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Weil, Gotshal & Manges LLP
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Telecommunications
Experience
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Frontier Communications Corporation
Senior Notes Offering
Represented J.P. Morgan Securities in the $750 million senior notes offering by Frontier Communications, a communications services provider for residential and business customers in the US, and Frontier's concurrent cash tender offer to purchase up to $900 million of its shorter maturity senior notes.
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Netia S.A.
Acquisition of Cable Network in Warsaw and Krakow
Advised Netia, Poland’s largest alternative provider of fixed-line telecommunications services, in connection with its acquisition of part of the network of former cable operator Aster Sp. z o.o., reaching 446,000 homes and businesses in Warsaw and Krakow, from cable operator UPC Polska Sp. z o.o., which was required to sell it based on the conditional antimonopoly clearance approving the acquisition of Aster.
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Torrec Pooling, L.P.
Acquisition of Cellular Towers in Chile
Advised Torrec Pooling (a joint venture between Berkshire Partners LLC, as majority owner, and an affiliate of Torrecom Partners LLC), a vehicle for a Latin American cellular tower business, in its acquisition of cellular towers in Chile from Spain-based Telefonica Moviles S.A. (a subsidiary of publicly listed Telefonica S.A.), which provides wireless communications and related services and products to consumer and business customers in Spain, Morocco, and Latin America.
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Centerview Partners, LLC
Acquisition by Sprint Nextel of Clearwire Corporation
Advised investment banking firm Centerview Partners, financial advisor to the special committee of publicly traded 4G wireless broadband provider Clearwire, which holds the deepest portfolio of wireless spectrum available for data services in the US, in the proposed $2.2 billion acquisition by wireless and wireline communications provider Sprint Nextel of the approximately 50% of Clearwire it does not already own.
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DIRECTV Holdings LLC
Revolving Credit Facility
Represented DIRECTV Holdings, global provider of digital television entertainment services, in its $1.0 billion 3.5 year revolving credit facility and $1.5 billion 5 year revolving credit facility.
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Berkshire Partners LLC
Acquisition of Majority Stake in Cell Tower Joint Venture in Peru
Counsel to Berkshire Partners in its acquisition of a majority interest in a joint venture with an affiliate of Torrecom Partners LLC, a developer, owner and operator of wireless infrastructure in Latin America, for the purpose of building, purchasing, operating or performing cell towers, rooftop antenna operation agreements and distributed antenna systems in Peru.
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Frontier Communications Corporation
Senior Notes Offering
Represented Credit Suisse Securities (USA) and J.P. Morgan Securities, as joint book-running managers, and the co-managers in a $600 million senior notes offering by Frontier Communications, provider of local, long-distance, and digital phone and Internet services in 24 US states, with proceeds to be used primarily to repurchase or retire debt.
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Frontier Communications Corporation
Senior Notes Offering
Represented Deutsche Bank Securities as joint book-running manager in the $500 million senior notes offering by integrated telecommunications provider Frontier Communications, with proceeds to be used to fund the purchase in a cash tender offer of Frontier’s shorter maturity senior notes and for the selective purchase of outstanding debt.
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DIRECTV
Investment Grade Bond Offering
Counsel to DIRECTV, provider of digital television entertainment primarily in the US and Latin America, in its $4 billion investment grade bond offering.
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Netia S.A.
Acquisition of Crowley Data System
Advised Netia, Poland’s largest alternative provider of fixed-line telecommunications services, in connection with its acquisition of Crowley Data System, provider of data transmission, voice, and Internet access services for institutional, business, and public administration customers in Poland, from Crowley Data, L.L.C. and Crowley Poland, L.L.C.
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Netia S.A.
Acquisition of Telefonia Dialog
Advised Netia, an alternative fixed-line telecommunication operator in Poland, in connection with its acquisition of Telefonia Dialog, a fixed-line retail telecom, internet and television services provider, from KGHM Polska Miedz S.A. This was, by far, the largest and the most important target of all the acquisitions Netia contemplated in its 20-year history.
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GMT Communications Partners Ltd.
Acquisition of MeetingZone Limited
Advised GMT Communications Partners, a European telecommunications, media and technologyfocused private equity firm in its acquisition of MeetingZone, one of the world’s largest independent conferencing and collaboration services providers, from its two founders and Nova Capital Management.
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Vonage Holdings Corp.
Refinancing Facilities
Represented Vonage, a publicly held commercial VoIP network and SIP company that provides telephone service via broadband connection, in its $120 million term and revolving refinancing facilities.
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Alfa, S.A.B. de C.V.
Acquisition of AT&T Corporation’s Stake in Alestra, S. de R.L. de C.V.
