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Davis Polk, Weil Lead on Comcast's $18.1 Billion NBCU Buy
The Am Law Daily
UPDATE: 2/13/13, 11:25 a.m. EST. Information on the names of lawyers from Willkie serving as FCC counsel to Comcast have been added to the ninth paragraph of this story.
Davis Polk & Wardwell, Weil, Gotshal & Manges, and Willkie Farr & Gallagher are advising on a $16.7 billion deal that will see cable giant Comcast acquire General Electric's remaining 49 percent stake in New Yorkbased NBCUniversal in a deal that would make Jack Donaghy proud.
The Kabletown network executive played by Alec Baldwin on NBC sitcom 30 Rock, which ended its seven-season run earlier this month, was a proponent of the kind of mass media consolidation exemplified by Comcast's acquisition of a 51 percent stake in entertainment conglomerate NBCU two years ago.
The current deal, announced late Tuesday and expected to close by the end of April, will see Comcast pay $16.7 billion to take full control of NBCU, which owns broadcast and cable networks, theme parks, and the Universal Pictures movie studio.
The transaction's terms also call for Comcast to kick in another $1.4 billion to acquire NBC's Manhattan headquarters at 30 Rockefeller Center, as well as the studios and offices used by financial news network CNBC in Englewood Cliffs, New Jersey. Philadelphia-based Comcast will pay $11.4 billion in cash for the rest of NBCU it doesn't already own and will fund the rest of the acquisition with debt and the issuance of stock.
Davis Polk M&A cohead David Caplan and corporate partner Marc Williams are leading a team from the firm advising Comcast. Other Davis Polk attorneys working on the deal include tax partners Neil Barr and Avishai Shachar, real estate partner Thomas Dore Jr., credit partner Jason Kyrwood, capital markets partner Bruce Dallas, antitrust partner Arthur Burke and counsel Stephen Pepper, and associates James Elworth, Lauren Gillespie, Jeffrey Gould, Kristen Haase, Adam Ross, Patrick Sigmon, Paul Weitzel.
Davis Polk took the lead advising Comcast in late 2009 on its $30 billion acquisition of the controlling stake in NBCU from GE, which was expected to divest itself of its remaining holdings in the company by 2018. The deal underwent a thorough regulatory review before ultimately winning approval in early 2011.
In purchasing its original stake in NBCUniversal, Comcast acquired a 15.8 percent stake in A&E Television Networks. Comcast then turned to Davis Polk for counsel on its $3 billion sale of that A&E stake last year to joint venture partners The Walt Disney Company and The Hearst Corporation.
Davis Polk also advised Comcast last year in connection with the company's $300 million acquisition of the half of the MSNBC news website joint venture it didn't already own. That transaction came on the heels of a series of 2011 deals that saw the firm advise Comcast on the $280 million sale of the National Basketball Association's Philadelphia 76ers, the company's $1 billion acquisition of an Orlando theme park, and the $3.6 billion sale of wireless spectrum licenses to Verizon Wireless. Willkie also advised Comcast on the latter transaction, according to our previous reports.
Michael Hammer, chair of Willkie's communications practice, is leading a team from the firm serving as FCC regulatory counsel to Comcast on the current deal with GE for full control of NBCU. Also working on the matter for Willkie are communications partner and data privacy and security practice chair Francis Buono, special counsel Michael Jones, and associate Brien Bell.
Duane Morris chairman emeritus Sheldon Bonovitz is a member of Comcast's board of directors, along with former Citigroup executive and onetime Cleary Gottlieb Steen & Hamilton lawyer Eduardo Mestre. Arthur Block, a former partner at now-defunct WolfBlock who began handling deals for Comcast in 1978, serves as the company's general counsel and corporate secretary.
Comcast named former Wilmer Cutler Pickering Hale and Dorr partner Lynn Charytan as its new senior deputy general counsel and vice president of legal regulatory affairs last year. Rebecca Arbogast, another Wilmer alum, took over as Comcast's senior vice president for global public policy in September 2011. Richard Cotton serves as general counsel for NBCU, which promoted James Lichtman to general counsel of its television entertainment unit last year, according to sibling publication Corporate Counsel.
GE is being advised on its latest deal with Comcast by its longtime outside counsel at Weil, which represented the Fairfield, Connecticutbased conglomerate on the initial deal with Comcast. (Weil represented GE subsidiary GE Capital last year on the $2.51 billion sale of its property lending unit to EverBank Financial.)
Howard Chatzinoff, cochair of Weil's M&A practice, is leading a team from the firm working on the deal that includes M&A partner Jaclyn Cohen, real estate partner Samuel Zylberberg, capital markets partner Jennifer Bensch (who joined the firm last year from Skadden, Arps, Slate, Meagher & Flom), global tax cochair Kenneth Heitner, and associates Michael Breidenbach, John Goldman, Harry Moseley, and Andrew Woodworth.
Former U.S. senator and retired King & Spalding partner Sam Nunn Jr. is an independent member of GE's board, where he serves with W. Geoffrey Beattie, a former partner at top Canadian firm Torys. Brackett Denniston III has served as GE's general counsel since 2004. Former Morgan, Lewis & Bockius partner Pamela Daley is the company's senior vice president for business development.