The core of Gibson Dunn’s transactional media, entertainment and technology practice is comprised of mergers and acquisitions; equity investments in media, entertainment and technology businesses; financing; product placement and promotional agreements; and licensing, distribution and production agreements.

Mergers and Acquisitions

We have assisted clients in the acquisition and disposition of entire businesses, of equity interests in publicly and privately held media, entertainment and technology clients, asset acquisitions and dispositions, and in merger transactions.  Because of our familiarity with the industry, we are able to bring to this setting the requisite level of expertise in assessing intellectual property rights, potential antitrust and other regulatory issues and similar industry specific knowledge.

Representative matters:

• Representation of AOL Inc. in its acquisition of Buysight, Inc., a business-to-business targeted advertising company, and in its acquisition of StyleMePretty, a blog and internet retail site for weddings.
• Representation of the Special Committee of the Board of Directors of TNS, Inc., a provider of secure data and voice transmission services, in its $862 million sale to Siris Capital Group, a private equity firm.
• Representation of LA Boxing in its sale to UFC Gym. 
• Representation of Ameristar Casinos, Inc., in its $2.8 billion sale to Pinnacle Entertainment, an owner and operator of casinos and a racetrack, and in its $457.6 million acquisition of Ameristar common stock shares held by the estate of Craig H. Neilsen. 
• Representation of Retalix, a provider of retail software and services, in its $650 million sale to NCR Corporation.
• Representation of UBS as financial advisor to Verizon Communications in its $612 million acquisition of Hughes Telematics, a provider of fleet management and other connected vehicle systems; and to Dell, Inc. in its $960 million acquisition of Compellent Technologies. 
• Representation of Morgan Stanley as financial advisor to Ariba, a provider of cloud computing services, in its $4.3 billion sale to SAP, a provider of enterprise application software; to Eloqua, a provider of cloud-based marketing automation and revenue performance management software, in its $871 million sale to Oracle; and to RightNow Technologies, a provider of cloud-based customer service software, in its $1.5 billion acquisition by Oracle.
• Representation of Idealab, in its $640 million sale of Internet Brands, an internet media company, to an affiliate of Hellman & Friedman Capital Partners VI. 
• Representation of John Wiley & Sons Inc. in its $220 million acquisition of Deltak.edu, a provider of online degree program services; and in its $85 million acquisition of Inscape Publishing, a developer of corporate training and assessment solutions, from Sentinal Capital Partners, a private equity firm.
• Representation of THQ, a developer and publisher of interactive entertainment software, in is sale, via bankruptcy, of substantially all of its assets for $72 million to various gaming software companies.
• Representation of Actian Corporation in its $161.9 million acquisition of Pervasive Software, a provider of software to manage, integrate and analyze data, in the cloud or on-premises, and in its $37 million acquisition of Versant, a developer of database management systems software.
• Representation of DTS, Inc. in its $148 million acquisition of SRS Labs, a developer of audio processing and enhancement technologies.
• Representation of the Special Committee of the Board of Directors of Sinclair Broadcasting in its $40 million acquisition of the assets of Bay Television, which owns WTTA-TV in Tampa/St. Petersburg, Florida.
• Representation of Madison Square Garden Inc. in its $23.5 million acquisition of the Forum, an entertainment venue in Inglewood, California, from the City of Inglewood and the Faithful Central Bible Church.
• Representation of Mindshapes Ltd., a provider of interactive educational games aimed at young children, in connection with a B-round investment by Index Ventures.
• Representation of Ancestry.com in its $100 million acquisition of Archives.com, a family history website from Inflection, an e-commerce start-up; and in its acquisition of 1000memories, an online service which helps consumers digitize and share their photographs.
