Media and Telecom

For well over a century, Davis Polk has been one of the most active law firms advising major media and telecommunications companies. Our lawyers are frequently involved in the most complex and significant transactions and litigation throughout these sectors.

Our clients include some of the largest cable, telephone, Internet, entertainment and publishing companies. Other media clients include print and broadcast media companies, advertising and marketing firms and digital and new media content providers. We also regularly advise innovative emerging companies within these sectors that are poised to grow into industry leaders.

Our media and telecommunications practice covers the spectrum of transactions and litigation matters within these sectors, including:

  • U.S. and global mergers and acquisitions
  • Private equity investments
  • Leveraged lending
  • Bridge loans
  • Initial public offerings
  • High-yield and investment-grade debt
  • Project and structured finance
  • Leasing
  • Intellectual property
  • A broad range of litigation matters, antitrust challenges and other government enforcement actions

Over the course of hundreds of transactions and litigation matters involving media and telecommunications companies over the past several years alone, our lawyers have acquired considerable industry-specific knowledge and experience addressing various regulatory regimes and precedents, IP-related considerations affecting both content and technology, joint ventures and strategic development partnerships, distributions agreements and disputes, among many other specialized areas. 

Our regular clients in this industry have included:

  • Baidu
  • Bertelsmann
  • Bonnier
  • Canal+
  • Comcast
  • Digicel
  • Millicom
  • NBCUniversal
  • RTL Group
  • T-Mobile
  • Telecom Italia
  • Telefónica
  • Tencent

We have advised on some of the industry’s most high-profile transactions. View our recent experience in:

Recognition

  • Band 2 among New York law firms in Media & Entertainment: Corporate – Chambers USA 2015

  • Chambers USA – "Davis Polk continues to handle industry-defining transactions in the media and entertainment sphere. Well versed in areas such as motion pictures, broadcasting, print media, television and music, among others.” 

Capital Markets

EQUITY

  • Ziggo (€925 million/$1.2 billion). We advised the joint global coordinators on a €925 million IPO of ordinary shares of Ziggo, the largest cable operator in the Netherlands and provides standard television, digital pay television, high-speed Internet and telephony services to consumers and businesses. 

  • TIM Participações ($891 million). We advised TIM Participações on its $891 million SEC-registered global offering of common shares. TIM is the second-largest provider of mobile telecommunication services in Brazil, based on number of phone lines. TIM is a subsidiary of Telecom Italia, one of Italy’s largest telecommunications groups.

  • China Communications Services Corporation Limited ($473.2 million). We advised the sole bookrunner on a $473.2 million rights offering of China Communications Services Corporation, a telecommunications, media and technology service provider in the PRC. The rights offering consisted of a public offering of H shares (shares listed on the Hong Kong Stock Exchange) and a public offering of domestic shares (unlisted shares) in the PRC. 

DEBT

  • NBCUniversal ($11.1 billion). We advised NBCUniversal on its $2 billion SEC-registered offering of senior notes in 2012. We also advised Comcast Corporation on NBCUniversal’s $5.1 billion and $4 billion Rule 144A/Regulation S offerings of senior notes in 2010. The issuances of the notes are part of the $9.1 billion of financing raised by NBCUniversal in connection with the joint venture between Comcast and General Electric Company that is 51% owned by Comcast, 49% owned by GE and managed by Comcast. NBCUniversal is one of the world’s leading media and entertainment companies. 

  • Telefónica ($6.25 billion). We advised Telefónica, S.A. and Telefónica Emisiones S.A.U. on its $3.5 billion and $2.75 SEC-registered offerings of notes. Telefónica is a diversified telecommunications group that provides a comprehensive range of services principally in Spain, Europe and Latin America. 

  • Digicel Limited ($2.8 billion). We advised Digicel Limited on a $1.5 billion Rule 144A/Regulation S offering of senior bonds, which is the largest high-yield debt offering by a Caribbean issuer. We also previously advised Digicel on several Rule 144A/Regulation S offerings of notes in the total aggregate value of $1.3 billion since 2010. 

  • China Unicom (Hong Kong) Limited ($1.84 billion). We advised the initial purchasers on a $1.84 billion Regulation S offering of convertible bonds by China Unicom (Hong Kong) Limited, a Hong Kong- and New York-listed telecommunication service provider in China. This offering is the world's largest international convertible bond issuance by a PRC company. 

  • Discovery Communications ($1.2 billion). We advised the underwriters on a SEC-registered offering of senior notes by Discovery Communications, a global media company that provides content across multiple distribution platforms, including digital distribution arrangements.

  • British Sky Broadcasting Group ($800 million). We advised the joint bookrunners on an $800 million Rule 144A/Regulation S offering of senior unsecured notes by British Sky Broadcasting Group (BSkyB), a company that operates the leading pay television service in the United Kingdom and Ireland, and is the fastest-growing provider of home communications services in the United Kingdom.

  • Telefónica Chile ($800 million). We advised Telefónica Chile S.A. on a $500 million and a subsequent $300 million Rule 144A/Regulation S offering of senior notes since 2010. Telefónica Chile is the largest fixed-line telephone operator in Chile. 

  • Colombia Telecomunicaciones ($750 million). We advised the initial purchasers on a $750 million Rule 144A/Regulation S debut global offering senior notes by Colombia Telecomunicaciones, a full-service telecommunications provider offering a range of integrated telecommunications services. This bond placement, together with an associated bridge loan, won Latin Lawyer’s 2012 "Corporate Finance Deal of the Year."

