The Communications Group at Skadden represents clients on a variety of transactions, litigation and regulatory matters with respect to the telecommunications and media industries and related services, including television and radio broadcasting; multichannel video programming; wired, wireless and satellite communications services; and e-commerce. Our clients include some of the world’s largest media, communications and investment firms, as well as entrepreneurial companies and telecommunications users.
Skadden advises clients in a variety of transactions and financings in the communications and media industries, often working closely with the firm’s corporate attorneys. We have provided assistance in acquisitions, sales, investments, joint ventures, public and private issuances of debt and equity securities, and privatizations of telecommunications companies by foreign governments. We advise banks and investment firms on the issues arising from holdings in communications companies and the methods for achieving goals without running into regulatory obstacles. We have counseled on restructuring communications companies worldwide and have represented clients dealing with the realignment of domestic and international regulations to adjust to rapidly changing communications technologies.
Skadden counsels clients on commercial matters, such as the structuring and negotiation of commercial agreements and contracts for multinational voice, data and video communications services. Our attorneys have handled a wide variety of agreements, including for telecommunications services, master services, technology licensing, content provider, capacity lease, private line, data protection, MVNO, technology development and distribution, resale, rights-of-way and pole attachment, cable and broadcast network affiliation, media rights, local marketing and time brokerage, and retransmission consent. In addition, our attorneys have structured both customer-facing and employee-facing information sharing, data privacy and network security policies.
We have handled diverse litigation, including for intellectual property and First Amendment-related issues, breach of contract suits, class actions and telemarketing complaints. We advise on antitrust and regulatory issues, often dealing with government agencies and international antitrust offices. We also advise clients on ways to address increasing threats to privacy and cybersecurity. Skadden has helped clients obtain federal and state regulatory approval to transfer control of communications companies and licenses, expand their businesses through innovative approaches to regulatory requirements, or enter the industry, including in hotly contested cases. We advise clients on issues related to communications facilities including rights-of-way; mandatory access; zoning; and tower, pole attachment and site regulations. When necessary, we assist clients in obtaining the necessary approvals of the Committee on Foreign Investment in the United States. Working with the firm’s Brussels office, our communications attorneys also provide European competition law advice to telecommunications companies.
The firm assists clients in developing positions and defending their interests in regulatory, policy-making, licensing and complaint proceedings before the Federal Communications Commission, the Federal Trade Commission, the U.S. Congress and the executive branch, as well as state and foreign governments. We have represented clients in connection with legislative proposals in Congress covering key aspects of communications regulation. We have advised entities regarding participation in FCC-conducted spectrum auctions. We also have worked with state public utility commissions and local authorities on issues affecting our clients’ ability to develop business and provide communications services.
- Castle Harlan, a New York-based private equity firm, in its $450 million acquisition of Securus Technologies.
- Centennial Communications in its $944 million acquisition by AT&T.
- DigitalGlobe in its $900 million merger with GeoEye.
- DISH Network Corporation in its acquisition of 100 percent of the equity of the reorganized DBSD North America, Inc., a hybrid satellite and terrestrial communications company, for $1.1 billion.
- Hughes Telematics in its $612 million acquisition by Verizon Communications.
- Hubbard Broadcasting in its acquisition of 17 radio stations from Bonneville International Corporation.
- 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.
- Landmark Communications, Inc. in its sale of The Weather Channel to a consortium consisting of NBC Universal Inc., Blackstone Group LP and Bain Capital LLC.
- NDS Group (United Kingdom), a provider of video software and digital security technology, and its owners, News Corporation and Permira (United Kingdom), in its $5 billion sale to Cisco Systems.
- 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 sale of eight television stations to Oak Hill Capital Partners.
- PAETEC Holding Corp. in its $460 million acquisition of Cavalier Telephone.
- PT Indosat in its sale and leaseback of 2,500 towers to PT Tower Bersama Infrastructure.
- Qwest Communications in its $22.4 billion merger with CenturyLink.
- Rural Cellular Corporation in its $2.7 billion acquisition by Verizon Wireless.
- Sprint Nextel in its $20.1 billion sale of a 70 percent stake in the company to Softbank (Japan) — the largest-ever overseas acquisition by a Japanese company – and acquisition of the shares of Clearwire Corporation it does not already own.
- Univision Communications in its $13.5 billion sale to a consortium of private equity investors that included Texas Pacific Group, Thomas H. Lee Partners, Madison Dearborn Partners, Providence Equity Partners and investor Haim Saban.
- Virgin Mobile in its $483 million acquisition by Sprint Nextel.
- Windstream in its $2.3 billion acquisition of PAETEC Holding Corp.
- Youku, the top market-share Internet television company in China, in its merger, via a stock swap, with Tudou Holdings (China).
- Electric generation and distribution companies, including GenOn, AES, National Grid, Entergy and ArcLight in commercial agreements related to telecommunications assets and in the transfer of control and assignment of FCC licenses as part of corporate transactions.