• Representation of Argos Soditic in the sale of its portfolio company, Buffet Crampon, a manufacturer of musical instruments, to Foundations Capital, a private equity firm.
• Representation of Bally Technologies in the acquisition of Chiligaming, a developer of cloud-based online gaming, and in its acquisition of MacroView Labs, a provider of mobile casino gaming platforms.
• Representation of Catterton Partners in its acquisition of SteelSeries, a Danish video game accessories company.
• Representation of Grandway Global Holdings Ltd. and Atlas Equifin Private Limited in sale of approximately 32% of the shares of Multi Screen Media, an operator of television networks in India, to Sony Pictures Television.
• Representation of MetroPCS Communications, Inc. in its merger with T-Mobile USA.  Representation of Metalogix H&S Holdings Ltd. in its acquisition of the SharePoint software business from Syntergy.
• Representation of Publicis Groupe SA in its acquisition of DPZ, a Brazilian advertising agency.
• Representation of Primedia, Inc.’s Independent Board of Directors in its $525 million sale to affiliates of TPG Capital.
• Representing Macquarie Capital as advisor and debt and equity investor in radio station operator Cumulus Media in connection with its $2.5 billion acquisition of Citadel Broadcasting Corp.
• Represented SK Telecom in its attempt to acquire the assets of Blockbuster from bankruptcy, which included negotiating new distribution deals with most major studios. 
• Completed Nordstrom’s acquisition of Hautelook, an online flash-sale business. 
• Representing Universal Studios in connection with its acquisition of the animation business of MacGuff Ligne, located in France.”
• Represented Shamrock Capital Advisors, Inc. in its acquisition of Screenvision Cinema Network LLC.
• Representation of Vivendi S.A. in the $18.9 billion combination of its games division with Activision, a pure play online and console game publisher, to create Activision Blizzard; in its acquisition of Digitick, a developer of ticketing internet software for event organizers; and in its agreement to sell its 20 percent interest in NBC Universal for $5.8 billion, to General Electric.  The sale occurred on the closing of General Electric’s agreement with Comcast Corporation to form a new joint venture, which Comcast controls that own NBC Universal and several Comcast cable channels.
• Representation of Riot Games in the sale of its majority stake to Tencent Holdings, an integrated internet service provider.
• Representation of Legends Hospitality Management in its acquisition of CSL International and CSL Marketing, a provider of arena and stadium facility management.
• Representation of CommScope, a provider of communications infrastructure products and services, in its $3.9 billion sale to The Carlyle Group.
• Representation of Barclays as financial adviser to EMC Corporation in its $2.1 billion hostile bid for Data Domain.
• Representation of Hewlett-Packard in its acquisitions of Palm, a provider of smartphones; ArcSight, a provider of cybersecurity and compliance solutions; assets of Phoenix Technologies including the HyperSpace®, Hypercore® and Phoenix Flip™ products; and Motionbox, a provider of video-sharing technology (by HP unit Snapfish); in its sale of ExcellerateHRO to Affiliated Computer Services (ACS); and in its acquisition of Autonomy Corporation plc.
• Representation of Intel in its sale of a minority equity interest in Numonyx, a provider of memory technologies and products, to Micron Technology; in its acquisition of Texas Instruments’ cable modem product line; in its investments in 4G mobile internet service offered by Clearwire Communications with co-investors Sprint Nextel, Comcast, Time Warner Cable and Bright House Networks; as a shareholder in Clearwire, a provider of 4G wireless services, in the sale of the remaining 49% stake of Clearwire to Sprint; in its $4.1 billion investment in the research and development programs of ASML, a supplier of photolithography systems; in its $1.25 billion joint venture restructuring involving the sale of IM Flash Singapore interests and IM Flash Technologies manufacturing facility to Micron Technology and creation of a joint development program for emerging memory technology; in its $120 million acquisition of patent applications and next-generation video codec software from RealNetworks, a digital media software developer; and in its acquisition of Silicon Hive, a provider of still imaging and multimedia video processor technology.  
