Raft of US giants advise on Comcast’s £27bn Time Warner Cable acquisition

A group of firms including Davis Polk and Willkie Farr & Gallagher advised on a £27bn ($45bn) all-stock deal to combine the two biggest cable providers in the US.

Paul Weiss Rifkind Wharton & Garrison and Skadden Arps Meagher & Flom were also involved in the merger, which will create a pay TV and broadband giant with about 30m subscribers across the country.

The deal comes after months of wrangling between Time Warner Cable and smaller cable operator Charter Communications. Last month Time Warner knocked back a $60bn bid from Charter, claiming the offer was “grossly inadequate”.

It is expected that the transaction, which is due to close by the end of 2014, will face tight scrutiny from US regulators.

Davis Polk – Comcast’s main external corporate counsel – was instructed on the deal, led by global M&A practice co-head David Caplan and corporate partner William Chudd in New York.

Partner Arthur Blake is providing antitrust and competition advice, while Bruce Dallas advised on capital markets. Avishai Shachar and associate Adam Perry worked on tax matters. Kyoko Takahashi Lin and associate Gillian Emmeett Moldowan dealt with executive compensation, while Frank Azzopardi provided IP advice.

Wilkie Farr tends to pick up Comcast’s communications-related work. On this deal, the firm led the effort to secure Federal Communications Commission regulatory approval led by its communications, media and privacy head in Washington DC, Frank Buono and partner Jim Casserly. Special counsel Mike Jones, partner David Murray, and associates Michael Hurwitz, Mia Hayes, Melanie Medina and Josh Parker assisted.

Paul Weiss was instructed by Time Warner Cable on the transaction. Meanwhile, Skadden, which was initially approached to assess the merits of Charter’s proposed takeover, also advised the target, led by New York M&A head Stephen Arcano and corporate partner Ann Stebbins.

Charter Communications was advised by Wachtell Lipton Rosen & Katz and Kirkland & Ellis on its earlier failed bids for the giant cable company.

Background to this deal:

After fending off bids from Charter Communications from months, Time Warner Cable’s merger with Comcast came somewhat out of the blue. It does make sense, however. The companies already joined forces in August 2013, in a joint venture on improved set-top boxes.

The pair lined up a raft of trusted advisers to help out on the deal. Davis Polk and Willkie Farr advised on an $18.1bn deal that saw Comcast acquire General Electric’s remaining 49 per cent stake in NBC Universal last February.

Meanwhile, Paul Weiss is a longstanding adviser to Time Warner Cable. The company turned to the firm in May 2008 for advice on its $9.25bn spin-off from Time Warner (22 May 2008).

Skadden’s Arcano was also involved in that deal, co-leading a team advising a special committee of Time Warner Cable’s board of directors.