2010—for its counsel on tax and cyberintelligence matters. (AT&T has been caught up in the ongoing debate over the federal government’s access to customer data, with The New York Times reporting last year on a company database used by the Drug Enforcement Administration.)
For its end of the deal with AT&T, El Segundo, Calif.-based DirecTV has turned to Weil, Gotshal & Manges as its lead outside deal counsel. Frederick Green, cochair of Weil’s transactional practice, and New York-based private equity and M&A group cohead Michael Lubowitz are leading a team from the firm working on the matter. (Green and Weil advised on the $6.6 billion spinoff from Hughes Communications in 2003 that gave birth to the satellite TV operator.)
Other Weil lawyers working on the proposed sale to AT&T include technology and IP transactions partner Jeffrey Osterman, employee benefits partner Paul Wessel, tax partners Marc Silberberg and Chayim Neubort, capital markets partner Matthew Bloch, environmental partner Annemargaret Connolly, banking and finance partner Andrew Yoon, securities litigation partner Gregory Danilow, employment law counsel Lawrence Baer. The Weil associates rounding out the firm’s team are William Dong, Natasha Gopaul, Thomas Goslin, Sachin Kohli, Suzanne Lee, Lauren Luptak, Amanda Rosenblum, Joseph Santo, Adam Templeton and Cassie Waduge. (Wessel joined Weil last year from Milbank, Tweed, Hadley & McCloy.)
Joe Sims, a veteran antitrust partner at Jones Day in Washington, D.C., is leading a team from his firm serving as antitrust counsel to DirecTV. The firm’s team also includes partners Kathryn Fenton, J. Bruce McDonald, Fiona Schaeffer and Craig Waldman. Waldman joined the firm in 2009 from Cooley, while Schaeffer came aboard a year later from Weil.
Simpson Thacher & Bartlett is serving as counsel to the compensation committee of DirecTV’s board of directors through executive compensation and employee benefits practice head Brian Robbins, senior counsel Jamin Koslowe and associate Patricia Adams. (Former Alston & Bird and Goodwin Procter litigation partner Ralph Boyd Jr. is an independent member of DirecTV’s board.)
Larry Hunter, a former senior partner at Honigman Miller Schwartz and Cohn, has served as DirecTV’s general counsel since 2002. Hunter is leading an in-house team working on the AT&T deal that also includes deputy general counsel and company secretary Michael Hartman, deputy general counsel William Ryan, senior vice president and associate general counsel Keith Landenberger and Warren Jackson, senior vice president of legal and U.S. general counsel Robin Rogers, assistant general counsel Jill Sullivan, executive vice president of government and regulatory affairs Susan Eid, senior vice president of government affairs Andrew Reinsdorf and vice president of government relations Stacy Fuller.
Like AT&T, DirecTV isn’t shy about flexing its lobbying muscle. The company has paid $250,000 and $150,000, respectively, to Greenberg Traurig and Washington, D.C.’s O’Neill, Athy & Casey since early 2013 for their counsel on retransmission issues. Beltway telecom boutique Harris, Wiltshire & Grannis, meanwhile, collected $190,000 from the satellite TV provider, according to Senate filings. Harris Wiltshire—which as noted by the NLJ recently brought back founding partner Scott Blake Harris—is also advising DirecTV on its proposed sale to AT&T.
DirecTV and AT&T hope to close their union within the next year, pending the approval of DirecTV shareholders and the FCC, Justice Department and other regulators in several U.S. states and Latin American countries. There is at least one other major factor that could determine whether the deal succeeds.
The nation’s largest nonprofit organization—the New York-based National Football League—receives about $700 million per year from DirecTV for the rights to broadcast a “Sunday Ticket” package of out-of-market games. The NFL’s current contract with DirecTV expires at the end of 2014, and should the league look elsewhere for a satellite partner, AT&T has the right to pull out of the DirecTV deal.
Lawyers will obviously play a critical role in working out that piece of the puzzle. The Am Law Daily reported in March that the NFL paid Covington & Burling, Proskauer Rose and Skadden, Arps, Slate, Meagher & Flom a combined total of nearly $25 million during its 2012 fiscal year. Covington has traditionally handled the NFL’s media rights negotiations and helped the league ink its last $4 billion contract extension with DirecTV in 2009.
Other firms scoring smaller roles on DirecTV’s sale to AT&T include Debevoise & Plimpton, which is advising Lazard in its role as financial adviser to AT&T through corporate chair Jeffrey Rosen and M&A partner Jonathan Levitsky.
Cleary Gottlieb Steen & Hamilton M&A partner Ethan Klingsberg and associate Thomas Larkin are representing Goldman Sachs, which is serving as a financial adviser to DirecTV along with Bank of America/Merrill Lynch, the latter of which is being advised by Shearman & Sterling M&A partners Peter Lyons and Robert Katz and associates Gregory Gewirtz and Jessica Nielsen.