• Representation of Emulex in its successful defense of an unsolicited $912 million offer by Broadcom, a developer of semiconductors for wired and wireless communications.
• Representation of Amazon.com in its $847 million acquisition of Zappos.com, an online retailer of footwear and apparel; and in its $775 million acquisition of Kiva Systems, a provider of material handling technology.
• Representation of Ticketmaster as antitrust counsel in proposed $637 million merger of equals with Live Nation to form Live Nation Entertainment.
• Representation of Playdom, a developer of online social gaming software, in a $563 million sale to The Walt Disney Company.
• Representation of Universal Pictures in its $150 million sale of Rogue Pictures to Relativity Media, a film finance and production company.
• Representation of One Equity Partners in its $123 million acquisition of a 49 percent stake in TV Guide Network and TVGuide.com from Lionsgate Entertainment.
• Representation of the Zayo Group in its $90 million acquisition of FiberNet Telcom Group, a provider of comprehensive broadband interconnectivity for the exchange of traffic; in its $18 million acquisition of Arialink, a Michigan-based fiber service provider; and in its $2.2 billion acquisition of AboveNet, a provider of high bandwidth connectivity solutions for businesses and carriers.
• Representation of Neustar in its $650 million acquisition of Targus Information, a provider of real-time, on-demand information services. 
• Advise a Special Committee of the board of directors of iBasis in connection with an unsolicited $48 million offer from Koninklijke KPN N.V.
• Representation of the Spice Group in the acquisition of a 20 percent $42 million controlling stake in Singapore-based VoIP provider MediaRing.
• Representation of Pinnacle Entertainment in the $40 million sale of its Argentina operations to a consortium of Argentine companies.
• Representation of Adknowledge, Inc. in its acquisitions of Hydra Group, a cost per action performance marketing network; the media operations of MIVA, an auction based pay-per-click advertising network; KITN Media, owner of Super Rewards; Cubics, an online advertising network focusing on the Facebook developer community; the UK and Australian divisions of Media Run; and in the restructuring of an investment by Technology Crossover Ventures.
• Representation of Specific Media, Inc. in its acquisition of Broadband Enterprises (BBE), a video advertising company that helps brands track and produce video across all digital platforms; and in its acquisition of MySpace, an online social network, from News Corporation. 
• Representation of Technicolor SA in its acquisition of Access Digital Media, the digital content distribution business of Cinedigm Digital Cinema Corporation; and in its investment in Digitalsmiths, a data storage and content delivery company.
• Representation of ValueClick in numerous transactions including it sale of Web Clients, a provider of online lead-generating marketing services, and its sale of Mediaplex Systems to Media Bank, a provider of integrated technology solutions to manage the media buying process; and in its acquisition of Dotomi, a provider of display media for retailers.
• Representation of Alliance Entertainment LLC, in its acquisition of EDGE Entertainment Distribution, a wholesale distributor of pre-recorded music and video titles, related accessories and other products.
• Representation of Lazard Freres as financial advisor to Playboy Enterprises in its sale to Icon Acquisition Holdings in a going private transaction.
• Representation of Quippo in a joint venture with Mumbai International Airport Private Limited to provide infrastructure services to all wireless operators.
• Representation of Cadence Design Systems in its acquisition of Denali Software, a provider of electronic design automation (EDA) tools and intellectual property (IP) software, and in its acquisition of Tensilica, Inc., an IP core company.
• Representation of SCM Microsystems in its acquisition of Bluehill ID AG.
• Representation of Siemens Enterprise Communications GMBH in the formation of a strategic sales and service partnership with Netlink.
• Representation of Xilinx in its sale of Cloudshield Technologies, a provider of cybersecurity and management solutions, to Science Applications International Corporation (SAIC) and in its investment in AutoESL Design Technologies.