Represented ALFA, a Mexico-based industrial conglomerate, in its acquisition of US-based telecommunications company AT&T’s 49% stake in Alestra, a major telecommunications service provider in Mexico, making ALFA the sole shareholder of Alestra.
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DIRECTV Holdings LLC
Revolving Credit Facility
Represented DIRECTV Holdings, global provider of digital television entertainment services, in its $2 billion investment grade, syndicated revolving credit facility.
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PCCW Limited
Restructuring of Reach Ltd.
Represented PCCW Limited in the restructuring of Reach Ltd., its 50/50 international connectivity joint venture with Australian-based Telstra Corporation, resulting in the division of the majority of Reach’s global assets and operations among PCCW and Telstra.
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Vonage Holdings Corp.
Term Credit Facility
Represented Vonage, a publicly held commercial VoIP network and SIP company that provides telephone service via broadband connection, in its $200 million syndicated term credit facility.
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Lehman Commercial Paper, Inc.
Senior Secured Credit Facility for Hawaiian Telcom Communications
Represented Lehman Commercial Paper in a $300 million senior secured term facility to Hawaiian Telcom Communications replacing pre-existing loans and as exit financing.
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Citi
VimpelCom Acquisition of Weather Investments
Advised Citigroup Global Markets Limited, financial advisor to VimpelCom, a Russia-based telecommunications group, in VimpelCom's acquisition of Weather Investments, a telecommunications investment company controlled by Naguib Sawiris, which owns 51.7% of Orascom Telecom and 100% of Wind Telecomunicazioni.
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THL Partners;Providence Equity Partners LLC;CCMP Capital Advisors LLC;Caisse de dépôt et placement du Québec;GE Private Equity;Quadrangle Group;others
Senior Credit Facility Refinancing and PIK Investment for ONO and Cableuropa
Represented private equity sponsors THL Partners, Providence Equity Partners, CCMP Capital Advisors, Caisse de dépôt et placement du Québec, GE Private Equity and Quadrangle Group in, together with other shareholder vehicles, the €200 million PIK investment into Grupo Corporativo ONO and the €3.6 billion senior credit facility refinancing for ONO and its subsidiary, Cableuropa, Spain-based cable television and telecommunications providers.
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J.P. Morgan Securities LLC; Credit Suisse Securities (USA) Inc.
Senior Notes Offering
Counsel to the initial purchasers in the $3.2 billion offering by New Communications Holdings, a Verizon Communications subsidiary to be spun off and merged with and into Frontier Communications Corporation, of 7.875% Senior Notes due 2015 ($500 million), 8.25% Senior Notes due 2017 ($1.1 billion), 8.50% Senior Notes due 2020 ($1.1 billion) and 8.75% Senor Notes due 2022 ($500 million) to fund the special cash payment from New Communications Holdings to Verizon in connection with its spin off prior to the merger with Frontier.
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UniTek USA, LLC; HM Capital Partners LLC
Merger with Berliner Communications, Inc.
Represented UniTek USA, a portfolio company of HM Capital Partners and provider of engineering and related services to companies in the broadband cable, wireline telecommunications and satellite television industries, in its merger with Berliner Communications, provider of installation, construction and site acquisition services to the wireless industry.
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Leucadia National Corporation
IDT Telecom Inc. v. CVT Prepaid Solutions, Inc.
Defeated plaintiffs' motion for preliminary injunction in Lanham Act false advertising case brought against a Leucadia subsidiary challenging prepaid phone card advertising. On the merits, obtained summary judgment for Leucadia resulting in the dismissal of all claims against Leucadia's subsidiary. In a related case, we obtained the dismissal of a complaint asserting similar claims against Leucadia.
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Avaya, Inc.
Avaya's acquisition of Nortel's enterprise solutions business
Represented Avaya in its acquisition of Nortel’s enterprise solutions business for $900 million. Obtained unconditional antitrust clearance for the transaction.
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Comverse Technology, Inc.
In re Comverse Technology, Inc. Securities Litigation
Represented Comverse in securities fraud class action involving allegations of stock options backdating and earnings manipulation.
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Falconhead Capital, LLC
Combination of GPS Industries and ProLink Systems
Represented private equity firm Falconhead Capital in the combination of GPS golf course communications equipment providers GPS Industries, Inc. and ProLink Systems, Inc. and related financings.
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Harbinger Capital Partners
Minority Investment in Augere Holdings
Represented Harbinger Capital Partners in an equity investment in Augere Holdings (Netherlands) BV, provider of broadband Internet services to emerging markets.
