S&C Advises AT&T on Phone Tower Deal: Business of Law
Sullivan & Cromwell LLP and Bryan Cave LLP advised AT&T Inc. (T) in an agreement to sell or lease 9,700 wireless towers to Crown Castle International Corp. (CCI) for $4.85 billion, giving it extra cash as it considers a European expansion.
Cravath, Swaine & Moore LLP represented Crown Castle.
The S&C team includes corporate partners Eric Krautheimer, Joseph Frumkin, Arthur Adler and Anthony Colletta. Partner Bob Downes also worked on the deal on financing matters. Bryan Cave LLP partners Daniel F. Cullen and Philip B. Wright provided tax counsel to AT&T as part of the transaction.
The Cravath team included partners Stephen L. Burns, Erik R. Tavzel and Johnny G. Skumpija.
The deal makes AT&T, the largest U.S. phone company, the latest carrier to offload towers to independent operators, allowing the company to focus on growth areas or more profitable parts of the business.
The money will bolster AT&T’s balance sheet as it undertakes a $14 billion network upgrade, plans a stock buyback that may top $11 billion and contemplates acquisitions in Europe. AT&T Chief Executive Officer Randall Stephenson spoke at a carrier industry event in Brussels this month, outlining a wish list of wireless policy changes that could make the region a more attractive market.
Crown Castle will buy 600 AT&T towers and get the exclusive right to lease and operate about 9,100 others for an average of 28 years, the companies said. Crown Castle said it will have the option to buy the leased towers for $4.2 billion beginning in 2032.
Crown Castle and top competitor American Tower Corp. (AMT) have been increasing their role in the wireless industry, with many carriers selling their cell sites to the companies and leasing space back.
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Law Firm News
Singapore Says Clifford Chance Publicity Statements ‘Inaccurate’
Senior officials in Singapore’s law ministry have told Clifford Chance LLP that statements implying the firm can now practice litigation in the city should be stopped, Law Minister K. Shanmugam said in parliament yesterday.
“Specific areas of domestic law work such as litigation, criminal law, family law and conveyancing are ring-fenced and can only be handled by Singapore law firms through lawyers called to the Singapore bar,” Shanmugam said.
Singapore law practices and foreign law practices based in Singapore may collaborate as two free-standing firms under a law alliance. Such law alliances must exercise restraint in publicity and avoid “clever wordplay,” according to Shanmugam.
Clifford Chance said in a December 2012 statement that it received approval from Singapore regulators to become the city’s first full-service law practice after forming an alliance with Cavenagh Law LLP.
Clifford Chance said in an e-mailed statement that its local litigation representation was happening through Singapore-based Cavenagh and that the alliance has at all times fully complied with all applicable regulations.
Squire Sanders Forms Association With Ukraine Law Firm
Squire Sanders LLP and Ukrainian law firm Salkom LLC agreed to a formal international association after collaborating for more than 15 years.
The firms will share a joint platform called “Squire Sanders-Salkom International Association.” Salkom is the first Ukrainian law practice to establish such an association with an international firm, according to Squire Sanders.
The new venture will draw from 30 qualified lawyers with experience in all areas of Ukrainian law and cross-border advice, including corporate, dispute resolution and regulatory, the firm said.
“Law firms that wish to grow as global businesses can never lose sight of the importance of local knowledge and local reputation,” James J. Maiwurm, chairman and chief executive officer of Squire Sanders, said in a statement. “In Ukraine, we have a great team and now, with our new association there, have what will prove to be a market-leading local resource with a thoroughly international outlook.”
Squire Sanders has more than 1,300 lawyers in 39 offices in 19 countries.
Bingham Expands Antitrust & Competition Practice in London
Frances Murphy, Jones Day’s former London competition practice head, joined Bingham McCutchen LLP’s antitrust, competition and trade regulation practice group in London.
Murphy has represented clients in contentious and non-contentious EU and domestic competition matters. Her clients include AstraZeneca Plc, London Metal Exchange, Ryder Systems Inc., Sanofi-Aventis, SES and WL Ross. Her representations have included cartels, dawn raids, dominance, pricing, discounts, promotions, parallel trade and refusals to supply, the firm said.
“Frances is a terrific addition to our strong team of antitrust lawyers worldwide,” Richard Taffet, a senior litigator, said in a statement. “Her arrival further enables us to leverage our U.S. and Japanese antitrust and competition law practice to quicken the pace of cross-border coordinated antitrust representations for clients.”
Bingham has about 1,000 lawyers in 14 offices in the U.S., Europe and Asia.
