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SuperMedia Inc. in Prepackaged Bankruptcy
Mar 21, 2013
SuperMedia filed a prepackaged chapter 11 proceeding on March 18, 2013 to effectuate its proposed merger with Dex One Corporation, which also filed a prepackaged chapter 11 case on the same day. The prepackaged plans, which have the overwhelming support of the companies' respective secured lenders and stockholders, provide for the consummation of the merger, subject to bankruptcy court approval and other conditions.
The proposed merger was first announced in August 2012, and required certain amendments to SuperMedia and Dex One’s loan agreements. Outside of a court process, these amendments would require consent of each lender under the affected loan agreements, but under bankruptcy law, the amendments can be approved with the consent of only one-half of lenders holding two-thirds in amount of the loans under the affected loan agreements. Although SuperMedia did not obtain the consent of every lender, it did obtain acceptance of its prepackaged plan by lenders holding more than 91 percent of the outstanding loans.
Prior to filing the chapter 11 proceeding, SuperMedia also solicited its stockholders for approval of the prepackaged plan. Under the prepackaged plan, stockholders are to receive the same treatment they would receive if the merger was consummated outside of bankruptcy. It is anticipated that SuperMedia stockholders will hold approximately 40 percent of the stock of the combined company, Dex Media, and that Dex One stockholders will hold the remaining shares. Of the SuperMedia stock that voted, over 99 percent voted to accept SuperMedia's prepackaged plan.
Dex One’s lenders and stockholders have also voted to accept Dex One’s prepackaged plan. Under the prepackaged plans, unsecured creditors of SuperMedia and Dex One will be unimpaired and entitled to full payment of their allowed claims.
The court has scheduled a hearing to consider approval of the prepackaged plans on April 29, 2013.
Google in Acquisition of Admeld
Dec 06, 2011
Cleary Gottlieb represented Google in its acquisition of Admeld, a New York-based company that helps publishers maximize revenues from online advertising. The transaction was cleared without condition by the U.S. Department of Justice Antitrust Division on December 2 and closed on December 6. Cleary Gottlieb advised on both the M&A and antitrust aspects of the deal.
Sony Corporation of America in Acquisition of EMI Music Publishing
Nov 14, 2011
Cleary Gottlieb is representing Sony Corporation of America in the EU and international antitrust aspects of the $2.2 billion acquisition of EMI Music Publishing. Sony Corporation of America is part of a consortium that includes Mubadala Development Company PJSC, Jynwel Capital Limited, the Blackstone Group's GSO Capital Partners LP, and David Geffen. EMI Music Publishing, one of the leading music publishing companies in the world, will be managed by Sony/ATV Music Publishing, a joint venture between Sony Corporation of America and the Estate of Michael Jackson.
JCDecaux in Inaugural €500 Million Bond Offering
Feb 08, 2013
Cleary Gottlieb represented JCDecaux in connection with its inaugural €500 million offering of bonds bearing interest at 2.00% and maturing on February 8, 2018. The bonds are listed on the regulated market of NYSE Euronext in Paris. This international offering launched and priced on February 4 and closed on February 8.
This offering was led by BNP Paribas, HSBC Bank and Société Générale as Joint Lead Managers and Barclays Bank, CM-CIC Securities, Crédit Agricole Corporate and Investment Bank, Mitsubishi UFJ Securities International and Natixis as Co-Lead Managers.
JCDecaux is the first largest outdoor advertising specialist in the world, the market leader in Europe and number one in Asia Pacific.
Truvo Group Wins Reorganization Plan Confirmation, Enabling Cross-Border Restructuring of $1.9 Billion of Debt
Oct 26, 2010
Cleary Gottlieb won the confirmation of the reorganization plan of Truvo Group's U.S. holding companies, less than four months after the Chapter 11 cases were commenced in the United States Bankruptcy Court for the Southern District of New York. The October 26 ruling cleared the way for the Truvo Group to consummate a restructuring of approximately $1.9 billion of debt of U.S. and European members of the Truvo Group. The plan became effective on November 30, 2010.