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Credit Suisse Securities (USA) LLC; Citi; J.P. Morgan Securities LLC
Frontier Communications Senior Notes
Represented Credit Suisse Securities (USA), Citi, J.P. Morgan Securities and other underwriters in Frontier Communications Corporation's $600 million offering of 8.125% Senior Notes due 2018, with proceeds to fund Frontier's cash tender offer for $700 million of its outstanding 9.250% Senior Notes due 2011 and 6.250% Senior Notes due 2013.
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Credit Suisse Securities (USA) LLC; Citi; J.P. Morgan Securities LLC
Frontier Communications Tender Offer
Represented Credit Suisse Securities (USA), Citi and J.P. Morgan Securities, as dealer managers, in Frontier Communications Corporation's tender offer for up to $700 million of its outstanding 9.250% Senior Notes due 2011 and its outstanding 6.250% Senior Notes due 2013.
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DIRECTV Holdings LLC
Investment Grade Bond Offering and High Yield Note Tender Offer
Represented DIRECTV Holdings in a $2 billion offering of 4.75% and 5.875% senior notes maturing in 2014 and 2019 and its related tender offer for $910 million of its 8.375% notes due 2013.
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Credit Suisse
Debtor-in-Possession Term Loan
Represented Credit Suisse, as agent, in a DIP loan to ProtoStar Ltd. and ProtoStar II Ltd. related to a $200 million prepetition credit facility.
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Citi
Acquisition of Access Lines
Advising Citi, financial advisor to Frontier Communications Corporation, in Frontier's purchase of approximately 4.8 million access lines from Verizon Communications Inc. in an all stock transaction valued at approximately $8.6 billion, including the assumption of approximately $3.3 billion of debt. Verizon will establish a newly formed entity for the access lines to be spun off to Verizon's shareholders and simultaneously merged with and into Frontier.
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Former Executives of MediaOne
Lillis et al. v. AT&T Corp.
After five years of litigation in the Delaware Court of Chancery and two appeals to the Delaware Supreme Court, Weil Gotshal prevailed in collecting
a $16 million judgment against AT&T that was entered in favor of our clients, the former directors and executive officers of MediaOne Group. The numerous decisions in this hotly contested litigation have been the subject of many articles and much commentary by M&A practitioners. This is only the fifth time in approximately 25 years that the Delaware Supreme Court has issued a split 3-2 decision in a civil case.
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J.P. Morgan Securities LLC; Credit Suisse; Citi
High Yield Debt Offering
Represented J.P. Morgan Securities, Credit Suisse and Citi in connection with Frontier Communications Corporation's $600 million senior notes offering.
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Netia S.A.
Sale of Telecommunication Assets
Advised Netia S.A., a leading telecommunication company listed on the Warsaw Stock Exchange, in connection with its PLN 65.4 million sale of UMTS equipment to P4, the operator of the PLAY mobile network in Poland.
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Harbinger Capital Partners Funds
Senior Notes Offering by SkyTerra Communications, Inc.
Represented Harbinger Capital Partners Funds in the $500 million debt financing of SkyTerra Communications, in support of the possible combination of SkyTerra and Inmarsat plc.
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CenturyTel, Inc.
Acquisition of Embarq Corporation
Represented CenturyTel, Inc. as special tax counsel in the $11.6 billion acquisition of Embarq Corporation.
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TerrreStar Corporation
Sprint Nextel Corporation v. New ICO Satellite Services G.P. et al
Successfully represented TerreStar Networks Inc., a majority owned subsidiary of TerreStar Corp., in litigation arising from Sprint Nextel Corporation’s contention that TerreStar (and fellow defendant and industry competitor New ICO Satellite Services, G.P.) owed Sprint reimbursement for certain spectrum relocation costs Sprint had or will incur whilst relocating incumbent licensees from certain frequencies in the 2 GHz spectrum band. Sprint sought among other things, enforcement of certain Federal Communications Commission (FCC) orders and reimbursement of not less than $100 million from each defendant.
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Macquarie Communications Infrastructure Trust; Macquarie Communications Pylon (US) LLC/ DE LLC
Sale of Trans Pacific Pylon LLC/ DE LLC
Represented Macquarie Communications Infrastructure Trust and Macquarie Communications Pylon (US) LLC/ DE LLC in the $363 million sale of an indirect interest in Global Tower Partners, wireless tower operator, to Macquarie Infrastructure Partners II U.S., L.P./ DE LP, Macquarie Infrastructure Partners II International, L.P./ DE LP and MIP II Communication Holdings LLC/ DE LLC.
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Harbinger Capital Partners Funds
Possible Combination of SkyTerra Communications, Inc. and Inmarsat plc
Advised Harbinger Capital Partners Funds in connection with a possible combination of its 48% owned portfolio company, SkyTerra Communications, Inc., and Inmarsat plc, a UK-based provider of global mobile satellite communications services.
