Update, 3/24/14, 4:15 p.m. EDT: Additional information about the Fried, Frank, Harris, Shriver & Jacobson team advising Media General in connection with its acquisition of LIN Media has been added to the fourth paragraph of this story.
Media General announced Friday that it has agreed to acquire LIN Media LLC in a $1.6 billion cash-and-stock deal that, if completed, will create the second-largest local television broadcasting company in the country.
The total value of the proposed merger—which would produce a combined company that owns 74 television stations and serves nearly a quarter of U.S. households—is roughly $2.6 billion once Media General’s assumption of about $968 million in LIN Media debt is taken into consideration. The deal is the latest in a spate of television industry mergers that Reuters reports is being driven by a decline in both advertising revenue and audience numbers.
Lawyers abound among Media General’s executive ranks. George Mahoney, who began his career at the New York firm now called Satterlee Stephens Burke & Burke before serving as general counsel of Dow Jones from 1982 to 1993, serves as CEO and president of Media General. Andrew Carington, meanwhile, is general counsel of the Richmond-based company. Former Kaye Scholer associate Diane Cantor—the wife of House Majority Leader Eric Cantor—serves as an independent member of Media General’s board of directors, as does noted author, law professor and appellate lawyer Rodney Smolla.
Warren Buffett’s Berkshire Hathaway bought Media General’s newspaper assets for $142 million in cash two years ago and now owns about 5 percent of the company, which has turned to Fried, Frank, Harris, Shriver & Jacobson corporate partners Abigail Bomba, Michael Levitt and Philip Richter for counsel on its current deal. Fried Frank partners Barry Nigro (antitrust and competition), Donald Carleen (executive compensation and benefits) and Michael Alter (tax) are also working on the deal. The firm advised the acquirer last year on its $615 million all-stock merger with New Young Broadcasting.
For its part, Providence-based LIN Media has turned to Weil, Gotshal & Manges for counsel on the transaction. Glenn West, the managing partner of Weil’s Dallas office and a member of the firm’s management committee, and Silicon Valley–based M&A partner James Griffin are coleading a team handling the sale for LIN Media. (Griffin was part of a group of former Dewey & LeBoeuf transactional lawyers who joined Weil in May 2012.)
Other Weil lawyers working on the matter include tax partner Kenneth Heitner, employee benefits partner Paul Wessel (who joined the firm’s New York office last year from Milbank, Tweed, Hadley & McCloy), capital markets partner Matthew Block, banking and finance partner Courtney Marcus, litigation partner Greg Danilow, public company advisory partner P.J. Himelfarb and labor counsel Lawrence Baer. The Weil associates working on the deal are Daniel Birnhak, Alexa Clinton, Ryan Gorsche, Ade Heyliger, Joey Juhn, Benton Lewis, Jonathan Macke, Colby McKenzie, Cristiana Blauth Oliveira, Natalie Smeltzer, Faiza Rahman, Amanda Rosenblum and Aryeh Zuber.
LIN Media, whose wizardry in identifying tax advantages in its structuring of mergers was covered by The New York Times’ DealBook last year, is also being advised by an in-house legal team led by general counsel Denise Parent, deputy general counsel—and former Weil associate—Katherine Whalen and senior counsel Joshua Pila. Texas lawyer William Banowsky Jr., a former general counsel of Capstar Broadcasting Corp. and successor company AMFM Inc., serves as an independent member of the LIN Media board.
Mace Rosenstein, cochair of the media, Internet and technology industry group at Covington & Burling in Washington, D.C., is handling regulatory matters for LIN Media on the Media General merger. Both companies expect their combination to be approved in early 2015.
Covington advised the Tribune Company last year in connection with its $2.73 billion acquisition of 19 stations owned by Local TV Holdings, according to our previous reports. The deal created one of the nation’s largest pure-pay television broadcasters.
The same month that Tribune—a longtime print media stalwart—announced its push to expand in the television industry, newspaper giant Gannett turned to Nixon Peabody and Paul Hastings for counsel on its $2.2 billion buy of station operator Belo. (The Federal Communications Commission approved the Tribune and Gannett deals in December.)
Paul Hastings is now helping to arrange the financing for Media General’s LIN Media buy. Leveraged finance partners Michael Baker is leading a team from the firm representing RBC Capital Markets that includes corporate partners Michael Chernick, Michele Cohen and Eric Dodson Greenberg, as well as associates Seth Chandler and Matthew Gibson. (Paul Hastings also advised LIN Media in October 2012 on its $334.9 million purchase of New Vision Television.)
Should Media General complete its merger with LIN Media, the company will rank second behind Sinclair Broadcast Group in the number of stations it operates throughout the country. The Am Law Daily reported last year on Sinclair’s $985 million acquisition of a group of stations owned by Allbritton Communications, a deal that yielded roles for Paul Hastings and four other large firms.