The plan relies on a novel use of an intercreditor agreement's enforcement sale provisions to release European subsidiaries that are not Chapter 11 debtors, enabling the European subsidiaries to avoid the adverse impact of a formal European proceeding. Initially the reorganization plan was supported by senior lenders but faced opposition from an official committee of junior creditors. Ultimately, these disputes were resolved and the plan was overwhelmingly supported by all creditor classes entitled to vote. The restructuring involved intense cooperation between lawyers located in New York, Brussels and London.
Banco Inbursa and Inmobiliaria Carso in $250 Million New York Times Company Financing
Jan 21, 2009
Cleary Gottlieb represented Banco Inbursa, S.A., Institucion de Banca Multiple, Grupo Financiero Inbursa and Inmobiliaria Carso, S.A. de C.V. in a $250 million financing of The New York Times Company. Under the terms of the securities purchase agreement, Banco Inbursa and Inmobiliaria Carso purchased an aggregate amount of $250 million ($125 million each) in senior unsecured notes due 2015 with detachable warrants. The securities purchase agreement was signed on January 19 and closed on January 21.
Mr. Carlos Slim Helú, one of the world’s wealthiest individuals, and members of his family are the main shareholders of Grupo Financiero Inbursa, S.A B. de C.V., a Mexican financial services company that is the parent company of Banco Inbursa, and are the owners of Inmobiliaria Carso, which currently holds 6.9% of the Times Company’s Class A shares.
The notes have a coupon of 14.053 percent, of which the Times Company may elect to pay 3 percent in kind. The notes are callable beginning three years from the issue date at 105 percent of par, with subsequent call prices declining ratably to par. Banco Inbursa and Inmobiliaria Carso also received detachable warrants for an aggregate amount of 15.9 million Class A shares (50 percent each), at a strike price of $6.3572. The warrants expire in January 2015.
TPG in its Investment in Creative Artists Agency
Oct 06, 2010
Cleary Gottlieb represented TPG in its acquisition of a 35% non-controlling interest in Creative Artists Agency (CAA), the world’s leading entertainment and sports agency. CAA represents many of the most successful professionals working in film, television, music, sports, video games, theatre, and the Internet, and provides a range of strategic marketing and consulting services to corporate clients. As part of the transaction, the managing partners of CAA entered into new, long-term employment agreements, and three TPG professionals, including co-founder Jim Coulter, joined a restructured CAA board. CAA and TPG also announced a commitment to create a $500 million pledge fund, providing access to significant capital for future investments.
The Raine Group in Investment in Vice Holding Inc.
Apr 09, 2011
Cleary Gottlieb represented The Raine Group in its investment in Vice Holding, the parent company of Vice Magazine and related subsidiaries. Vice is a global youth-focused media conglomerate. WPP Group, a world leader in advertising and marketing services, was a co-investor with Raine.
Raine is a boutique merchant bank focused exclusively on entertainment, digital media and sports. It was founded by Joseph Ravitch, a Cleary Gottlieb alum and a former senior partner and global head of media at Goldman Sachs, and Jeffrey Sine, a former vice-chairman and global head of technology at UBS.
SKY Italia Wins Important Victory Against RTI
May 28, 2012
On May 28, Cleary Gottlieb obtained a favorable decision for SKY Italia against RTI’s interim request for immediate payment of license fees.
The dispute arose in relation to a contract between SKY Italia and RTI (Mediaset Group), which had granted SKY Italia an exclusive license of the channel Mediaset Plus. The contract was discharged by SKY Italia in July 2011 for breach of contract, in large part because RTI distributed equivalent channels, Best of Mediaset and Mediaset Extra, to others.
The Court of Milan issued the decision after the exchange of several briefs and more than four hours of hearings.
SONY BMG Joint Venture Wins European Commission Approval
Oct 03, 2007
The European Commission on October 3 confirmed its clearance under EU merger control rules of the creation of SONY BMG, a joint venture combining the recorded music businesses of Sony and Bertelsmann. The European Court of First Instance in 2006 annulled the Commission’s original clearance decision of 2004. Following a thorough and meticulous re-assessment, the Commission found that the joint venture would not create or reinforce a position of collective dominance and would not allow music majors to raise prices. Cleary Gottlieb represented Sony Corporation of America and SONY BMG in the re-notification procedure.