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Stone Tower Equity Partners
Equity Financing for TowerCo
Represented Stone Tower Equity Partners in connection with its 25% stake in a consortium for TowerCo to acquire cell towers from Sprint Nextel Corporation.
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NextWave Wireless Inc.
Spectrum License Sale
Advised NextWave Wireless in a series of four sales of certain of its Advanced Wireless Services spectrum licenses for an aggregate consideration of $150.1 million.
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Netia S.A.
Acquisition of Tele2 Polska Sp. z o.o.
Represented Netia S.A. in connection with its acquisition of a 100% interest in Tele2 Polska Sp. z o.o. from Tele2 Sverige AB.
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Netia S.A.
Financing for Netia S.A.
Represented Netia S.A. in connection with its investment credit facility of up to PLN 375 million provided by a consortium of banks and arranged by Rabobank Polska.
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DIRECTV Holdings LLC
Financing for DIRECTV Holdings LLC
Represented DIRECTV Holdings LLC in its $1 billion financing.
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Citi; Lehman Brothers
Creating a New Mobile Broadband Company
Represented Citi and Lehman Brothers, financial advisors to Sprint Nextel Corporation in its combination with Clearwire Corporation to create a new mobile broadband company.
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DIRECTV Holdings; DIRECTV Financing Co.
Senior Notes Offerings by DIRECTV Holdings and DIRECTV Financing Co.
Represented DIRECTV Holdings and DIRECTV Financing Co. in its offering of $1.35 billion 7.625% Senior Notes due 2016.
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UniTek
Acquisition of 180 Connect
Represented UniTek USA, LLC in acquiring the cable services and portions of satellite installation services businesses of 180 Connect, Inc. from DIRECTV immediately after DIRECTV purchased 180 Connect.
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Vivendi S.A.
Investment-Grade Notes Offering by Vivendi S.A.
Represented Vivendi S.A. in the offering and sale of $1.4 billion principal amount of investment-grade notes under Rule 144A/Regulation S within the scope of Vivendi S.A.’s planned acquisitions of Activision and Neuf Cegetel.
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The Gores Group, LLC
Acquisition of Gilat Satellite Networks, Ltd.
Represented The Gores Group in its proposed $475 million acquisition of Gilat Satellite Networks, Ltd.
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Netia S.A.; Netia S.A. UMTS S.K.A.
Sale of P4 Sp. z o.o.
Represented Netia S.A. and its subsidiary in connection with its sale of 23.4% of shares in P4 Sp. z o.o. to Tollerton Investments Limited and Novator Telecom Poland S.a.r.l
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Harbinger Capital Partners Master Fund I, Ltd.; Harbinger Capital Partners Special Situations Fund, L.P.
Investment in TerreStar Corporation
Advised Harbinger Capital in connection with their contribution of an FCC 1.4GHz spectrum license to TerreStar Corporation in exchange for preferred stock that is convertible into approximately 19.9% of TerreStar's common stock.
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Goldman Sachs Capital Partners
Acquisition of Alltel Corporation
Antitrust counsel for Goldman Sachs Capital Partners regarding the $27.5 billion acquisition of wireless phone company Alltel by GS Capital Partners and TPG Capital. Obtained clearance from the DOJ without a Request for Additional Information.
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Apax Capital Partners
Acquisition Financing for Mobsat Group Holding SàRL, Mobsat Holding 2 B.V. and Mobsat Holding 1 B.V.
Represented Apax Capital Partners in the $467 million acquisition financing for Mobsat Group Holding SàRL, Mobsat Holding 2 B.V. and Mobsat Holding 1 B.V.
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CS SCF Management Limited, Credit Suisse First Boston (now known as Credit Suisse), Credit Suisse First Boston (USA), CS Capital Partners, Ltd., and CS Structured Credit Fund, Ltd.
Deventer et. al., v. CS SCF Management Limited, et. al.
We represented several clients in defending against multiple claims, including claims for breach of contract, breach of fiduciary duty, defamation, and conversion of and unjust enrichment with respect to certain computer programs. Our clients also have asserted multiple counterclaims. Won motion for summary judgment dismissing the claims for conversion of two computer programs and for unjust enrichment resulting from the alleged conversion
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Providence Equity Partners LLC
Acquisition Financing for Asurion Corporation
Represented Madison Dearborn, Providence Equity Partners and Welsh, Carson, Anderson & Stowe, in the $2.435 billion acquisition financing for Asurion Corporation.
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Macquarie Infrastructure Partners; Macquarie Communications Infrastructure Group
Acquisition of Global Tower Partners
Advised an investor group led by Macquarie Infrastructure Partners and Macquarie Communications Infrastructure Group in the $1.425 billion acquisition of Global Tower Partners, the leading US wireless tower operator.
