UPDATE, 10/30/13, 6:45 p.m. EDT: Goodwin Procter also advised The Washington Post Company on its sale, according to the firm. Technology companies partners Anthony McCusker and James Riley, along with counsel Kevin Lam, advised the company in connection with some intellectual property and licensing matters.
The sales of three legendary publications—The Boston Globe, Newsweek, and The Washington Post—kept lawyers busy through the weekend and into the beginning of the week.
In the latest of those deals, a Cleary Gottlieb Steen & Hamilton team is advising billionaire entrepreneur Jeff Bezos, the founder and CEO of online retailer Amazon.com, in his surprise $250 million purchase of the Post in an all-cash deal.
According to a Monday afternoon announcement by The Washington Post Company—which is being represented by Cravath, Swaine & Moore—Bezos is also acquiring various regional publishers that include The Gazette Newspapers and Southern Maryland Newspapers. Slate magazine, TheRoot.com, and Foreign Policy are not included in the sale and will continue to be owned by the Post Company along with various other brands and assets, including the newspapers’s downtown Washington, D.C., headquarters. The company will change its name in the wake of the transaction, though a new moniker has yet to be officially chosen.
Post Company chairman and CEO Donald Graham, whose family has owned the newspaper for roughly 80 years, said in a statement that Bezos’s tech and business success, among other attributes, made the Amazon founder “a uniquely good new owner for the Post.”
“I understand the critical role the Post plays in Washington, D.C., and our nation, and the Post’s values will not change,” Bezos said in his own statement.
The Cleary team advising Bezos is led by New York–based M&A partner Paul Shim. Employment partner Arthur Kohn, intellectually property partner Leonard Jacoby, real estate partner Steven Horowitz, tax partner Jason Factor, and senior attorney John McGill are also working on the matter.
The Cravath team providing counsel to the Post Company, meanwhile, is led by corporate partner Eric Schiele, working with compensation and benefits partner Jennifer Conway and associate Ting Chen. The company’s general counsel is Veronica Dillon, a former Simpson Thacher & Bartlett associate.
The Post sale came just days after one of the newspaper’s chief domestic rivals was involved in a major transaction of its own. Two decades after buying The Boston Globe for $1.1 billion, The New York Times Company has agreed to sell the newspaper for $70 million in cash to John W. Henry, the owner of the Boston Red Sox baseball team.
Announced Saturday, the deal would see Henry acquire the New England Media Group, which includes the Globe as well as the publication’s website, Boston.com, the Worcester Telegram & Gazette, direct-mail marketing company GlobeDirect, and a 49 percent stake in Metro Boston. The Times reports that the terms of the sale do not obligate Henry to assume the Globe‘s pension liabilities, which reportedly exceed $110 million, according to Bloomberg. The sale is expected to close in 30 to 60 days, according to the Times Company’s announcement.
Facing declining advertising revenues, the Times Company decided to put the media group up for sale in February, opting to focus on its core brands: The New York Times and its overseas edition, the International Herald Tribune (which is to be renamed The International New York Times later this year).
The Times Company has been in sale mode for several years now, having unloaded About.com for $300 million to Barry Diller’s IAC/InterActiveCorp last year. That deal followed the company’s $143 million sale of its Regional Media Group in 2011. The Globe‘s average weekday circulation is more than 245,000, though Bloomberg notes that number is less than half of what it was when the Times bought the publication.
Shearman & Sterling is advising Henry, the principal owner of Fenway Sports Group, which owns the Red Sox, as well as Liverpool Football Club and the New England Sports Network. The firm previously represented the businessman on his group’s $700 million deal to acquire the Red Sox in 2002, as well as on 2011′s purchase of Liverpool in a $481 million deal.
The Shearman team advising on the Globe acquisition includes New York–based M&A partners David Connolly and Creighton Condon, along with compensation and benefits partner John Cannon and tax partner Michael Shulman. As The Am Law Daily has reported in the past, Condon, who now serves as Shearman’s senior partner, is Henry’s go-to outside counsel, having led the firm’s team on Henry’s Red Sox and Liverpool deals.
Morgan, Lewis & Bockius has been advising the Times Company on the sale process throughout the year, according to our prior reporting. New York–based business and finance partners Robert Dickey and Howard Kenny are leading a team from the firm that also includes tax partner Richard Zarin, intellectual property partner Ron Dreben, business and finance partner Judith Walkoff, compensation and benefits partner Gary Rothstein, antitrust partner Harry Robins, and real estate of counsel Kathleen Martin. Associates on the deal are Michael Benz, Karl Goodman, and Etienne Shanon.
Morgan Lewis previously represented the Times Company on its sales of About.com and Regional Media Group. The firm also advised the Times Company in 2011 when it sold more than half of its own minority stake in the Red Sox to a group of undisclosed buyers for $117 million. (The company sold the remainder of its Red Sox holdings last year.)
Am Law firms were shut out of the third media deal involving a well-known name to be struck in recent days, as Diller’s IAC/InterActiveCorp relied on in-house counsel to work out a sale of the peripatetic Newsweek brand. Though terms of the most recent Newsweek sale were undisclosed, IBT Media—which runs the news website International Business Times— said Saturday it reached an agreement to acquire the weekly news magazine.
For its part, IBT Media is being represented by Frankfurt Kurnit Klein & Selz founding partner Thomas Selz, in New York. Corporate partner Deborah Wolfe, tax counsel Bernard Topper Jr., and associate Helen Ogbara also worked on the deal. New York–based Andrew Herzig, of employment law firm Kauff McGuire & Margolis, served as special labor counsel, according to Selz.
As The Am Law Daily has previously reported, Diller and IAC/InterActiveCorp were advised by Skadden, Arps, Slate, Meagher & Flom on the 2010 deal that saw Newsweek merge with The Daily Beast in the doomed combination now being undone by the sale to IBT. (IAC/InterActiveCorp’s general counsel is former Skadden attorney Gregg Winiarski.) Earlier that year, The Washington Post sold the venerable but struggling magazine to now-deceased businessman Sidney Harman for a reported price of $1. Williams & Connolly advised Harman on that deal, while Covington & Burling handled the sale for the Post.