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Attorneys in the Redwood Shores office of Weil, Gotshal & Manges recently closed a $1.4 billion high-yield debt offering for satellite television provider DirecTV. “While the overall market has been erratic, the high-yield debt market was pretty good in January and February,” said Craig Adas, the lead partner on the deal. “The company saw this opportunity and executed very quickly to get the deal consummated before the market conditions deteriorated.” The offering is part of a $3 billion credit arrangement. DirecTV, which is a subsidiary of Hughes Electronics Corp., is also arranging $1.55 billion of new senior secured credit facilities. Weil, Gotshal’s New York office is leading this portion of the deal. Hughes is owned by General Motors. Even though debt offerings may not seem as sexy as an M&A deal, Adas said a lot of hours are billed during this type of transaction. “It was very intensive, so we had a large team working around the clock,” he said. The process took about five weeks, starting in late January and closing Feb. 28. The New York office of Cahill Gordon & Reindel represented Deutsche Bank Securities and the other initial purchasers. In addition to Adas at Weil, Gotshal, associates Marc Kenny, Eamonn Markham, Nadine Matta, Ryan Gallagher, and Judah Schiller worked on the deal. Intellectual property partner Karen Ballack and of counsel Roger Ross II also contributed. OVERTURE/ALTAVISTA Aiming to compete with Internet search technology providers like Google and Inktomi, Pasadena-based Overture Services Inc. recently purchased AltaVista as well as the Web search unit of Norway’s Fast Search & Transfer. In separate transactions, Overture acquired AltaVista for $140 million and Fast Search for $70 million in cash. The Fast Search deal also comes with performance-based cash incentives of up to $30 million over three years. Lawyers in the Palo Alto office of Wilson Sonsini Goodrich & Rosati represented Overture in both transactions. Lawyers in the Palo Alto office of Skadden, Arps, Slate, Meagher & Flom represented AltaVista. Boston law firm Lucash, Gesmer & Updegrove represented Fast Search. Overture provides pay-for-performance search services. This means that advertisers can bid for higher placement in search results, which leads more consumers to their Web sites. Overture essentially auctions off the top results found on search engines by consumers. “Unlike the boom days, when every acquisition was a reverse triangular merger, both of these deals were asset purchases. As a legal matter it made them more complex and more exciting to design,” said Martin Korman, the lead partner on both deals at Wilson. Korman said the Fast Search deal in particular was complex because Overture bought only certain assets and liabilities. “It takes a large degree of due diligence and cooperation between the two companies to understand the assets and liabilities being acquired,” said Korman. Other attorneys from Wilson’s Palo Alto office who worked on the deals include partners Selwyn Goldberg, Sara Harrington and Michael Ringler; and associates Todd Cleary, Krys Corbett and Kalinda Raina. In Skadden’s Palo Alto office the deal was led by partner Gregory Smith. Partner Ronald Laurie and associates Kathleen Merrill, Rama Padmanabhan, James Adams also worked on the deal out of Palo Alto.

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