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Providence Equity Partners LLC; Ontario Teachers' Pension Plan Board; Madison Dearborn Partners, LLC
Proposed Acquisition of BCE Inc.
Represented Providence Equity Partners, Ontario Teachers' Pension Plan Board and Madison Dearborn Partners in the proposed $48.5 billion going private acquisition of BCE (Bell Canada Enterprises).
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Lehman Commercial Paper Inc.;JPMorgan Chase Bank, N.A.
Financing for Hawaiian Telcom Communications, Inc.
Represented Lehman Commercial Paper Inc. and JPMorgan Chase Bank, N.A. in the $1 billion financing for Hawaiian Telcom Communications, Inc.
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Reuters Limited
Gilstrap et al v. Radianz Limited et al
Obtained the dismissal of a putative class action in the Southern District of New York on forum non conveniens grounds on behalf of Reuters Limited, British Telecommunications plc and Radianz Limited.
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Texas Pacific Group
Sale of freenet
Represented TPG Capital and TPG-Axon Capital in the sale of their stakes in freenet AG to private investment firm VATAS.
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Goldman Sachs Capital Partners
Acquisition of Alltel
Advised GS Capital Partners in connection with the $27.5 billion public-to-private acquisition of wireless phone company Alltel by GS Capital Partners and TPG Capital.
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Providence Equity Partners LLC
Acquisition of Asurion Corporation
Advised Providence Equity Partners in connection with the leveraged buyout of Asurion, a provider of subscriber services for wireless companies, by the consortium of Madison Dearborn Partners, Providence Equity Partners and Welsh Carson Anderson & Stowe.
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NextWave Wireless Inc.
Acquisition of IPWireless Inc.
Represented NextWave Wireless Inc. in the acquisition of IPWireless Inc.
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NextWave Wireless Inc.
Convertible Preferred Stock Offering
Represented issuer NextWave Wireless in the offering of $355 million of Series A Senior Convertible Preferred Stock.
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Citi; Credit Suisse Securities (USA) LLC; J.P. Morgan Securities LLC, as representatives of the several initial purchasers
Senior Notes Offering by Citizens Communications Company
Represented Citi, Credit Suisse Securities (USA) LLC, and J.P. Morgan Securities, as representatives of the several initial purchasers, in the $750 million senior notes offering by Citizens Communications Company.
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Lehman Commercial Paper Inc.
Refinancing by American Cellular Corporation
Represented Lehman Commercial Paper Inc., as lead arranger and administrative agent, in the $1 billion refinancing by American Cellular Corporation.
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GE Commercial Finance
Acquisition of Asia Satellite Telecommunications Holdings Ltd.
Represented GE Commercial Finance in the acquisition of Asia Satellite Telecommunications Holdings Ltd. by Modernday Ltd., a company jointly owned by GE Commercial Finance and CITIC Group.
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General Electric Company
Share Exchange of SES Global for SES International Holdings Inc.
Represented General Electric Company in its EUR 1.238 billion exchange of its stake in SES Global for a stake in SES International Holdings (SIH).
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Kuwait Projects Company Holdings KSC
Sale of National Mobile Telecommunications Company KSC
Represented Kuwait Projects Company Holding KSC in its £1.9 billion sale of a controlling interest in National Mobile Telecommunications Company KSC to Qatar Telecom QSC.
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SunCom Wireless Holdings, Inc.
SunCom Wireless, Inc. Subdebt-for-Equity Restructuring
Represented SunCom Wireless Holdings, Inc. in the restructuring of $679 million of its subdebt via an exchange of new equity for outstanding subdebt.
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NextWave Wireless Inc.
Acquisition of Go Networks Inc.
Represented NextWave Wireless Inc. in the acquisition of Go Networks Inc.
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PSP Investments
Acquisition of BCE Inc.'s Telesat Canada
Advised the Public Sector Pension Investment Board (PSP Investments) of Canada in the C$3.4 billion acquisition with Loral Space & Communications of BCE Inc.'s Telesat Canada and the related merger of Telesat Canada with Loral Skynet.
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Verizon Communications, Inc.
Sale of SkyTel Corp. by Verizon Communications Inc.
Represented Verizon Communications Inc. in the sale of SkyTel Corp. to Bell Industries, Inc.
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Diamond Castle Holdings, LLC
Acquisition of PRC, LLC
Advised Diamond Castle Holdings, LLC in connection with its acquisition of PRC, LLC, a leader in custom relationship mangement services, from IAC/InterActive Corp.
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Citi
Financing for VTR Globalcom S.A. and International Communications LLC
Represented Citi, as a member of a consortium of lenders, in the $475 million financing to VTR Globalcom S.A. and International Communications LLC.