The review proceedings in the case were unprecedented in that they allowed the Commission to examine the impact of the transaction on the market following its implementation in 2004. The Commission considered a broad range of potential theories of harm and engaged in one of the largest and most complex econometric analyses ever applied in EC merger control review. The parties provided the Commission with comprehensive and detailed evidence and economic data demonstrating that the joint venture did not raise competitive concerns and that the various national markets for recorded music are highly competitive.
The parties’ appeal against the judgment of the Court of First Instance, which annulled the original clearance decision, remains pending before the European Court of Justice.
TPG in $13.7 Billion Acquisition of Spanish Language Media Company
Jun 27, 2006
Cleary Gottlieb represented Texas Pacific Group in the $13.7 billion acquisition of Spanish-language media company Univision Communications Inc., by an investment consortium consisting of TPG, Madison Dearborn Partners LLC, Providence Equity Partners Inc., Thomas H. Lee Partners LP and Saban Capital Group Inc.
Univision is the number one Spanish language broadcaster in the United States.
SONY BMG Successful in EU Investigation of Apple's iTunes Platform
Jan 09, 2008
On January 9 2008, the European Commission announced the closure of a three-year antitrust investigation into Apple's online music download agreements with the four major record companies (EMI, SONY BMG, Universal and Warner Music). Closure of the investigation was facilitated by Apple's public announcement that it will within the next six months lower the prices it charges for music on its UK iTunes® Store to match the already standardized pricing on iTunes across Europe. The Commission found that the agreements between Apple and the majors did not violate EU competition rules, and no concessions were made by the record companies. Cleary Gottlieb represented SONY BMG, which is a 50-50 joint venture between Sony Corporation of America and Bertelsmann.
In 2004, the UK consumer organization "Which?" complained with UK and EU competition authorities that Apple's iTunes online music service charged more for music downloads in the UK than in the rest of Europe, and that UK consumers were prevented from downloading music through lower-priced iTunes online storefronts directed at Continental European countries. In March 2007, the EU Commission brought charges against Apple and each of the four major record companies, alleging that the online music download agreements between Apple and the majors contained restrictions on "cross-border" sales within Europe.
The case clarified an important issue of principle, i.e., that it is legitimate for record companies (and other content providers) to limit a license for online content to the territory of individual EU countries and to provide for staggered release of such content across Europe. Restrictions on UK consumer' ability to download music through iTunes online storefronts directed at other countries did not reflect an agreement between Apple and the record companies, but reflected each record company's freedom to determine when and what music content to license for online sale to UK consumers (as well as Apple's unilateral decision not to allow "cross-border" access to iTunes online storefronts). In announcing the closure of its investigation, the Commission explained, "
the fact that the same content is not available in all EU countries is not the result of restricted business practices between Apple and the record companies, but of the restricting copyright legislation
RealNetworks in Landmark Antitrust Victory in European Court of First Instance Against Microsoft for Abuse of Dominant Position
Sep 18, 2007
On September 17, the European Court of First Instance rendered judgment in the long-awaited and controversial Microsoft case. Cleary Gottlieb represented RealNetworks, and was co-counsel to the European Committee on Interoperable Systems (ECIS) and the Software and Information Industry Association (SIIA). The firm also advised a variety of clients in the United States and European Union interested in the implications of the case. The case involved two broad issues:
The Court upheld the European Commission's finding of illegal tying of Windows Media Player to Windows, which the Commission had found excluded competition in streaming media players and contributed to the maintenance of Microsoft's desktop software platform monopoly.
The Court also upheld the European Commission's finding of illegal refusal to supply interoperability information that third-party server manufacturers needed to enable their workgroup servers to communicate fully with Microsoft Windows clients and server networks. This resulted in monopolization of server markets, and contributed further to monopoly maintenance of the desktop software platform monopoly.
European antitrust rules, like Section 2 of the U.S. Sherman Act, forbid companies from abusing their dominant position in an industry to the detriment of consumers and the structure of competition. The Microsoft ruling represents a landmark interpretation of that ban. The decision also supports the stance of EU regulator, which has been more inclined than the U.S. Department of Justice to find aggressive behavior by dominant companies as abusive. At the same time, the analysis in the judgment is close to the rule of reason analysis applied by the DC Court of Appeals in Microsoft II.
Europe Restructuring Deal of the Year
(Seat Pagine Gialle’s debt restructuring)
International Financial Law Review (2013)
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