Ever since Time Warner made it clear last month that it wanted nothing to do with a possible tie-up with Rupert Murdoch’s vast media empire, observers continue to weigh in on the likelihood of a merger despite the company’s protests.
Time Warner rejected the unsolicited $80 billion cash-and-stock proposal led by the Australian billionaire’s 21st Century Fox, citing a myriad of complicating factors. But that didn’t stop 21st Century Fox from announcing the sale of its pay-television business in Italy and Germany to British Sky Broadcasting Group for more than $9 billion on July 25, in what some analysts speculated was a move to free up assets in order for Murdoch to continue pursuing Time Warner.
Even media mogul John Malone, whose company Liberty Global was itself involved in an $824 million deal to acquire a 6.4 percent stake in British free-to-air commercial broadcaster ITV from British Sky Broadcasting Group, has offered his opinion on a possible Time Warner marriage with Murdoch, saying it would create “a very powerful programming enterprise with lots of market power,” according to The Hollywood Reporter.
Although Time Warner and 21st Century Fox have been getting a lot of buzz lately, they are hardly the only media companies to be caught up in deal talk this summer, and several Am Law 100 firms are benefiting from the onslaught.
A couple of recent deals reflect the growing trend of established media companies separating slower-growing legacy print publications from broadcast operations.
On Monday, Tribune Media Company announced it had successfully spun off the Tribune Publishing Company, which publishes the Chicago Tribune as well as the Los Angeles Times, with the new company’s stock expected to begin trading on the New York Stock Exchange on Tuesday under the symbol TPUB.
Tribune Media Company—which oversees a diverse portfolio of digital and broadcasting operations, including 42 owned or operated local television stations—received $275 million for the spinoff in the form of a cash dividend paid by the publishing company. The publishing company is independent but will have commercial and operational ties with the parent company for up to two years, with Tribune Media holding a 1.5 percent equity stake in the spinoff, according to a news release.
Debevoise & Plimpton advised Tribune Media Company on the deal, led by partners Paul Bird and Peter Loughran and also including partners Lawrence Cagney, Peter Furci, Jonathan Levitsky and Jeffrey Ross. The Delaware law firm of Richards, Layton & Finger advised the company on matters related to Delaware law.
Last week, Cincinnati-based E.W. Scripps Company and Journal Communications Inc. of Milwaukee announced a complex transaction in which they would merge their broadcast and digital operations, and spin off and then merge their print-based operations, creating two separate companies.
As part of the deal, Scripps shareholders would get 69 percent of the combined broadcasting company and 59 percent of the new Journal Media Group. Journal Communications shareholders would receive 31 percent and 41 percent, respectively, of Scripps and Journal Media Group.
Scripps shareholders also would receive a $60 million special cash dividend as part of the deal, according to the companies. The boards of directors of both companies approved the stock-for-stock transaction, which is expected to close next year.
Once the deal is complete, Scripps would be the fifth-largest independent TV group in the United States, with 34 owned-and-operated television stations and 35 radio stations. Journal Media Group, the newly formed public company, would be headquartered in Milwaukee and operate in 14 markets.
The combined E.W. Scripps company would have an estimated revenue of $800 million and employ 4,000 employees in broadcast and digital media. The Journal Media Group—to be headquartered in Milwaukee along with its flagship newspaper, the Milwaukee Sentinel—would employ 3,600 employees.
E.W. Scripps relied on its general counsel and senior vice president, William Appleton for legal representation, with Baker & Hostetler serving as outside counsel. Partner Steven Goldberg, who is coleader of the firm’s transactions practice team, led the group. He was joined by labor and employment partner David Holcombe; executive compensation partner Raymond Malone; mergers and acquisition partners Kenneth Howard Jr. and Robert Morwood; and tax partners John Bates, John Lehrer II and Jeffrey Paravano. Also assisting were antitrust of counsel Judy Gechman and associate Sean Harrigan Jr.
Journal Communications was represented by Foley & Lardner, with a team led by mergers and acquisitions and securities partners Benjamin Garmer III and Russell Ryba, as well as M&A and securities senior counsel Jason Hille. Also involved were environmental partner Linda Benfield; real estate partner Larry Bonney; tax partner Jamshed Patel; environmental senior counsel Sarah Slack and associates Philip Kappell and Corey Sheahan.
Earlier last month, A.H. Belo—publisher of the Dallas Morning News—announced that it would sell off The Providence (R.I.) Journal for $46 million in cash to a subsidiary called New Media Investment Group Inc.
Gibson, Dunn & Crutcher represented Belo on the deal, with partner Mark Lahive leading the team. Also advising were benefits partner Sean Feller and environmental partner Tom McHenry. Associates Matthew Dubeck, Negin Nazemi and Michael Szczurek assisted.