The $110bn acquisition of Warner Bros Discovery by Paramount Skydance officially closed yesterday (6 October) after months of negotiations, with a host of major law firms on hand to bring the deal to completion.
The deal, which includes $47bn in new equity financing and more than $50bn in debt, sees Paramount and Warner Bros combine into a single company, Skydance, to be led by former Paramount head David Ellison as chairman and CEO, , alongside former Mattel chief Ynon Kreiz as co-CEO.
The closing comes after a fraught process that saw Paramount launch a hostile bid for Warner Bros last December, ultimately beating out Netflix, which had earlier struck a deal to acquire Warner Bros for more than $80bn – and after Paramount settled an antitrust suit brought by the state of California and 11 other US states.
The saga has generated work for a wealth of partners at some of the world’s leading firms – here, we break down the lengthy roster of firms that were involved.
The buy side
Cravath Swaine & Moore and Latham & Watkins acted for Paramount on the deal, with a clutch of other firms involved on transactional matters, the financing, and the antitrust litigation.
Cravath
Cravath’s New York-based team was co-led by presiding partner Faiza Saeed, M&A partners Daniel Cerquiera, Claudia Ricciardi, and Alexander Greenberg, and global M&A practice co-chair Minh Van Ngo.
Other notable partners include corporate department managing partner and finance practice co-head George Zobitz, litigation department co-head Kevin Orsini, antitrust co-chairs Andrew Finch and Noah Joshua Phillips (who is based in Washington DC), tax head Lauren Angelilli, corporate governance and board advisory chair John White, and North America capital markets head Andrew Pitts.
Latham & Watkins
Latham’s team was led by New York corporate partner Ian Nussbaum and Chicago corporate partner Max Schleusener.
Other notable partners who worked on the deal include global entertainment, sports, and media practice co-chair Rick Offsay and data and tech transactions global co-chair Ghaith Mahmood in Los Angeles, global antitrust and competition vice-chair Joshua Holian in San Francisco, and global shareholder activism and takeover defence co-chair Chris Drewry in Chicago.
Also involved in New York were global vice chair of public company representation Jenna Cooper, global vice chair of securities and M&A litigation Blair Connelly, former global PE finance co-chair Joshua Tinkelman, current global PE finance chair Jason Licht, and co-chair of the New York litigation and trial department Katherine Rocco.
The firm also advised Paramount on antitrust litigation aspects of the deal, with Washington DC partners Maggy Sullivan and Anna Rathbun leading on the US side, and a team of partners across Europe acting on non-US matters, including global antitrust and competition vice chair Simon Pritchard and antitrust partner Jonathan Parker in London.
Cleary Gottlieb
Cleary Gottlieb represented a special committee of Paramount’s board of directors on the deal, with a New York-based team that included Americas M&A co-lead Paul Shim, M&A partners Kelsey Nussenfeld and Claire Schupmann, disputes partner Mark McDonald, capital markets partners Harald Halbhuber and Clayton Simmons, and antitrust partner Daniel Culley, while antitrust group co-leader Heather Nyong’o is also listed in court filings.
Winston Taylor
The firm now known as Winston Taylor appeared for Paramount in the California antitrust litigation, with a US team that included co-executive chairman Jeffrey Kessler in New York, and antitrust partners Jeanifer Parsigian in San Francisco, Conor Reidy in Chicago, and Kevin Goldstein in Chicago and Washington DC, as well as chair of the firm’s law and economics group Matthew DalSanto, who splits his time between Chicago and San Francisco.
Clement & Murphy
US litigation boutique Clement & Murphy also appeared for Paramount, with partner Danielle Sassoon representing.
Gilbert + Tobin
Australian firm Gilbert + Tobin advised Paramount on matters relating to the Australian Competition and Consumer Commission (ACCC), with competition, consumer, and market regulation group head Elizabeth Avery leading the team from Sydney.
Paul Hastings
Paul Hastings advised one of the investors in its equity investment in Skydance in connection with the bid, with Palo Alto office co-chair David Ambler leading, and other partners involved including M&A practice co-chair Eric Schiele in New York, Brussels office chair and antitrust partner Salomé Cisnal De Ugarte, and firmwide congressional investigations practice leader Ronak Desai, who is based across Washington DC and Los Angeles.
