Wiley Rein's Corporate Practice provides a full range of business law services to clients large and small, public and private, domestic and international. Our corporate practice has a strong transactional focus, with substantial experience in mergers and acquisitions, divestitures, exchanges, joint ventures, financing and capital formation, licensing and restructuring transactions.
Our Corporate attorneys have completed hundreds of deals involving billions of dollars and thousands of properties throughout the country in recent years, representing clients in a variety of industries, including broadcasting, cable, satellite, new media, wireless, telecommunications, real estate, construction, energy, transportation, banking, manufacturing, entertainment, government contracting, health care and franchising.
Our successful track record has been guided by principles of responsiveness, efficiency and creativity, with an emphasis on finding paths, and eliminating obstacles, to achieve our clients' business goals. We also tailor our services to our clients' business needs by seamlessly combining our core business law services with the services provided by our other practices, including our Communications, Government Contracts, Health Care, Intellectual Property, Employment & Labor, Franchise, Aviation and other practices.
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Mergers & Acquisitions: We represent acquirers and sellers in the structuring, negotiation, documentation and closing of mergers, acquisitions, divestitures, exchanges and joint ventures. We have the depth to complete large, complex transactions, and the breadth to efficiently complete a high volume of deals, whether small or large.
Following are some examples of our mergers and acquisition deals:
- The sale of 16 television stations for $1.24 billion to five separate buyers in coordinated transactions.
- The coordinated divestiture and acquisition of more than 200 radio stations valued at more than $5 billion in 23 deals in connection with the largest merger in radio industry history.
- A $27 million acquisition of an electronic warfare systems business unit by a major defense contractor.
- An $825 million sale of an information systems group (including the data room due diligence process, transaction documentation and closing).
- The acquisition by a telecommunications solutions provider of data and Internet operations serving Argentina, Brazil, Chile, Colombia, El Salvador, Mexico and Panama.
Financing & Capital Formation: We represent lenders, borrowers, investors and growth companies in structuring, negotiating and closing a wide variety of financing and capital formation transactions, including senior secured term loans and revolving credit facilities, subordinated debt, convertible debt, venture financing, debt and equity placements (including preferred equity) and restructurings. Some examples of our deals include representing:
- A private capital fund in connection with multiple senior secured loans, including loans of approximately $9 million to a television broadcast company, $7 million to a media company and $7 million to a regional radio broadcast company.
- A national radio broadcast group in connection with its $110 million term loan and revolving credit facility.
- A privately held regional nursing home operator in connection with a reorganization and refinancing of senior and subordinated secured debt facilities totaling $50 million.
- The largest privately held passenger airline in the United States in connection with multiple financing arrangements for fleet expansion, including international leasing, secured finance, sale-leasebacks and acquisition and disposition of aircraft.
- A regional radio broadcast group in connection with a reorganization, $55 million- and $50 million secured syndicated debt facilities and a $35 million subordinated note/warrant investment.
- A large operator of nursing homes in chapter 11 in connection with a spin-off and multiple financings, including the restructuring of a $225 million senior credit facility and establishment of a $10 million senior facility and a $15 million A/R facility.
- A wireless telecom spectrum management company in connection with a $100 million private equity placement.
- A major radio and television group owner (as lender) in more than $500 million in secured loans made to broadcast companies in connection with acquisitions.
- A publicly held national commercial real estate developer in multiple financing transactions, including the securing of bank financing totaling $160 million and a $125 million unsecured syndicated revolving- and term loan facility.
- A wireless communications joint venture in a $108 million debt and equity financing in connection with construction, development and operation of a PCS network.
Corporate Governance: We advise individuals, corporate officers and corporate directors on their statutory and fiduciary obligations associated with ownership and management of a corporate or other limited liability enterprise. Our role includes advising boards of directors and committees of the board on compliance with laws including the Sarbanes-Oxley Act of 2002. We help management organize meetings of the board or shareholders, and we participate in board of director meetings and shareholder meetings, particularly in high-risk situations or in the context of corporate control contests.
Working with our White Collar Crime and Government Contracts groups, we are engaged by companies, executives and directors to assist in critical and potentially criminal matters, including structuring and conducting internal investigations and developing and instituting remedial ethics and compliance programs, and any related civil and administrative matters, such as False Claims Act cases and the potential suspension or debarment from doing business with the federal government.