Stoel Rives Hires Departing FERC Chairman Jon Wellinghoff
Jon Wellinghoff, the chairman of the Federal Energy Regulatory Commission, will join Stoel Rives LLP after completing his service at FERC.
Wellinghoff was named to the post by President Barack Obama in 2009 after joining the commission in 2006. He’s a former consumer advocate for Nevada and helped write the state’s law requiring that utilities get a portion of their electricity from renewable sources.
Wellinghoff submitted his resignation from FERC, which regulates wholesale power markets and rates for interstate oil and natural-gas pipelines, to the president on May 28. No date has been announced for his departure from the agency.
Stoel Rives has almost 400 lawyers at 11 offices in seven states and a satellite office in Washington.
Bracewell & Giuliani Adds IP Partner Mutterperl in New York
Trademark attorney Mark N. Mutterperl joined the New York office of Bracewell & Giuliani LLP as a partner and will work with the brand protection and the IP litigation practices.
Mutterperl, who was previously at Norton Rose Fulbright LLP, focuses on brand protection and intellectual property. He enforces trademark rights against infringement, dilution and counterfeiting, and oversees counterfeiting and other investigations, the firm said.
He also manages trademark portfolios, providing counsel on trademark and domain name registration and enforcement, while handling trademark selection, investigation and prosecution before the Trademark Trial and Appeal Board.
“The addition of Mark to the New York office brings our IP team coast to coast and significantly enhances our trademark practice,” Jeffrey S. Whittle, head of the firm’s technology law practice, said in a statement.
Ex-Credit Suisse Alternative Investment Director to Lowenstein
Lowenstein Sandler LLP said Edward S. Nadel is joining its investment management group as senior counsel from Star Mountain Capital LLC, where he was general counsel and chief compliance officer.
Before that, the firm said, he was director of alternative investments at Credit Suisse Group AG, responsible for the structuring and development of private-equity funds, hedge funds, mutual funds, joint ventures, funds of funds and employee plans.
At Lowenstein Sandler, Nadel will counsel clients on fund formation and structuring, fund transactions, and regulatory and compliance matters.
“We are thrilled to have Ed join us, and he will be a valuable asset to our firm, serving our most sophisticated investment management clients,” Robert G. Minion, chairman of Lowenstein Sandler’s investment management group, said in a statement.
Lowenstein has lawyers at offices in New York, New Jersey and Palo Alto, California.
Detroit Retiree Lawyer Says Pensions Live Even If City Dies
Detroit’s retired municipal workers can never have their pensions legally reduced, even if a disaster makes the city “cease to exist,” a retirees’ lawyer told a judge.
Should the bankrupt city be left with only one citizen to pay taxes, the city would still have an obligation to keep paying monthly pensions, attorney Thomas R. Morris, who represents an association of retirees, said yesterday in court.
“If the city of Detroit were to cease to exist,” Michigan’s constitution would still require the pensions to be paid, Morris told U.S. Bankruptcy Judge Steven Rhodes in the next-to-last round of legal arguments about whether the city should be thrown out of bankruptcy. In that situation, Michigan would face a constitutional crisis, Morris said.
Employees and retirees are fighting to end the city’s $18 billion bankruptcy, saying the case illegally threatens protected benefits. Detroit and its critics return to court Oct. 23 for a multiday trial in which city and state officials, including Michigan Governor Rick Snyder, may testify about whether the bankruptcy case should continue.
To remain in bankruptcy, the city must show that it either tried to negotiate with creditors or talks were impractical, that it intends to develop a plan to adjust its debt and that it was authorized by the state to file the case.
As part of the trial, Rhodes asked lawyers on both sides to present evidence about why state lawmakers added a spending provision to the emergency manager law adopted last year.
Union and retiree lawyers claim that law, PA 436, is invalid because the Michigan Legislature adopted it with minor changes after voters rejected the measure in a statewide referendum. Because the emergency manager who put Detroit under court protection was appointed under that law, the bankruptcy should be thrown out, critics argue.
Earlier this month, Snyder testified under oath about why he authorized the state-appointed emergency manager, Kevyn Orr, to file the bankruptcy. That testimony was videotaped. One of the city’s unions has subpoenaed Snyder to testify in court.
Detroit filed the biggest U.S. municipal bankruptcy amid negotiations between Orr, bondholders, public workers and retirees. Orr said six decades of economic decline left Detroit unable to fully pay creditors, including retired workers, and still provide necessary services.
The case is City of Detroit, 13-bk-53846, U.S. Bankruptcy Court, Eastern District of Michigan (Detroit).
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