  • eAccess ($700 million). We advised the initial purchasers on a $700 million Rule 144A/Regulation S offering of high-yield senior notes by eAccess, a provider of mobile broadband services in Japan and the largest wholesale provider of ADSL services in Japan. The offering is the most significant high-yield debt offering from Japan in five years and the first Japanese global high-yield debt offering completed under Rule 144A. This offering was named "Deal of the Year" in 2012 and "Most Innovative Deal" in 2012 at the FinanceAsia Japan Achievement Awards. 

M&A

MEDIA AND TELECOM

  • Comcast. We advised Comcast on its:

    • $53 billion acquisition of AT&T’s broadband business

    • $37 billion NBCUniversal joint venture with General Electric

    • $16.7 billion acquisition of GE’s 49% common equity stake in NBCUniversal 

    • $3.6 billion sale by SpectrumCo of 122 Advanced Wireless Services spectrum licenses to Verizon Wireless

    • $1.4 billion acquisition of properties used by NBCUniversal at 30 Rockefeller Plaza and CNBC’s headquarters in Englewood Cliffs, New Jersey

    • $150 million acquisition of shares of the common stock of ARRIS Group

  • NBCUniversal. We advised NBCUniversal on its:

    • $3.025 billion sale of its 15.8% stake in A&E Television Networks to A&E’s other owners, The Walt Disney Company and The Hearst Corporation

    • $1.025 billion acquisition of The Blackstone Group’s 50% interest in Universal Orlando Resort

    • Acquisition of the 50% share of the MSNBC Digital Network joint venture that it did not previously own from Microsoft

  • Bertelsmann. We advised Bertelsmann on its:

    • Combination with Pearson of their trade-book publishing companies, Random House and Penguin Group, respectively.

    • Formation of its music rights management joint venture with KKR called BMG Rights Management

    • Sale of its 50% interest in Sony BMG, a global recorded music joint venture created by Sony Corporation and Bertelsmann in 2004, to Sony

  • Digicel Group. We advised Digicel Group on its:

    • $825 million acquisition of Digicel Pacific Limited, a sister company that operates in six markets in the South Pacific

    • $215 million of a minority interest in Digicel Holdings (Central America)

    • Acquisitions of wireless companies, including Bouygues Telecom Caraïbe, Claro Jamaica and Voilà

  • Millicom International Cellular. We advised Millicom International Cellular, an international telecommunications and media company dedicated to emerging markets in Latin America and Africa, on the $4.4 billion merger of its Colombian telecommunications business, conducted through Colombia Móvil, with UNE EPM Telecomunicaciones, a subsidiary of Empresas Públicas de Medellín–EPM, the largest Colombian public services company and operates in the electricity, natural gas, water, waste management, information technology and telecommunications industries.

  • Getty Investments. We advised Getty Investments on the $3.3 billion acquisition of Getty Images, a creator and distributor of still imagery, video and multimedia products, by The Carlyle Group. Getty Investments is comprised of the Getty family’s interests in Getty Images. 

  • Tele2 AB. We advised Tele2 AB, one of Europe’s leading telecom operators, on the $3.55 billion sale of its Russian operations to VTB Group, the financial holding company of one of the leading universal banks of Russia.

  • Canal+ Group. We advised pay-television operator Canal+ France in connection with the sale of 20% of its capital held by Lagardère to Vivendi for $1.41 billion. Vivendi will hold 100% of Canal+ France after the transaction closes.

  • The New York Mets. We advised The New York Mets on its formation of SportsNet New York, a New York-based sports network joint venture with Comcast and Time Warner Cable that broadcasts New York Mets games, Big East games and other regional sports content. 

  • Bonnier. We advised Bonnier, one of the largest consumer-publishing groups in the United States, on the acquisition of Parenting and Babytalk magazines and their related digital assets by Meredith, a media and marketing company serving American women through multiple distribution platforms.

  • New Republic. We advised Hughes Media, a private company 100% owned by Chris Hughes, a Facebook co-founder and private investor, on its acquisition of a 67% equity stake in the parent company of The New Republic.

MEDIA AND TELECOM/INTELLECTUAL PROPERTY AND COMMERCIAL TRANSACTIONS

  • We have advised Golf ChannelNBC Sports NetworkComcast SportsNetG4 and E!, among others, in connection with various programming and content distribution matters. 

  • Bertelsmann. We advised Bertelsmann on its catalog purchase agreement with Sony to acquire selected European music catalog assets from Sony BMG as part of its sale of its 50% interest in Sony BMG to Sony. 

  • Comcast. We have advised Comcast on various copyright matters, including with respect to the deployment of new content and distribution technologies. 

  • Versus. We advised Versus (now known as the NBC Sports Network) on its rights agreement to broadcast the NHL. 

  • Sony. We advised Sony in connection with the enforcement of various Sony patents relating to its consumer electronics technology. 

  • Harvard University. We advised Harvard University on its agreement with Google, allowing Google to digitally index certain book collections of Harvard’s library and make them full-text searchable via free online access. 

  • PwC. We advised PwC in connection with its sponsorship of The Players Championship with the PGA Tour. 

  • Comcast/Baidu. We have advised Comcast and Baidu on search engine licensing, advertising agreements, copyright risk assessment and mitigation for media distribution technologies. 

  • Intermec. We advised Intermec in resolving its dispute with Symbol Technologies involving patent portfolios directed to wireless (WiFi) and RFID technologies and standards.