Audits: Wiley Rein represents boards of directors of public and private companies and their audit and special committees in resolving issues that arise in connection with the audit of financial statements. Sometimes issues can be resolved by making additional information available to auditors and helping management understand why the auditors have raised the issue. Other times, it is necessary to launch an investigation whose procedures are designed to protect the integrity of the information collected and analyzed. Wiley Rein staffs such matters with Corporate lawyers, who provide corporate governance expertise and accounting experience, former prosecutors and U.S. attorneys from our White Collar Practice and lawyers with deep and broad knowledge of the regulated industries in which we specialize: aviation, food and drug, franchise, government contracts, insurance, media and telecommunications.
General Business & Finance: We assist individual entrepreneurs, closely held businesses and private equity sources in the formation and capitalization of new and growing businesses. We work with founders and investors in selecting and forming corporations, partnerships, trusts and limited liability entities, and we structure corporate control arrangements through stock classification, voting agreements, voting trusts, buy-sell agreements, partnership agreements, limited liability company operating agreements, shareholder agreements and proxies.
We structure the ownership and control of business ventures to achieve desired parameters for control and succession through analysis and drafting of corporate bylaws, classification of shares, shareholder agreements, limited liability company operating agreements, partnership agreements, voting agreements, voting trusts and proxies.
We act as outside general counsel providing responsive support and advice to small to mid-sized businesses, and efficient issue-specific and transactional support to in-house counsel in larger businesses. Engagements range from fast turnaround contract review and advice to longer-term engagement in corporate acquisitions and sales. We provide efficient and responsive support in reviewing and negotiating critical business and technology contracts.
We also represent both employers and executives in negotiating and documenting contractual arrangements governing the relationship of executives with their companies. We advise clients as to fixed and incentive-based compensation, equity-based compensation, executive compensation, severance and dispute resolution procedures, and compensation requirements for tax-exempt organizations, among other things.
Bankruptcy & Insolvency: We represent debtors, creditors, equity holders and financial institutions in bankruptcies, receiverships and other financial restructurings. Some examples of our bankruptcy and insolvency work include representing:
- A telecommunications solutions provider in the acquisition from a Canadian telecom company in bankruptcy of data and Internet operations serving Latin America.
- Debtors/trustees and creditors in executory contract, preferential transfer and avoidance and other bankruptcy and creditors rights matters.
- A Securities and Exchange Commission (SEC)-approved board of directors of a major brokerage firm in the full range of issues arising as debtor-in-possession in bankruptcy proceedings involving several billion dollars in assets, resolving significant Employee Retirement Income Security Act (ERISA) issues arising in the proposed plan of reorganization.
- A receiver appointed by the SEC in an enforcement action to maximize residual liquidation value of company, including disposal of assets and resolving claims of parties to executory contracts and other claimants.
- Creditors and other claimants in bankruptcy proceedings, regularly representing holders of claims in airline reorganizations.
Technology: We advise clients in a broad range of technology business law matters, including licensing agreements, website development, hosting, linking, e-commerce, advertising and content agreements, partnering arrangements, strategic alliances, joint ventures and other matters related to structure, organization, growth and operation. Some examples of our work include representing:
- The largest radio broadcaster in the conversion of more than 1,000 radio stations to HD Radio technology using new equipment and licensed software, handling the licensing arrangement, the conversion commitment and investment-related matters.
- A major long distance reseller in multiple financing, joint venture and asset acquisition transactions including the acquisition of substantial technology and communications equipment.
- An Internet telephony company establishing interconnection, co-location and gateway arrangements and selling equipment and capacity.
- An Internet service provider in obtaining turnkey services from a major Internet backbone provider, in venture and subscriber acquisition transactions and in developing its portal site by acquiring content, e-commerce applications and other technology.
- A licensor of proprietary satellite technology to provide digital video and high-speed Internet services in multiple markets, regarding joint venture transactions.
Media: We have unparalleled experience in broadcast and other media deals, having completed many transactions - including some of the largest and most complex media transactions in history - seamlessly combining business law and regulatory services. Following are some examples of media deals we have completed:
- The sale of 16 television stations for $1.24 billion to five separate buyers in coordinated transactions.
- Converting more than 1,000 radio stations to High Definition (HD) Radio technology using new equipment and licensed software, including handling the licensing arrangement, the conversion commitment and investment-related matters.