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Citi
Acquisition of Commonwealth Telephone Enterprises Inc.
Represented Citi as financial advisor to Citizens Communications Company in its $1.16 billion acquisition of Commonwealth Telephone Enterprises Inc.
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NextWave Wireless LLC
Acquisition Financing for NextWave Wireless LLC
Represented NextWave Wireless LLC in a $350 million acquisition financing for the purchase of FCC licenses.
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ClientLogic S.A
Defense of Wage & Hour Class Action against ClientLogic
Defense of ClientLogic S.A., a major third party supplier of telephone support and telemarketing services in putative nationwide class action under federal and state wage and hour laws relating to alleged unpaid working time and overtime.
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Motient Corporation
Highland Select Equity Fund LP v. Motient Corp
Obtained a complete defense victory on behalf of Motient Corporation in a suit by hedge fund investor to compel inspection of company books and records in aid of proxy fight.
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WorldCom Inc.
Reynolds v. WorldCom, Inc.
Secured a voluntary dismissal of an appeal in a case alleging breach of fiduciary duty claims against past director and officers of WorldCom, Inc.
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Citi
Financing for DPI Holdings, LLC
Represented Citi in the $100 million term loan financing for DPI Holdings, LLC.
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Lehman Brothers; The Bear Stearns Companies Inc.; Morgan Stanley & Co. Inc.
Senior Floating Rate Notes and Senior Convertible Debentures Offerings by Dobson Communications Corporation
Represented Lehman Brothers as initial purchaser of the $150 Million Offering of Senior Floating Rate Notes and $150 Million Offering of Senior Convertible Debentures by Dobson Communications Corporation.
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Lehman Brothers, Jefferies & Company, Inc.
Initial Public Offering of Eschelon Telecom, Inc.
Represented Lehman Brothers and Jefferies & Company, Inc. in the $75 million initial public offering of Eschelon Telecom, Inc., a telecommunications provider.
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Providence Equity Partners LLC; THL Partners; Quadrangle; CCMP Capital Advisors LLC
Acquisition of a Controlling Interest in Ono S.A. in Connection with the Merger between Auna S.A. and Ono S.A.
Advised Providence Equity Partners, THL Partners, Quadrangle and CCMP Capital Advisors in the acquisition of a controlling interest in the €5.3 billion merger between Auna S.A. and Ono S.A.
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Grupo Santander Endesa Union Fenosa
Sale of Auna Operadora de Telecommunicaciones S.A. (Auna)
Represented Grupo Santander Endesa Union Fenosa in its €10.6 billion sale of Auna Operadora de Telecommunicaciones S.A. (Auna) to Orange S.A. (a subsidiary of France Telecom).
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TPG Capital
Merger of mobilcom with freenet.de
Represented TPG Capital as shareholder in the $5.52 billion merger of mobilcom AG with freenet.de AG.
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Credit Suisse First Boston LLC
Refinancing for Knology, Inc.
Represented Credit Suisse First Boston LLC in a $308 million refinancing for Knology, Inc.
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TPG Capital; TPG-Axon Capital
Acquisition of mobilcom
Represented TPG Capital and TPG-Axon Capital in the $340.7 million acquisition of mobilcom AG from France Télécom SA.
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DIRECTV Holdings LLC
Revolving Credit and Term Loan for DIRECTV Holdings LLC
Represented DIRECTV Holdings LLC in its $2.5 billion revolving credit and term loan financing.
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Ceský Telecom, a.s.
Sale of 51% Stake in Ceský Telecom
Represented Ceský Telecom, the largest Czech telecommunication services provider, in connection with the $7.92 billion sale of a 51% stake in Ceský Telecom to Telefónica.
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Global Crossing Ltd.
Sale of Trader Voice
Represented Global Crossing Ltd. in the sale of its Trader Voice business to WestCom Corporation.
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Macquarie Bank Limited and Affiliates
Bid to Acquire 6,500 Sprint Corporation Cellular Towers
Represented Macquarie Bank Limited and affiliates in the $1 billion bid to acquire 6,500 Sprint Corporation cellular towers.
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MCI, Inc.
Sale of MCI, Inc. (formerly WorldCom, Inc.)
Represented MCI, Inc. (formerly WorldCom, Inc.) in its $10.632 billion sale to Verizon Communications, Inc.
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The DIRECTV Group, Inc.
Common Stock Offering by The DIRECTV Group, Inc.
Represented The DIRECTV Group, a satellite TV company, in its $817 million common stock offering.
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Global Crossing (UK) Telecommunications Limited (owned by Global Crossing Limited)
Senior Secured Notes Offering
Represented Global Crossing (UK) Telecommunications Limited in its $200 million offering of senior secured notes and £105 million offering of senior secured notes in connection with its restructuring.
