Twelve Law Firms Claim Roles in AT&T’s $48.5 Billion DirecTV Buy

Grabbing roles on a deal that could reshape the U.S. media landscape, at least a dozen firms are advising on telecommunications giant AT&T’s proposed $48.5 billion acquisition of DirecTV, the nation’s largest satellite television operator.

Announced Sunday, the deal is the latest in a string of mergers involving mass media and telecommunications companies. It comes three months after cable giant Comcast announced that it had agreed to acquire Time Warner Cable for $45.2 billion.

In moving to acquire DirecTV, AT&T has assembled essentially the same legal team it deployed on the $39 billion acquisition of T-Mobile USA that it was ultimately forced to abandon in December 2011 in the face of Justice Department opposition.

Sullivan & Cromwell M&A chair Joseph Frumkin in New York and corporate partner Eric Krautheimer in Los Angeles are leading a team advising AT&T. Other S&C lawyers in New York are tax partner Andrew Mason and special counsel David Passey, executive compensation and employee benefits partner Matthew Friestedt and special counsel Henrik Patel, IP special counsel Spencer Simon and associates Scott Crofton, Allison MacDonald, Stephen Miller, Jordan Oreck, Michael Portner Gartke and Adam Rachlis. Associate William Blackman is assisting from Los Angeles.

Crowell & Moring, Arnold & Porter, Sidley Austin and Washington, D.C.–based firm Kellogg, Huber, Hansen, Todd, Evans & Figel are providing antitrust and regulatory counsel to AT&T on its DirecTV bid. All four firms, along with S&C, had advised the telecom on its aborted T-Mobile acquisition.

Arnold & Porter partners Richard Rosen, Maureen Jeffreys and Wilson Mudge, all in Washington, are serving as FCC regulatory counsel to AT&T, along with London-based partners Susan Hinchliffe and Michael Ryan.

Crowell & Moring antitrust chair Wm. Randolph Smith is serving as AT&T’s antitrust counsel in connection with the Justice Department’s review of its bid for DirecTV. He is joined by antitrust partners Jeane Thomas and Ryan Tisch. All are in Washington.

AT&T has retained additional outside counsel from Gibson, Dunn & Crutcher antitrust and trade regulation cochair M. Sean Royall in Dallas and antitrust partner Adam Di Vincenzo in Washington, D.C.

D. Wayne Watts is AT&T’s general counsel.

The Justice Department’s review is being led by??Renata Hesse, principal deputy assistant attorney general. The proposed tie-up will receive a congressional hearing.

For its end of the deal, DirecTV— which is based in El Segundo, Calif—has turned to Weil, Gotshal & Manges as lead outside counsel. Frederick Green, cochair of Weil’s transactional practice, private equity and M&A group cohead Michael Lubowitz, both in New York, are leading the firm’s team. Other Weil lawyers are technology and IP transactions partner Jeffrey Osterman, employee benefits partner Paul Wessel, tax partners Marc Silberberg and Chayim Neubort, capital markets partner Matthew Bloch, environmental partner Annemargaret Connolly, banking and finance partner Andrew Yoon, securities litigation partner Gregory Danilow, employment law counsel Lawrence Baer. All are in New York except Connolly, who is in Washington. Weil associates are William Dong, Natasha Gopaul, Thomas Goslin, Sachin Kohli, Suzanne Lee, Lauren Luptak, Amanda Rosenblum, Joseph Santo, Adam Templeton and Cassie Waduge.

Joe Sims, an antitrust partner at Jones Day in Washington is leading a team from his firm serving as antitrust counsel to DirecTV. The firm’s team also includes partners Kathryn Fenton, J. Bruce McDonald, Fiona Schaeffer and Craig Waldman. All are in Washington except Waldman, who splits his time between San Francisco and Silicon Valley.

Simpson Thacher & Bartlett is serving as counsel to the compensation committee of DirecTV’s board of directors through executive compensation and employee benefits practice head Brian Robbins, senior counsel Jamin Koslowe and associate Patricia Adams. All are in New York.