- Acting as lead counsel for the world’s largest out-of-home media company in its divestiture and acquisition of over 200 radio stations valued at more than $5 billion, in more than 20 separate but coordinated deals in connection with the largest merger in radio industry history.
- Acquiring 25 radio stations in a time-sensitive transaction that involved resolving numerous complex issues on a highly accelerated schedule, including completing due diligence, drafting and negotiating definitive documents, gaining prompt regulatory approval and completing the closing.
- Negotiating, documenting and closing hundreds of other radio deals throughout the country.
- Representing a half-dozen different television broadcast groups in the structuring, negotiation, documentation and closing of a variety of television transactions, including acquisitions, dispositions and exchanges, involving billions of dollars of properties.
- Representing a national radio broadcast group in the structuring, negotiation and documentation of its $110 million term loan and revolving credit facility.
- Representing a regional radio broadcast group in a restructuring, a $55 million private equity placement, a $50 million secured syndicated debt facility and a $35 million subordinated note/warrant investment.
- Representing a private capital fund in the structuring, negotiation and documentation of several senior secured loans to media companies.
- Representing a major media company in its secured loans of more than a half-billion dollars to broadcast companies in connection with acquisitions.
- Representing multiple other broadcast companies in the negotiation and documentation of a variety of acquisition and working capital loans, including senior and subordinated debt and mezzanine financing.
Telecommunications: We have extensive experience in communications deals, seamlessly combining business law and regulatory services. Some examples of communications deals we have completed include representing:
- A publicly traded national telecommunications service provider in planning and executing the negotiation and entry into numerous cable TV franchise agreements.
- A telecommunications solutions provider in the acquisition of data and Internet operations serving Argentina, Brazil, Chile, Colombia, El Salvador, Mexico and Panama, from a global telecommunications company in bankruptcy.
- A telecommunications company in the privatization and acquisition from state and municipal governmental bodies of a land mobile radio communications network for governmental, utility and public safety users.
- A publicly traded telecommunications equipment manufacturer and service provider in the sale of an $825 million national security and defense industry government contracting division.
- A major U.S. utility in its $200 million investment in a Personal Communications Service (PCS) license and related real estate and construction agreements.
- A wireless telecom spectrum management company in connection with a $100 million private equity placement.
- A publicly held national telecommunications provider in the negotiation and documentation of secured credit facilities totaling $55 million in connection with a substantial financial reorganization involving multiple creditors.
- A wireless communications joint venture in a $108 million debt and equity financing in connection with the construction, development and operation of a personal communications services network.
Tower Facilities: We provide a wide array of services related to the construction, operation, ownership and management of communications facilities, including the leasing, financing, construction and acquisition of towers. Our experience includes:
- Evaluating and transferring hundreds of tower and transmitter sites in connection with broadcast acquisitions, dispositions and mergers.
- Negotiating, documenting and transferring hundreds of ground leases and tower space leases and licenses on behalf of both tower owners and tenants.
- Financing broadcast companies and other communications businesses secured in part by tower and transmission facilities.
- Negotiating and preparing a wide variety of tower and site construction, management and technical service agreements.
- Federal Communications Commission (FCC) regulation of facilities-siting, signal interference, construction, marking and lighting, radio frequency emissions, tower registration, pole attachment and local zoning.
- Federal Aviation Administration (FAA) rules on hazards to air navigation and clearance procedures.
- Digital facility construction and related new tower construction issues.
- Occupational Safety & Health Administration (OSHA) standards, environmental impact, wildlife protection, cultural and historic preservation, native tribe consultation and the Nationwide Programmatic Agreements for the Collocation of Wireless Antennas among the FCC, the Advisory Counsel on Historic Preservation (ACHP) and the National Conference of State Historic Preservation Officers (NCSHPO).
Government Contracts: We regularly represent government contracts clients in transactions involving contracts across the entire spectrum of products and services purchased by the government, including virtually every major buying command within the Department of Defense (DOD), the civilian agencies, the General Services Administration (GSA), the National Aeronautics and Space Administration (NASA) and quasi-governmental organizations such as the U.S. Postal Service (USPS). In addition to mergers, acquisitions and dispositions, many transactions of our government contracts clients involve formation of joint ventures or teaming agreements among government contractors to pursue or perform certain government contracts, both in the United States and in foreign jurisdictions.
