Wiley Rein’s Telecom, Media & Technology (TMT) Practice has handled hundreds of mergers, acquisitions, joint ventures, and other transactions involving telecom and media licenses before numerous federal, state, and international regulatory bodies, including the Federal Communications Commission (FCC), the National Telecommunications and Information Administration (NTIA), the National Oceanic and Atmospheric Administration (NOAA) and the International Telecommunication Union (ITU). Our clients have run the gamut from Fortune 500 companies to technology startups. Members of the TMT Practice are experienced in structuring transactions to meet regulatory requirements and to facilitate the timely receipt of regulatory approvals. Our attorneys are skilled in preparing and filing any required license transfer applications, as well as structuring and executing an advocacy strategy to expedite grant of necessary federal and state authorizations.
Since its founding more than 30 years ago, Wiley Rein has been at the center of most large and transformative telecom and media transactions in the United States. The TMT Group has unparalleled transactional experience, representing clients–most of them top brands in their specific industry space–with complex transactions involving large- and small-scale mergers and acquisitions, asset and stock sales, strategic alliances and collaborations, services arrangements, restructurings, and leveraged buyouts. We also regularly counsel telecom and media industry lenders, investors, and borrowers on FCC matters and other regulatory issues affecting financing arrangements, debt and equity offerings, bankruptcies, workouts, and foreclosures.
In the wireless area, Wiley Rein has been intimately involved in the regulatory regime governing the mobile ecosystem, from the very first comparative hearings for cellular radio licenses to the spectrum that will support 5G services. Wiley Rein attorneys supported the transactions rolling up the initial cellular licenses to create nationwide carriers and have participated in every auction involving spectrum suitable for Commercial Mobile Radio Services, as well as in the secondary market activity following such auctions. We have worked on transactions of every permutation, including those involving divestitures and spinoffs, spectrum swaps, infrastructure sharing, bankruptcies and restructurings, and the use of trusts and receivers.
On the media side, Wiley Rein has one of the largest and most successful practices in the country, representing clients across the entire media spectrum, including radio and television broadcasting, multichannel video, print, digital technologies, online communications, and direct broadcast satellite services. Our TMT attorneys are highly skilled in due diligence and assessing the risks and opportunities presented in a transaction, and routinely represent both buyers and sellers in a wide range of media-related mergers and acquisitions. In addition to negotiating purchase and sale agreements, and filing and prosecuting license transfer applications with the FCC, we counsel media industry clients in connection with loans, equity investments, and financings.
Where foreign ownership interests are involved, our attorneys have extensive experience shepherding clients through any applicable national security review and, in the event that agencies identify potential concerns, negotiating National Security Agreements or Letters of Assurance describing practices and procedures the client will adhere to in order to mitigate the concerns.
Our capabilities include:
- FCC Approval Strategy
- FCC Assignment/Transfer Filings (including public interest showings and supporting declarations and analyses)
- HSR Analysis and Filings
- National Security Reviews and Negotiation of Mitigation Agreements
- Regulatory and Transaction-Related Due Diligence
- Responses to FCC Information Requests
- State Review Process Counseling and Prosecution
- Transaction Structuring
- Drafting Purchase Agreements and Other Transaction Documents
Our transactional representations include:
- AT&T Inc. in its acquisition of DIRECTV, Inc.
- Verizon Communications Inc. in its acquisition of Vodafone Plc’s 45% equity stake in Verizon Wireless
- JPMorgan Chase & Co. and Fortress Investment Group LLC in the bankruptcy emergence of Ligado Networks LLC (f/k/a LightSquared Inc.)
- T-Mobile USA, Inc., in its acquisition of MetroPCS Communications, Inc.
- Xylem Inc. in its acquisition of Sensus USA Inc.
- Neustar in its acquisition by Golden Gate Capital Private Equity, Inc.
- Goldman Sachs in its financing of CSDVRS, LLC (d/b/a ZVRS) to acquire Purple Communications, Inc.
- Globecomm, Inc., in its acquisition by Wasserstein & Co.
- Verizon Wireless in its acquisition of spectrum from SpectrumCo, LLC and Cox TMI Wireless, LLC
- Verizon Communications Inc. in its sale of certain local exchange assets to Frontier Communications Corp.
- Iridium Holdings LLC in its acquisition by GHL Acquisition Corp.
- Verizon Wireless in its acquisition of Alltel Communications, Inc. and associated divestiture deals
- Verizon Wireless in its acquisition of Rural Cellular Corporation
- Verizon Communications Inc. in its sale of certain local and long-distance operations to FairPoint Communications, Inc.
- Sirius Satellite Radio Holdings Inc. in its merger with XM Satellite Radio Holdings, Inc.
- Verizon Communications Inc. in its sale of Puerto Rico Telephone Company, Inc. to América Móvil, S.A. de C.V.
- Intelsat Holdings, Ltd. in its acquisition by Serafina Holdings, Limited
- BellSouth Corp. in its merger with AT&T Inc.
- NTT DoCoMo, Inc., in its acquisition of Guam Cellular
- Intelsat Holdings, Ltd. in its merger with PanAmSat Holding Corporation
- SBC Communications Inc. in its merger with AT&T Corp.
- Verizon Communications Inc. in its acquisition of MCI, Inc.
- New Iridium in its acquisition of the IRIDIUM Mobile-Satellite Service System from Motorola, Inc.
- Cingular Wireless Corporation in its merger with AT&T Wireless Services, Inc.
- Intelsat, Ltd. in its acquisition by Zeus Holdings Limited
- Intelsat North America LLC in its acquisition of assets of Loral Satellite, Inc.
- Intelsat, Ltd. in its acquisition of Comsat World Systems from Lockheed Martin Corporation
- America Online, Inc., in its acquisition of Time Warner Inc.
- Pacific Telesis Group in its merger with SBC Communications Inc.
- McCaw Cellular Communications in its acquisition by AT&T Wireless
- Nexstar Broadcasting Group, Inc. in its merger with Media General
- Alpha Media USA in its acquisition of Digity
- iHeartMedia in its acquisition of Qantum Communications Corp. radio group
- Belo Corp. in its merger with Gannett Co.
- Nexstar Broadcasting, Inc., in its acquisition of Communications Corp. of America
- Cogeco Cable Inc. in its acquisition of Atlantic Broadband Group, LLC
- L&L Broadcasting, Inc. in its acquisition of Triad Broadcasting
- YMF Media LLC in its acquisition of radio stations from bankruptcy estate of Inner City Media Corporation
- Nexstar Broadcasting, Inc., in its acquisition of television stations from Newport Television
- New Vision Television in its sale of television stations to LIN Broadcasting
- JPMorgan Chase & Co. in the bankruptcy emergence of Tribune Company
- iHeartMedia in its acquisition of Metro Traffic from Westwood One
- TTBG LLC in its acquisition of television stations from bankruptcy estate of Pappas Telecasting Inc.
- Clear Channel Communications, Inc. (now iHeartMedia) in its sale to Bain Capital Partners LLC and Thomas H. Lee Partners, L.P.
- Comcast Corporation in its acquisition of cable systems from Adelphia Communications Corporation
- New Vision Television in its acquisition of television stations from Montecito Television
- Clear Channel Communications, Inc. in its acquisition of AMFM Inc.
- Viacom Inc. in its merger with CBS Corporation
- Clear Channel Communications, Inc. in its acquisition of Jacor Communications
- Belo Corp. in its acquisition of newspaper and television station properties from The Providence Journal Company
- CBS Corporation in its acquisition of Infinity Broadcasting
- CBS Corporation in its merger with Westinghouse
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