Larry Hunter is DirecTV’s general counsel. He is leading an in-house team that also includes deputy general counsel and company secretary Michael Hartman, deputy general counsel William Ryan, senior vice president and associate general counsel Keith Landenberger and Warren Jackson, senior vice president of legal and U.S. general counsel Robin Rogers, assistant general counsel Jill Sullivan, executive vice president of government and regulatory affairs Susan Eid, senior vice president of government affairs Andrew Reinsdorf and vice president of government relations Stacy Fuller.

DirecTV and AT&T hope to close their union within the next year, pending the approval of DirecTV shareholders and the FCC, Justice Department and other regulators in several U.S. states and Latin American countries.

Other firms scoring smaller roles on DirecTV’s sale include Debevoise & Plimpton. The firm is advising Lazard in its role as financial adviser to AT&T through corporate chair Jeffrey Rosen and M&A partner Jonathan Levitsky, both in New York.

Cleary Gottlieb Steen & Hamilton M&A partner Ethan Klingsberg and associate Thomas Larkin, both in New York, are representing Goldman Sachs, which is serving as a financial adviser to DirecTV.

Goldman Sachs is joined by Bank of America/Merrill Lynch, which is being advised by Shearman & Sterling M&A partners Peter Lyons and Robert Katz and associates Gregory Gewirtz and Jessica Nielsen. All are in New York.

Four Firms Advise Sale of Red Lobster

Darden Restaurants, the nation’s largest operator of casual dining restaurants, has agreed to sell Red Lobster, the 46-year-old seafood restaurant chain, to private equity firm Golden Gate Capital for $2.1 billion in cash.

The announcement caps a five-month strategic review by Orlando-based Darden, which said late last year that it planned to spin off the casual dining brand. That announcement set off a battle between Darden and two activist hedge funds pushing for a more substantial breakup of a conglomerate that also owns the Bahama Breeze, Capital Grille, LongHorn Steakhouse and Olive Garden chains.

Darden plans to use proceeds from the proposed sale of the 700-restaurant chain to pay down $1 billion in debt while shifting its focus to its other brands like the Olive Garden, a family-oriented chain that under activist pressure has moved toward more high-brow and modern fare.

Wachtell, Lipton, Rosen & Katz has taken the lead role advising Darden’s board of directors. Wachtell cochairman Daniel Neff is leading the team, joined by corporate partner Stephanie Seligman, counsel Sabastian Niles and associate Francis Stapleton. All are in New York.

Darden’s general counsel is Teresa Sebastian and division general counsel is Anthony Morrow.

Darden itself has tapped Latham & Watkins as its outside counsel on the deal, which is expected to close by the first quarter of 2015. New York lawyers are corporate partners Edward “Ted” Sonnenschein and Jennifer Perkins, and real estate partner James Hisiger. Corporate partner David Dantzic, who is in Washington, also worked on the deal along with Los Angeles-based tax partners Pardis Zomorodi and Laurence Stein.

Golden Gate, which is based in San Francisco, has turned to Kirkland & Ellis to help snap up Red Lobster. Kirkland’s team includes corporate partners Mikaal Shoaib and Tana Ryan and real estate partners John Caruso and Joshua Hanna. The team is split between Los Angeles, San Francisco and Chicago.

As part of the Red Lobster acquisition, Golden Gate—which owns restaurant chain California Pizza Kitchen—has also entered into a $1.5 billion sale-leaseback transaction with New York-based real estate investment trust American Realty Capital Properties.

That part of the deal calls for ARCP to buy 500 Red Lobster locations from Golden Gate and then lease them back to the private equity shop. Richard Silfen, ARCP’s general counsel, is leading an in-house team that includes associate general counsel Todd Weiss and assistant general counsel Akomea Poku-Kankam.

Mitchell Padover, a real estate transactions partner with Kutak Rock in Phoenix, is providing outside counsel to ARCP on the matter.

The Red Lobster sale drew the ire of New York-based activist investor Barington Capital Group, which represents shareholders that control more than 2 percent of Darden’s stock, as well as Starboard Value, another New York-based activist investor that owns about 5.5 percent. Both were opposed to Darden’s spinning off the seafood chain.

Kramer, Levin, Naftalis & Frankel corporate cochair Thomas Constance and corporate partner Peter Smith, both in New York, have been advising Barington.

Barington’s general counsel is Jared Landaw.

Steven Wolosky, a New York partner at Olshan Frome Wolosky, has been representing Starboard.