Nearly seven years after selling ALM Media Properties to private equity-owned British publisher Incisive Media for $630 million, the investment arm of late attorney and financier Bruce Wasserstein is leading a group that has agreed to acquire the legal publishing giant.
Though the purchase price was not disclosed, The New York Times, citing a person briefed on the matter, pegged the deal’s value at $417 million. The sale of ALM, which is owned by The Royal Bank of Scotland Group and London-based private equity firm Apax Partners, is expected to close by the end of September. The company began seeking a buyer earlier this year.
In addition to The American Lawyer and The Am Law Daily, New York-based ALM owns more than 350 magazine, newspaper and online publications serving the legal and real estate sectors such as Corporate Counsel, the Daily Business Review, the Daily Report, GlobeSt.com, Law.com, The Legal Intelligencer, The National Law Journal, the New York Law Journal, The Recorder and Texas Lawyer.
“ALM’s publications and digital products are the best in the industry,” said a statement by Wasserstein & Co. comanaging partner Anup Bagaria, who oversaw ALM Media’s operations during its previous ownership by the New York-based investment firm. “They are the market leaders, and invaluable to U.S. legal professionals. We are excited about the opportunity to work with ALM again to grow its remarkable print and digital products and trade shows.”
For his part, ALM president and CEO Bill Carter said in a statement of his own, “We are thrilled to be partnering with the Wasserstein team, whose unmatched media and publishing experience in the business-to-business industry will be a valuable resource for ALM.”
With the proposed sale to Wasserstein & Co. and its fellow investors, ALM becomes the latest legal industry information provider to change hands in recent years.
Bloomberg LP paid $990 million to buy The Bureau of National Affairs in a 2011 deal that yielded roles for Willkie Farr & Gallagher and Skadden, Arps, Slate, Meagher & Flom. That transaction preceded the purchase for an undisclosed sum of legal newswire Law360 by London-based publishing powerhouse Reed Elsevier’s LexisNexis unit in 2012. Law360′s cofounders both made substantial real estate investments in the aftermath of that deal, which saw Wilson Sonsini Goodrich & Rosati and Simpson Thacher & Bartlett take lead advisory roles.
Simpson corporate partners Ryerson Symons and Anthony Vernace and associate Christopher Vena are currently advising longtime private equity client Apax on the sale of ALM to Wasserstein & Co., which is relying on a legal team from Jones Day led by M&A partner Andrew Levine. Jones Day advised Wasserstein & Co. on its initial 1997 acquisition of ALM and subsequent sale of the company a decade later.
The firm also advised Wasserstein & Co. last year on its $340 million purchase of satellite communications provider Globecomm Systems and also handled the investment firm’s $5.8 million sale in 2012 of The Deal, an M&A trade publication, to TheStreet Inc., a financial news website founded by Harvard Law School graduate and former American Lawyer reporter Jim Cramer.
DLA Piper, whose global corporate and finance chair Roger Meltzer sits on ALM’s board of directors, has taken the lead for RBS on the sale its stake in ALM through corporate partner Sidney Burke, restructuring partner Sarah Coucher and associate Joseph McHale. Edinburgh-based RBS owns 49 percent of ALM, while Apax owns a 51 percent stake following a late 2009 restructuring by former owner Incisive. The debt-for-equity swap separated ALM from Incisive, which was bought by Apax in 2006. The deal also cut ALM’s debt from its 2007 sale to $300 million.
The 2009 restructuring occurred a month before the sudden death of Wasserstein, a Harvard Law School graduate and former Cravath, Swaine & Moore attorney who went on to head financial advisory firm Lazard. Wasserstein shelled out $202 million in late 1997 to acquire the New York Law Journal and National Law Journal, which he folded into American Lawyer Media, an ALM predecessor he paid $70 million to buy several months earlier from Time Warner.
Time Warner had purchased the company in 1996 from attorney and entrepreneur Steven Brill, who founded The American Lawyer magazine in 1979. Brill, who won a National Magazine Award in the public interest category this year for his exhaustive Time magazine cover story about the problems plaguing the nation’s health care system, also created Court TV, which is still owned by Time Warner and now known as TruTV.
Like many media companies over the past few years, ALM is grappling with larger changes as the industry transitions from print to digital. ALM’s digital platform receives more than 6.5 million page views per month, according to a company press release, and its publications have won more than 150 major industry awards. Elisa Miller serves as ALM’s general counsel.
Honeywell’s pension fund, HighVista Strategies, the Ontario Pension Board and Pantheon are coinvesting with Wasserstein & Co. in ALM, which has nearly 700 employees in 16 offices around the world. Macquarie Capital is providing financing to the investor group for its purchase of the company, which is subject to customary closing conditions and regulatory approvals.
Jones Day, a firm known for its antitrust expertise, also advised Wasserstein & Co. in 2005 on its $385 million purchase of the business information unit of Primedia. That asset has become Penton Media, now the largest business-to-business media company in the U.S. through its ownership of titles like Aviation Week and Nation’s Restaurant News. (Wasserstein’s estate also owns New York magazine, which the legendary dealmaker bought for $55 million a decade ago.)
However, the ALM sale is not likely to raise antitrust red flags. The publications owned by Penton, whose general counsel is former Simpson associate Andrew Schmolka, predominantly focus on the agriculture, infrastructure and transportation industries that have scant overlap with ALM’s legal and real estate portfolio.
“In the explosively competitive world of the Internet it will be hard for any enforcer to find a theory of competitve harm,” says David Balto, a former Federal Trade Commission official and antitrust solo practitioner in Washington, D.C.
Daily U.S. legal news providers that remain independent include Courthouse News Service, The Global Legal Post, Main Justice and California’s Daily Journal, which is owned by Berkshire Hathaway vice chair Charles Munger, a founding partner of Munger, Tolles & Olson.
Jenna Greene, a senior reporter with sibling publication The National Law Journal, also contributed to this report.