Our attorneys frequently advise on international and cross-border transactions, including:
- Altimo Holdings & Investments (Russia) with respect to its interest in Vimpel-Communications (Russia) and VimpelCom’s business combination with the emerging markets and Italian telecom assets of Weather Investments (Italy), majority-owned by Egyptian entrepreneur Naguib Sawiris; and in the sale of Altimo’s stake in OJSC MegaFon (Russia) to AF Telecom (Russia) and a subsidiary of MegaFon.
- KDDI Corporation (Japan) in its $4 billion acquisition of a 31.1 percent stake in Jupiter Telecommunications (Japan) from Liberty Global.
- Nokia Siemens Networks in its acquisition of Motorola’s wireless network infrastructure assets; and its proposed $650 million acquisition of the CDMA and LTE assets of Nortel Networks Corporation.
- Portugal Telecom in the $9.8 billion acquisition by Telefónica (Spain) of Portugal Telecom’s 50 percent stake in Vivo Participacoes (Brazil).
- Niklas Zennström and Janus Friis, the founders of Skype Technologies (Luxembourg), with a consortium of private equity and venture capital firms led by Silver Lake, in the $2.8 billion acquisition of Skype from eBay; and Joltid Limited, a member of the Skype investor group, in connection with Microsoft’s $8.5 billion purchase of Skype.
- The government of Australia as international counsel in the $12.1 billion third-stage privatization via the sale of an 35 percent stake in Telstra Corporation Limited, a provider of fixed-line and wireless telecommunications services in Australia, the largest Australian equity offering denominated in U.S. dollars.
- News Corporation in the planned separation of its publishing and entertainment businesses; and in its sale of a controlling stake in three Chinese television stations and a Chinese movie library to China Media Capital, part of the formation of a joint venture between News Corporation and China Media.
- Tele Columbus Group (Germany), a cable services provider, in its restructuring by means of a debt transfer and debt-for-equity swap, the first time a German operating company used English schemes of arrangement to restructure.
- The special committee of the board of Time Warner Cable in its $11 billion spin-off from its parent company, Time Warner.
- A&E Television Networks in connection with the financing of NBCUniversal Media’s $3 billion sale of its 15.8 percent stake in A&E to The Walt Disney Company and Hearst Corporation.
- Bank of America Merrill Lynch, RBS Securities and Morgan Stanley Senior Funding as joint lead arrangers of a $3.1 billion secured credit facility for Crown Castle International, a provider of telecommunications infrastructure services.
- Credit Suisse as lender to WOW, a cable operator, for its acquisition of Knology; and as lender to American Securities in its $655 million acquisition of Global Tel*LinkTEL.
- FairPoint Communications in its offering of senior secured notes.
- J.P. Morgan Chase Bank as lender in a $1 billion credit facility to América Móvil (Mexico), the leading wireless services provider in Latin America.
- Morgan Stanley Senior Funding as arrangers of a credit facility for TowerCo, an independent communication tower company.
- TELUS (Canada), a telecommunications company, in its C$1 billion offering of senior unsecured notes.
- Westwood One in an equity investment by The Gores Group.
- XM Satellite Radio in two concurrent offerings.
- Six major video content companies (CBS, NewsCorp, Sony, Time Warner, Viacom and Disney) in their opposition to an FCC decision giving Comcast access to their confidential information.
- 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 alleging that in Arbitron’s rush to commercialize its PPM electronic radio ratings system, it underreported African-American and Hispanic listeners. The settlement required Arbitron to adopt new standards for its ratings methodology.
- Qwest Communications and its board of directors in the successful settlement of a class action in the U.S. District Court for the District of Colorado brought by plaintiffs seeking to enjoin Qwest’s $22.4 billion merger with CenturyLink, and alleging breach of fiduciary duties by Qwest board members and aiding and abetting by CenturyLink.
- Verizon Wireless in litigation brought by AT&T in connection with Verizon’s 3G advertising campaign, “There’s a Map for That”; and in a proposed class action in which customers accused Verizon of improperly billing family plan participants for overtime minutes and for in-network and in-family calls.
- XM Satellite Radio in a breach of contract suit in which we secured a dismissal of all claims.
- Various private equity firms in resolving commercial disputes with providers of ultrafast point-to-point communications systems.
- FOX, ABC, CBS, NBC and Univision in various proceedings at the FCC including a recent challenge to the retransmission consent regime.
- News Corporation, Fox Entertainment Group and Fox Cable Networks in various regulatory and legislative matters, including the FCC’s broadcast “indecency” enforcement and media ownership proceedings.
- Sprint in successfully opposing AT&T’s $39 billion acquisition of T-Mobile USA from Deutsche Telecom (Germany) before the Antitrust Division of the U.S. Department of Justice and the FCC.
- TANDBERG (Norway), in securing antitrust approvals in the U.S. and Europe for its acquisition by Cisco Systems.
- Telecom Italia in the antitrust and regulatory aspects of Olivetti’s (Italy) US$22 billion acquisition of the remaining 45 percent of Telecom Italia that it did not already own.
- A coalition of Broadway theater owners, broadcasters and sports leagues in challenging FCC rules that would have permitted unlicensed “white spaces” devices to interfere with television stations, wireless microphones, intercoms and cue-and-control devices.