• Counsel to the Board of Directors of William Morris Agency in connection with its merger with Endeavor.
• Representation of Universal Pictures in its acquisition of a minority interest in Cattleya S.p.A., an Italian film production company.
• Representation of Jeffrey S. Moorad in acquisition of the San Diego Padres.
• Representation of Sagem Communications in acquisition of the Broadband and WiMax business of Gigaset Communications GMbH.
• Representation of Goldman Sachs and Lehman Brothers as co-financial advisors to Yahoo! in defending an unsolicited $44.6 billion bid by Microsoft.
• Representation of Goldman Sachs as financial advisor to Tekelec, a mobile broadband solutions company, in its $780 million acquisition by a private equity consortium led by Siris Capital Group; and to GeoEye, a provider of satellite imagery and geospatial information, in its $900 million acquisition of DigitalGlobe, a provider of satellite imagery.
• Representation of the Indian Film Company in the sale of a majority interest to Roptonal, a 50/50 joint venture between Viacom and Network 18; and defense in response to an unsolicited offer by Network 18 Holdings.
• Representation of companies in the formation and financing of innovative joint ventures in the technology, distribution and entertainment industries.
• Representation of the Special Committee of the Board of Hollywood Entertainment Corporation in its merger with Movie Gallery, Inc., including representation in response to a hostile bid by Blockbuster.
• Representation of IAC/InterActive Corp. in multiple acquisitions, including various Internet retailers, travel websites, and online information management businesses.
• Representation of Landmark Acquisition Corp. in connection with the acquisition of a chain of movie theatres.
• Representation of joint venture of six major motion picture studios and distributors, Motion Picture Laboratories, Inc. (MovieLabs), a non-profit company that will evaluate and develop motion picture antipiracy technologies.
• Representation of Cambium Learning in its acquisition of two educational publishing businesses.
• Representation of Quadrangle Group in its acquisition of a producer/marketer of specialty videos.
• Representation of Dentsu Inc. in its acquisition of Pioneer Entertainment (USA), an audio/video software business.
• Representation of Destination Group LLC in its acquisition of the Miller Publishing Sports Group.
• Representation of MGM Studios in its acquisition of the Polygram film library.
• Representation of various investors and sellers, including private equity funds, hedge funds and others in the acquisition or disposition of non-controlling equity interests in various media, entertainment and technology businesses, including motion picture studios, movie theatre chains, Internet-based publishers and entertainment companies, a radio system network, a sports-based multimedia network, and print publishers.
• Representation of Canwest in the sale of the Fireworks film and television library.
• Representation of the buyer of the Rysher film and television library.
• Representation of the Times Mirror Corporation in the sale of its cable television business to Cox Communications, Inc.
• Representation of Broadcast.com in its sale to Yahoo.
• Representation of Universal Music Group in acquisitions of equity interests in various companies.
• Representation of Universal Studios, Inc. in its purchase and sale of Wet’n Wild Water Parks.
• Representation of Mark Cuban in his acquisition of the Dallas Mavericks, and in his acquisition of the American Airlines Center in Dallas.  Also represented Mr. Cuban in connection with the NBA owner-approval process and other issues involved in NBA processes and procedures.
• Representation of Churchill Downs Incorporated in its sale of the Hollywood Park Racetrack to Bay Meadows Land Company.  We also represented Churchill Downs in its earlier acquisition of Hollywood Park’s Race Track and Casino.
• Representation of the Los Angeles Marathon regarding the proposed purchase by Philip Anschutz of a substantial ownership interest in the company which owns and operates the Los Angeles Marathon and other sporting ventures.
• Representation of Belfonti Associates in connection with its purchase of a National Hockey League team and stadium.