Cahill Gordon & Reindel
Cahill advised the lead arrangers and debt financing sources throughout the acquisition process, with a team led by corporate department co-chair Jim Clark and corporate partner Joe Slotnick. Both partners are based in New York, and sit on Cahill’s executive committee.
Wilkinson Stekloff
US litigation boutique Wilkinson Stekloff is also listed in court filings, with founding partner Beth Wilkinson and partner Rakesh Kilaru listed for Paramount Skydance, and Wilkinson also listed for Warner Bros.
The sell side
Wachtell Lipton Rosen & Katz and Debevoise & Plimpton have advised Warner Bros throughout the sale process, with a number of others brought in to assist on regulatory and antitrust matters.
Wachtell
At elite New York firm Wachtell, the lead partners were exec co-chair and corporate partner Andrew Nussbaum, alongside fellow corporate duo Karessa Cain and Hannah Clark.
Debevoise & Plimpton
Debevoise fielded a New York team led by M&A partners Jonathan Levitsky, Erik Andrén, Katherine Durnan Taylor, and technology group co-chair Gordon Moodie.
Other notable partners involved on the deal include liability management and special situations co-chair Benjamin Pedersen, leveraged and corporate finance co-chair Ryan Rafferty, global tax chair Erin Cleary, and former M&A group chair William Regner.
Covington & Burling
Covington acted as lead global regulatory counsel to Warner Bros, with a team including antitrust practice group leader Derek Ludwin and antitrust partner Ross Demain in Washington DC, and global competition and antitrust practice chair Johan Ysewyn and antitrust partner Melissa Van Schoorisse, who both split their time between London and Brussels.
Fried Frank
Fried Frank acted as antitrust counsel Warner Bros, with a team co-led by antitrust partners Kathy O’Neill in Washington DC and Aleksandr Livshits in New York, and global antitrust and competition co-chair Barry Nigro, who splits his time between DC and New York. Nigro also acted as regulatory counsel.
O’Melveny & Myers
O’Melveny also advised Warner Bros on antitrust matters relating to the deal, with a team that included trial practice chair and firm vice chair Daniel Petrocelli in Century City, and antitrust partners Julia Schiller and Peter Herrick in Washington DC and New York respectively.
MinterEllison
MinterEllison advised Warner Bros on Australian competition aspects of the deal, with a team led by competition law practice group leader Geoff Carter in Melbourne.
Other firms
A further group of firms appeared for various third parties in the California antitrust litigation surrounding the deal,
Milbank
Milbank appeared as outside counsel for the state of California, with a team including global antitrust head Adam Di Vincenzo, and partners Grant Bermann, James Weingarten, and Richard Parker in Washington DC, and Fiona Schaeffer in New York.
Arnold & Porter
Arnold & Porter represented AMC, with global antitrust and competition co-chair Michael Bernstein leading the team from Washington DC, with support on non-US matters from his fellow co-chair Niels Ersbøll, based in Brussels.
Paul Weiss
Paul Weiss represented Regal Cineworld, with a team including Washington DC antitrust partner Benjamin Gris and New York-based Jaren Janghorbani, who heads the firm’s complex commercial litigation group, co-chairs its M&A litigation practice, and sits on its executive committee.
Clifford Chance and Thompson Coburn
US broadband and cable company Charter Communications also offered filings in the litigation, represented by Clifford Chance and US national firm Thompson Coburn. US antitrust practice head Leigh Oliver appeared for CC, while Los Angeles and New York-based litigator Luke Sosnicki appeared for Thompson Coburn.
Davis Polk & Wardwell
Davis Polk advised Comcast, represented by antitrust and competition co-head Arthur Burke, who is based across New York and Northern California.
King & Spalding
King & Spalding appeared for DirecTV, which was also listed as a defendant in the case.
Coblentz Patch Duffy & Bass
San Francisco-headquartered firm Coblentz Patch Duffy & Bass represented US satellite TV provider Dish Network, with partner Thomas Andrews Harvey leading.