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IWO Escrow Company
Senior Secured Floating Rate Notes and Senior Discount Notes Offering by IWO Escrow Company
Represented IWO Escrow Company in the $290 million offering of senior secured floating rate notes and senior discount notes in connection with the reorganization of IWO Holdings, Inc.
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IWO Holdings, Inc.
Sale of IWO Holdings, Inc.
Represented IWO Holdings, Inc. in its sale to the company's senior noteholders.
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Advent International Corp.
Sale of Oskar Holdings N.V.
Represented Advent International Corp., as part of a consortium, in the
$500 million sale of Oskar Holdings N.V. to Telesystem International Wireless Inc.
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NextWave Telecom, Inc.
Sale of PCS Spectrum Licenses
Represented Nextwave Telecom Inc. in the $3 billion sale of its PCS spectrum licenses to Verizon Wireless Inc.
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The DIRECTV Group, Inc.
Acquisition of an Interest in Sky Latin America
Represented The DIRECTV Group Inc. in its $579 million acquisition of an interest in Sky Latin America.
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Avaya Inc.
Acquisition of Tenovis GmbH & Co. KG
Represented Avaya Inc. in the $635 million acquisition of Tenovis GmbH & Co. KG from affiliates of Kohlberg Kravis Roberts & Co.
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Broadcom Corporation
Agere Systems, Inc. v. Broadcom Corporation
Filed a declaratory judgment action seeking noninfringement and invalidity of nine patents and asserting infringement of four Broadcom patents. After extensive briefing and tutorials in multiple areas of technology, Weil Gotshal succeeded in securing a favorable claim construction ruling, which was the basis for multiple requests for summary judgment.
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Intelsat Ltd. Management
Management Buyout
Represented management in the $5.0 billion management buy-out of Intelsat, Ltd., backed by Apax Partners, Apollo, Madison Dearborn Partners and Permira.
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Choice One Communications Inc.
Sale of Choice One Communications Inc.
Represented Choice One Communications Inc. in its $654 million sale to senior and subordinated creditors.
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The DIRECTV Group, Inc.
Acquisition of the Direct Broadcast Satellite Business of Pegasus Satellite Television, Inc.
Represented DIRECTV Group Inc. in its $938 million acquisition of the direct broadcast satellite business of Pegasus Satellite Television, Inc.
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MCI Inc. (f/n/a WorldCom Inc.)
In re WorldCom, Inc.
Successfully argued against disqualification of auditor, KPMG, on behalf of WorldCom, Inc. in its Chapter 11 bankruptcy case.
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Inet Technologies, Inc.
Sale of Inet Technologies, Inc.
Represented Inet Technologies, Inc. in its $498 million sale to Tektronix, Inc.
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Zhone Technologies Inc. (f/k/a Tellium Inc.)|Astarte Fiber Networks, Inc.
In the Matter of the Arbitration Between Corning Inc. v. AFN LLC et al.
Successfully represented Zhone Technologies, Inc. and Astarte Fiber Networks, Inc. against allegations by Corning, Inc. of fraudulent inducement, breach of warranty, and unjust enrichment concerning a patent portfolio it had acquired from the two companies. Weil Gotshal won dismissal of all claims and an award of arbitration fees.
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Advent International; GE Commercial Finance; CCMP Capital Advisors LLC; APAX; Bancroft Eastern Europe Fund; Baring Communications Equity; Emporiki Venture Capital; Limpart Holdings
Sale of MobiFon S.A.
Represented a consortium including Advent International, GE Commercial Finance, CCMP Capital Advisors LLC, APAX, Bancroft Eastern Europe Fund, Baring Communications Equity, Emporiki Venture Capital, and Limpart Holdings in the $327 million sale of MobiFon S.A. to Telesystem International Wireless.
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WorldCom Inc.
In re WorldCom, Inc. (Embratel Sale Hearing)
Weil Gotshal successfully represented WorldCom Inc. (formerly MCI), in restructuring 200 companies outside of the US without insolvency proceedings, along side the WorldCom chapter 11 reorganization. In one instance, regarding the sale of Embratel, the Brazilian long distance concessionaire, to Telmex, the Mexican telephone company, Weil Gotshal successfully obtained court approval for the sale following a contested hearing.
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The DIRECTV Group, Inc.
Sale of PanAmSat Corp.
Represented DIRECTV Group, Inc. in its $4.3 billion sale of PanAmSat Corp. to Kohlberg Kravis Roberts & Co.
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MCI, Inc.
Sale of Embratel Participações S.A by MCI, Inc. (WorldCom, Inc.)