Financings

Financing transactions in the media, entertainment and technology industry have grown increasingly complex and varied.  We enjoy one of the leading practices in this area and have represented clients in both equity and debt offerings in public and private markets, as well as in bank financings and tax-advantaged financings.  Our representation of clients in the film finance area has included single picture financings, multi-picture production agreements, and slate financings, among others.

Representative matters:

• Representing lenders and borrowers in complex film financing transactions.  For example, we recently represented Paramount Pictures in a multi-year,  multi-picture investment transaction with Skydance Pictures and Paramount Pictures in a multi-picture financing transaction with Hemisphere Entertainment to finance the production of Tintin and World War Z.
• Represented Twentieth Century Fox Film Corp. in connection with an international film slate financing transaction involving the Singapore investor RGM Group Pte Ltd.
• Representing Universal Pictures in connection with a multi-picture finance and distribution deal with Dentsu for the territory of Japan.
• Representing Morgan Stanley in the sale of its interest in Paramount Vantage, which produced several successful independent projects such as Babel, No Country for Old Men and There Will Be Blood.
• Represented Summit Entertainment in connection with a Spanish tax-incentivized film investment transaction with Banesto 
• Representing Deutsche Securities in connection with a potential film subsidy transaction.
• Representing Universal Pictures in connection with a potential film investment transaction by Royal Emirates Group.
• Represented Twentieth Century Fox Film Corporation in connection with a UK film investment transaction with Ingenious Film Partners.
• Representing Universal Pictures in connection with negotiating an amendment to a multi-picture film investment transaction.
• Represented Paramount Pictures in a $275 million investment and distribution deal with Skydance Productions. The first film in the slate was “True Grit.”
• Represented Fox Filmed Entertainment in a two-year multimillion dollar extension of the Dune Capital Management film-slate investment deal, which was a result of the investors’ success in investing in the film “Avatar.”
• Representation of Entravision Communications Corporation in its credit facility consisting of revolving loans.
• Representation of Adknowledge in its secured revolving credit facility.
• Preplanning and structuring of public and private offerings to accommodate the special needs of media, entertainment and technology companies.  For example, we represented Charter Communications in its $8 billion and $4.4 billion credit facilities and its $7.152 billion issuance of Senior Notes; Intel in its benchmark registered debt offering of $6 billion of Notes, its issuance of $1.6 billion of Junior Subordinated Convertible Debentures and its $900 million investment in Clearwire; Hewlett-Packard in $5 billion in Global and Floating Rates Notes and $3.5 billion credit agreement; MetroPCS Communications, Inc. and subsidiary Wireless in Wireless' issuance of $3.5 billion of Senior Notes; Neustar in its $605 million initial public offering of Class A common stock and its inaugural issuance of $300,000,000 Senior Notes and $525,000,000 senior secured credit facility; underwriters, led by Barclays and Needham & Company, in the initial public offering of Xoom Corporation; and Cadence Design Systems and Xilinx in their respective Convertible Senior Notes offerings.
• Assisting with venture capital/strategic corporate financings for various technology and new media companies.
• Representation of private investors and funds in multiple international tax-advantaged film financings.
• Representation of major film studios in financial subsidy and tax-incentivized financial structures in the United States and internationally.
• Representation of several film studios and film producers in single picture and slate financings (both secured and unsecured) and in co-production agreements.
• Representation of issuers and underwriters in public offerings of debt or equity.
• Representation of Constantin Film AG, MGM, New Line Cinema, Sony Pictures, Twentieth Century Fox Film Corporation, Universal Studios Inc. and Shangri-La Entertainment in single theatrical film or television series financings or financial and international co-production agreements.
• Representation of international sales agents in selling and financing international distribution and licensing rights.
• Representation of banks and financiers in financing single-picture project loans and credit facilities.
• Representation of insurers and financiers in offering financial guaranty and credit enhancement in connection with film and television securitizations.

Merchandising, Product Placement and Promotional Agreements

Our lawyers have significant expertise in the negotiation and documentation of merchandising agreements, for a variety of properties and in a broad range of media.  We also advise clients on the acquisition of companies in merchandising and related businesses.

In the area of product placement and promotional agreements (including sponsorship agreements), we represent both buyers and sellers.  Our experience in this area ranges from short-term or relatively limited placements or promotions to company-wide alliances generating significant opportunities for all parties over a period of years.

Related expertise includes counsel to clients on disputes related to merchandise licensing claims and foreign merchandising activities.

Representative matters:

• Representing Universal Music Group in connection with a potential joint venture related to the exploitation of certain trademarks and related IP.
• Representation of Volkswagen AG in product placement and promotional rights in connection with the film “Sahara.”
• Representation of Volkswagen of America in a global alliance with NBC Universal for product placement, promotions, theme park promotions and television promotional rights.
• Representation of Universal Studios Inc. in connection with the acquisition of theme park rights.
• Representation of Paul Cayard and Cayard Sailing Inc. in negotiating various agreements to skipper and manage the boat The Black Pearl, Walt Disney’s entry in the 2005/6 Volvo Round the World Race to promote Disney’s “Pirates of the Caribbean” films.

Licensing, Distribution and Production Agreements

We represent companies at every stage in the acquisition, development, production and distribution of content.  We handle licensing of intellectual property, production and co-production agreements, and representation of both content licensors and distributors in distribution agreements, including output agreements.  Our distribution agreement experience includes agreements covering a limited range of products, as well as distribution agreements related to “packages” or to entire catalogs or libraries. 

Representative matters:

• Representation of Universal Studios in film and television output agreements.
• Representation of New Line Cinema in connection with the licensing of theatrical and DVD rights internationally.
• Representation of Constantin AG in the sale and financing of territorial rights to theatrical film product.
• Representation of international sales agents in selling and financing international distribution and licensing rights.
• Representation of film studios, music companies and technology companies in joint ventures, licenses, co-production and similar agreements related to the development and distribution of content.
• Representation of Universal Studios in its distribution agreements with USA Networks Inc. (prior to its acquisition by Universal) and with Dreamworks SKG LLC.