Media and Entertainment

Skadden provides media and entertainment clients with a full range of legal services relating to mergers and acquisitions, financings, restructurings, tax, intellectual property, litigation, antitrust, FCC and other regulatory issues, and national security reviews. We counsel a broad spectrum of corporations, joint ventures and individuals. Skadden ranked in the top tier for entertainment by U.S. News — Best Lawyers "Best Law Firms" 2013.

Mergers and Acquisitions

We have advised clients in transactions that have reshaped the media and entertainment industries, including major purchases, sales and proposed M&A. Our representations have included, among others:

• Yahoo! in the defense against the $44.6 billion unsolicited acquisition attempt by Microsoft.
• The special committee of the board of directors of Tribune Company in the $13 billion acquisition of the company via a going-private transaction, which followed an auction.
• Univision Communications in its $13.5 billion sale to a consortium of private equity investors that includes Texas Pacific Group, Thomas H. Lee Partners, Madison Dearborn Partners, Providence Equity Partners and investor Haim Saban.
• Activision in its $18.9 billion acquisition of Blizzard Entertainment and the sale of an 52 percent stake to Vivendi.
• News Corporation in its $5.6 billion acquisition of Dow Jones & Company; its acquisition of Liberty Media Corporation’s $11 billion stake in News Corporation in exchange for News Corporation’s 38 percent stake in DIRECTV; and its $11.5 billion proposed, but terminated, acquisition of the remaining stake it does not already own in British Sky Broadcasting.
• XM Satellite Radio in its $13 billion tax-free merger-of-equals with Sirius Satellite Radio.
• Walt Disney in its $4.05 billion acquisition of Lucasfilm.
• Jason Nanchun Jiang, chairman of the board and CEO of Focus Media Holding Limited (Hong Kong), as part of a consortium in the $3.5 billion going-private acquisition of Focus Media.
• Youku, the top market-share Internet television company in Chin, in its $1.1 billion merger, via a stock swap, with Tudou Holdings (China).
• Hubbard Broadcasting in its $505 million acquisition of 17 radio stations from Bonneville International Corporation.
• Summit Entertainment in its $413 million acquisition by Lions Gate Entertainment.
• IMAX (Canada) in its joint venture with Discovery Communications and Sony to develop the first 24/7, dedicated 3-D television network in the United States.
• IAC/InterActiveCorp., as owner of The Daily Beast, an online provider of news and commentary, in its merger with Newsweek; and in the sale of its 30 percent stake in Jupiter Shop Channel (Japan).

Many of our transactions involve private equity firms, such as:

• The Blackstone Group in the $1 billion sale of its 50 percent stake in Universal Orlando to NBCUniversal. The enterprise value of the transaction is approximately $3.17 billion.
• MBK Partners, one of the largest independent private equity firms in the Asia-Pacific region, in connection with a proposed $1.2 billion buyout of USJ, the owner and operator of the Universal Studios Japan theme park, by a consortium of investors.
• Providence Equity Partners, Texas Pacific Group and DLJ Merchant Banking Partners as equity partners in a consortium with Sony Corporation of America and Comcast Corporation in their $4.8 billion acquisition of Metro-Goldwyn-Mayer in a going-private transaction.
• Vulcan Capital in its $925 million sale of Oxygen Media to NBC Universal.

Spin-offs and Restructurings

Our attorneys advise media and entertainment companies on spin-offs of individual business segments or newly created stand-alone entities, restructuring transactions through acquisitions, out-of-court reorganizations and recapitalizations. We structure and implement innovative, cutting-edge strategies for tax-efficiency in these matters. Among others, we have advised:

• The special committee of the board of Time Warner Cable in its $11 billion spin-off from its parent company, Time Warner.
• ION Media Networks in an out-of-court restructuring.
• Liberty Media in its recapitalization and restructuring into two units.
• Metro-Goldwyn-Mayer and affiliated entities (MGM) in connection with their prepackaged plan of reorganization resulting in the restructuring of $5 billion in debt.
• News Corporation in its sale of a controlling stake in three Chinese television stations and a Chinese movie library to China Media Capital, a private equity firm. This sale is part of a reorganization of the businesses for the formation of a joint venture between News Corporation and China Media.
• News Corporation in the potential separation of its publishing and entertainment businesses.
• Tele Columbus Group (Germany), a cable services provider, in its restructuring by means of a debt transfer and debt-for-equity swap implemented via several schemes of English arrangement between four of the German operating companies within the Tele Columbus Group and the Group’s senior, second lien and mezzanine lenders. The deal, which marked the first time a German operating company used English schemes of arrangement to restructure, reduced the Tele Columbus Group’s debt from approximately €1 billion to €626 million.