Represented MCI, Inc. (WorldCom, Inc.) in the $400 million sale of its investment in Embratel Participações S.A to Telefonos de Mexico (TELMEX).
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Telewest Communications plc
Eximius Capital Funding, Ltd. v. Telewest Communications plc
Successfully obtained dismissal of an action seeking acceleration of principal and interest payments due under public bond indentures on behalf of Telewest Communications plc.
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Avaya Inc.
Common Stock Offering
Represented Avaya Inc. in its $351.9 million common stock offering.
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NextWave Telecom, Inc.
Sale of 34 Spectrum Licenses by Nextwave Telecom Inc.
Represented Nextwave Telecom Inc. in its $1.4 billion sale of 34 spectrum licenses to Cingular Wireless LLC.
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Verizon Communications Inc.
1300 Federal L.L.C. v. Verizon Communications Inc.
Obtained a favorable settlement for Verizon Communications Inc. in commercial dispute involving $40 million lease guaranty.
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WorldCom
Sale of WorldCom's Wireless Broadband Business
Represented WorldCom in the sale of its wireless broadband business to Nextel Spectrum Acquisition Corp.
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Global Crossing Ltd.
Sale of a 61.5% Interest in Global Crossing Ltd.
Represented Global Crossing Ltd. in its $250 million sale of a 61.5% interest to Singapore Technologies Telemedia Pte Ltd.
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SBC Communications Inc.
Joint Venture to Form Telecom Americas
Represented SBC Communications Inc. in a joint venture with Telmex and Bell Canada International to form Telecom Americas.
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U.S. Electronics Inc.
U.S. Electronics v. BellSouth
Represented U.S. Electronics, Inc., a distributor of BellSouth telephony in the United States and abroad, in a dispute with BellSouth Corporation in a half billion dollar breach of contract and antitrust dispute. BellSouth moved to dismiss the case on the grounds of Georgia's non-competition law, citing several seemingly controlling decisions. U.S. Electronic's response to the motion, which was successful and broke new ground under Georgia law, ultimately resulted in a highly favorable settlement of the case.
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SBC Communications Inc.
Acquisition of a 50% Interest in Cellular Communications of Puerto Rico Inc.
Represented SBC Communications Inc. in its acquisition of a 50% interest in Cellular Communications of Puerto Rico Inc. from America Movil under its Cingular Wireless brand.
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Goldman Sachs & Co.
Sale of PSINet Transactions Solutions
Represented Goldman Sachs & Co., as financial advisor to PSINet, in the $300 million sale of its Transactions Solutions unit to GTCR Golder Rauner.
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MediaOne International
Sale of Titus Communications
Represented MediaOne International in its sale of Titus Communications to Microsoft Corp.
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Hughes Electronics Corp.
Sale of Space and Communications Unit
Represented Hughes Electronics Corp. in the $3.75 billion sale of its Space and Communications unit to The Boeing Company.
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PageMart Inc.
Lozano, et al. v. PageMart, Inc.
Weil Gotshal successfully defended PageMart, Inc. in a class and Cal. Section 17200 representative action against Lozano. Court dismissed case on our motion, concluding that the action was not properly brought as a representative action.
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MediaOne Ltd.
Merger between MediaOne Ltd. and AT&T Inc.
Represented MediaOne Ltd. in its $63 billion merger with AT&T Inc.
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US WEST Media Group
Acquisition of Continental Cablevision, Inc.
Represented US WEST Media Group in its $10.2 billion acquisition of Continental Cablevision, Inc.
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Paging Companies for a Fair Assessment
Paging Companies for a Fair Assessment v. Sharp, Comptroller of Public Accounts for the State of Tex.
Represented Paging Companies for a Fair Assessment in a constitutional attack brought on behalf of a consortium of paging service providers, against a $750 million statutory assessment in Texas. Court’s judgment set aside the assessment as a violation of equal protection guarantee .
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MediaOne International
Sale of MediaOne International's Stake in Telewest Communications Plc
Sale of MediaOne International's stake in Telewest Communications Plc to Mircosoft Corp.
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InfoNXX Inc.
Metro One Telecommunications, Inc. v. InfoNXX, Inc.
Lead patent counsel, representing InfoNXX, Inc., in offensive and defensive patent infringement actions involving wireless telephony technology. After the initial infringement suit was filed against InfoNXX, Weil Gotshal developed an offensive strategy that resulted in a favorable settlement of both cases.
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MCI Inc. (f/n/a WorldCom Inc.)
MCI ERISA Settlement
Negotiated a highly favorable settlement on behalf of MCI/WorldCom of an ERISA class action brought against the company and others seeking recovery of hundreds of millions of dollars in 401K plan participant losses arising from plan investments in company stock.
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