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US quartet line up on AT&T’s $85.4bn takeover of Time Warner

Demonstrating dominance in their home market, four US firms have taken advisory roles as AT&T has offered to acquire Time Warner for $85.4bn. Regular adviser Sullivan & Cromwell is advising AT&T alongside Arnold & Porter, while Cravath, Swaine & Moore has taken the lead for CNN and HBO owner Time Warner, with Weil, Gotshal & Manges.

In one of the biggest deals the industry has seen to date, AT&T announced Saturday (22 October) a definitive agreement to acquire Time Warner for $85.4bn in equity value, or $108.7bn if accounting for Time Warner’s net debt. The deal now awaits regulatory approvals.

The Sullivan & Cromwell team advising AT&T on the transaction includes M&A managing partner Joseph Frumkin and partners Eric Krautheimer and Melissa Sawyer, tax partner Andrew Mason and IP partner Nader Mousavi. Alongside them, partners in executive compensation & benefits, financing and litigation were also involved.

The Cravath team instructed by Time Warner is led by deputy presiding partner Faiza Saeed, corporate partners Eric Schiele and antitrust partner Christine Varney.

The Weil team advising financial advisers JP Morgan and Perella Weinberg was led by New York corporate partners Michael Aiello and Matthew Gilroy, and banking and finance partner Morgan Bale.

Sullivan & Cromwell and Arnold & Porter also advised AT&T in 2014 on its $48.5bn purchase of then number one US satellite TV provider DirecTV, whilst Cravath has historically acted for Time Warner in numerous matters, including its dealings with activist shareholder Carl Icahn, its divestiture of Time Warner Telecom and its merger with AOL back in 2000.

The deal follows the earlier $55bn takeover of Time Warner Cable by Charter Communications, which gave roles to six US firms in 2015. Charter Communications enlisted Wachtell, Lipton, Rosen & Katz and Kirkland & Ellis, while Time Warner Cable enlisted Paul, Weiss, Rifkind, Wharton & Garrison, Latham & Watkins and Skadden, Arps, Slate, Meagher & Flom. The acquisition was backed by John Malone’s Liberty Broadband, Charter’s largest shareholder, which was advised by Baker Botts.