Financings

Skadden represents issuers and underwriters in the full range of public and private financings. Our experience extends to all types and combinations of debt and equity instruments. Recent representations in this area include:

• Koda Holding, a subsidiary of The Walt Disney Company, as borrower in the provision of a $308 million credit facility from The Bank of Montreal.
• MGM in $4 billion of senior secured credit facilities arranged by J.P. Morgan Securities and Credit Suisse First Boston.
• A&E Television Networks in connection with the financing of NBCUniversal Media, LLC’s approximately $3 billion sale of its 15.8 percent stake in A&E to The Walt Disney Company and Hearst Corporation.
• Vulcan Capital in connection with the $1 billion initial public offering of DreamWorks Animation SKG.
• XM Satellite Radio in two concurrent offerings: its $778 million Rule 144A/Regulation S high-yield offering of 13% senior notes due 2014, and its $550 million Rule 144A offering of 7% exchangeable senior subordinated notes due 2014 exchangeable for shares of common stock of Sirius Satellite Radio.
• Two Chinese online media companies in their 2010 initial public offerings on the New York Stock Exchange, including Dangdang, a leading business-to-consumer e-commerce company offering the largest collection of Chinese-language book titles on its website; and Youku, the top market-share Internet television company in China.

Intellectual Property and Technology

Our intellectual property capabilities bridge the transactional and litigation elements of our experience. As intellectual property assets often represent the heart of the business for media and entertainment companies and individuals, Skadden provides seamless legal services in connection with the acquisition, enforcement and commercialization of these assets. Our experience includes litigation for distribution-related matters, print and electronic copyright infringement, and domain names; licensing and transfer agreements and other transaction-related services; technology development, outsourcing, patent and technology portfolio strategy analysis; and trademark and copyright clearance and registration. For example, our recent representations have included, among others:

• The Blackstone Group, as former co-owner of Universal Studios Orlando, in the acquisition and licensing of Harry Potter, The Simpsons characters and related intellectual property for new theme park attractions at Universal Studios Orlando.
• The band Bon Jovi, its members, Turner Broadcasting System, Major League Baseball and more than a dozen other defendants in securing an appellate victory that affirmed a district court’s dismissal of a lawsuit (also handled by Skadden) in which a songwriter accused our clients of having infringed one of his songs in connection with a promotional video produced by Turner to publicize Major League Baseball postseason game broadcasts.
• Carnegie Hall in the recovery of its registered domain name from a third party who was using the website to post paid advertisements after the name was allowed to expire.
• Houghton Mifflin Harcourt in an important summary judgment ruling in a case of first impression in connection with claims brought by photographers alleging copyright infringement. Skadden made the novel argument that the photographs had not been properly registered with the Copyright Office because the registrations did not identify the authors of the individual works as Section 409 of the Copyright Act expressly requires. The U.S. District Court for the Southern District of New York dismissed most of the claims for lack of registration, finding that the language of the Copyright Act is clear.

Litigation and Dispute Resolution

In addition to intellectual property issues, the firm has handled diverse litigations in the industry. For example, we have advised:

• The actor Warren Beatty in an adversary proceeding brought by Tribune Media Services in the U.S. Bankruptcy Court for the District of Delaware regarding his rights to continue his use of the Dick Tracy comic book character. Beatty is seeking to have the Tribune’s bankruptcy action dismissed so that he may proceed with the lawsuit he filed against Tribune in the Los Angeles Superior Court prior to the Tribune Company filing for Chapter 11.
• XM Satellite Radio, in a breach of contract suit, in which we secured a dismissal of all claims less than two weeks before the start of trial.
• Inner City Broadcasting Corporation, Spanish Broadcasting System and Univision Communications in the settlement of lawsuits brought against Arbitron by the New York and New Jersey Attorney General offices. The lawsuits were a result of complaints by Inner City Broadcasting, Spanish Broadcasting and Univision alleging that Arbitron commercialized its radio ratings system and underreported African-American and Hispanic listeners. The settlement required Arbitron to adopt new standards in its ratings system methodology.

Antitrust and Regulatory

We advise media and entertainment companies in dealing with government agencies, such as the U.S. Department of Justice, EU and other international antitrust offices, on a wide variety of issues. We also assist in developing and advocating positions in regulatory, policy-making and licensing proceedings before the FCC, Congress and executive branch, as well as state and international regulatory agencies. For example, we have represented or are representing:

• News Corporation, Fox Entertainment Group and Fox Cable Networks in various regulatory and legislative matters, including with respect to the FCC’s broadcast indecency enforcement regime and media ownership proceedings.
• Motion Picture Association of America on issues involving “net neutrality” and online piracy before the FCC, FTC, and other federal agencies and departments.
• FOX, ABC, CBS, NBC and Univision in various proceedings at the FCC including the recent challenge to the retransmission consent regime.
• A coalition of Broadway theater owners, broadcasters and sports leagues in challenging the FCC’s decision to permit the use of so-called “white spaces” devices in the radio frequency spectrum utilized by television stations and wireless microphone operators.