Knowledge of the regulatory and contractual framework governing the federal marketplace is critical to the successful completion of transactions including government contracts. Such knowledge is indispensable in assessing the risks associated with any outstanding audits, claims or government investigations relating to the business being bought, sold or pursued. To the extent intellectual property constitutes a significant asset being bought or sold, an understanding of the unique “data rights” regime that determines rights to intellectual property developed in connection with government contracts is essential.
Foreign ownership, overseas contract performance and performance under classified contracts also create special sets of issues with which we have substantial experience. Attorneys from our Government Contracts Practice who have current Top Secret Sensitive Compartmented Information (TS/SCI) clearance review classified materials. A former DOD auditor on staff assists with government cost accounting issues.
We work closely with clients to find solutions to the government-unique contract novation (or government consent to assignment) process, which takes place after the closing of the transaction. We take particular care to ensure that the purchaser is legally entitled to receive the full benefit of all government contracts included in the transaction during the period between closing and completion of the novation process. Drawing on the strengths of our Government Contracts Practice, Corporate attorneys have represented clients in transactions presenting significant government contracting issues including:
- Performance of government contracts, intellectual property and labor law due diligence for a major European aerospace company, and assisting the company in the drafting and negotiation of the acquisition agreements for some $2.2 billion in purchases of U.S. defense companies.
- Serving as lead counsel for the $825 million sale by a major communications and electronics company of its government contracting division.
- Assisting with the sale of one of the premiere military jet engine manufacturing companies to a foreign company.
- Obtaining clearance from the Treasury Department and security clearance from the Defense Security Service (DSS) with respect to transactions involving top secret programs.
- Assisting a Fortune 500 company in selling its federal contracts subsidiary to a foreign company.
Transportation, Aviation & Security: We represent airlines, aircraft manufacturers, aerospace equipment manufacturers, aircraft financiers and aircraft owners and operators in connection with aerospace and aviation ventures and transactions. We combine our transactional capabilities with extensive experience before the FAA, the Department of Transportation (DOT) and the Department of Homeland Security (DHS). Working with our Public Policy Group, we are able to pursue legislative and regulatory changes on behalf of aerospace and aviation clients. Recent transactions include representing:
- An established low-cost carrier in connection with aircraft fleet acquisition and disposition.
- U.S. and foreign private aircraft owners and operators in the negotiation of aircraft purchases and sales, including transaction structuring to achieve intended tax objectives.
- Purchasers of fractional aircraft interests in business aircraft. A “very light jet” manufacturer in connection with certification and intellectual property issues.
Health Care: We represent participants in the nursing home industry, including facility owners and operators, investor groups and institutional financiers. We negotiate and structure facility financing, restructuring and the purchase and sale of facilities. Working with our Health Care Practice, we make certain that the transactions properly address and satisfy regulatory requirements under federal and state laws, including qualification for transfer of facilities licenses and permits.
Franchise: We assist franchises in the full range of franchise transactions, including registration of franchises in compliance with state and federal laws and regulations, franchise sales, franchise re-purchases and restructurings.
Representative experience includes:
- Completing a series of corporate transactions between the world’s largest temporary staffing company and its franchisees, including the buyout of multiple franchisees, the sale of company-owned offices to franchisees and negotiation with financiers on buyout, capital expenditure and operating financings.
- Handling the sale of numerous company-owned units to franchisees for a casual dining chain that used the refranchising to stimulate growth by coupling the sales with the execution of development agreements.
- Representing a private investor group in connection with a $1 million investment in an early-stage network security software company.
- Representing a private investor group in connection with a $500,000 investment in the producer of photovoltaic energy production modules.
- Conducting franchise due diligence and serving as special counsel in the acquisition of numerous franchise companies. Wiley Rein attorneys assess the target company’s level of regulatory compliance, determine the status of existing franchise agreements and identify potential risks and liabilities that the acquisition documents should address.
Insurance: We regularly represent insurance entities in transactions, providing not only the necessary corporate legal guidance but also the complex insurance regulatory expertise required to successfully complete such transactions. Our firm has successfully dealt with insurance regulators in multiple jurisdictions to obtain the necessary approvals for purchases and sales of insurance companies and blocks of business, and the reinsurance arrangements often utilized to effectuate such transactions. Drawing on the strengths of our Insurance Practice, our Corporate attorneys have also represented clients in insurance transactions.
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By Brian A. Johnson and Jerita L. DeBraux Salley
May 2012 | The Metropolitan Corporate Counsel Volume 20, No. 5
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