Highlighted Matters

• Representation of Benihana in connection with the successful proxy contest and shareholder vote to overturn the company’s dual-class stock structure and convert the company’s Class A common stock into regular common stock.
• Representation of Delta Air Lines, Inc. in acquisition of the Trainer oil refinery from ConocoPhillips Company.
• Representation of HDNet in a joint venture with events promoter Anschutz Entertainment Group, Ryan Seacrest’s media holding company and leading talent agency CAA to rebrand Mark Cuban’s cable channel as a destination for concerts, live events and other entertainment.
• Representation of Fortune Tobacco Corporation, the largest tobacco company in the Philippines, in creating a joint venture with the tobacco business Phillip Morris International.
• Representation of Wipro Limited in connection with its acquisition of Science Application International Corporation's global oil and gas information technology business.
• Representation of Cablevision Systems Corp. in its acquisition of Newsday from the Tribune Co.
• Representation of Burlington Coat Factory Warehouse Corp. in its $2 billion sale to Bain Capital.
• Representation of Burton Capital Management and Goodwood Funds, Inc. in two successful proxy fights involving Creo, Inc. and Cenveo, Inc.
• Representation of the Government of Jamaica in the privatization of Air Jamaica.
• Representation of United Airlines, Inc., American Airlines, Inc., Delta Air Lines, Inc., Northwest Airlines, Inc. and Continental Airlines, Inc. in the sale of their stakes in Orbitz Inc. to Cendant Corp.
• Representation of Knight Ridder, Inc. in acquisition of ABC Media, Inc. from ABC, Inc. for $1.65 billion (4 newspapers in Kansas City, Ft. Worth, Wilkes-Barre and Belleville).
• Representation of Viacom Inc., CBS Broadcasting Inc. and Paramount Pictures Corporation in over 15 separate purchases and sales of television stations in Washington, D.C., Houston, San Francisco, Providence, Boston, Miami, Tampa, St. Louis, Seattle, Philadelphia, West Palm Beach, Albany and Rochester, involving aggregate consideration in excess of $1.5 billion.
• Representation of Knight Ridder, Inc. in the sale of its cable television interests to Tele-Communications, Inc.
• Representation of MTV Networks in the creation of numerous joint ventures including, Gulf DTH (a DTH programming service in the Middle East), MTV Japan (a music television and internet programming service in Japan), MTVi, L.P. (a music internet programming service) and MTV Russia (a music programming service).
• Representation of Showtime Networks in connection with the creation of a joint venture with Smithsonian Institution to create programming channels.
• Representation of Nickelodeon in its acquisition of Neopets, Inc.
• Representation of Liechtenstein Global Trust, AG in the sale of LGT Asset Management to AMVESCAP PLC for $1.3 billion.
• Representation of Delta Air Lines Inc., Northwest Airlines Inc. and American Airlines Inc. in connection with the $1.1 billion sale of Worldspan L.P. to Travel Transaction Processing Corporation.
• Representation of Greenbriar Equity Group, in connection with its investment of over $100 million in GENCO Distribution System, Inc. the proceeds of which were used to finance GENCO’s acquisition of ATC Technology Corporation.
• Representation of Greenbriar Equity Group, in connection with its proposed acquisition of Dynamex Inc. and acquisition of PetroChoice Holdings Inc.
• Representation of Nautica Enterprises, Inc. in its $600 million merger with V.F. Corporation.
• Representation of John Varvatos in connection with buyout with Lion Capital of John Varvatos Enterprises Inc. from V. F. Corporation.
• Representation of Daimler AG in its investment in Tesla Motors, Inc.
• Representation of Mark Cuban in connection with the potential purchase of a major league baseball clubs and stadiums.
• Representation of Northwest Airlines in its acquisition of Mesaba Airlines.
• Representation of Honeywell International Inc. in the sale of two of its electronic materials businesses to a Canadian purchaser.
• Representation of ARCO Chemical Company in acquisition of ADI/TDI business from Olin Corporation for $565 million.
• Representation of Pennsylvania Enterprises (NYSE) in its merger with Southern Union Company, a $500 million cash and stock merger.
• Representation of Cenveo, Inc. in its acquisitions of envelope business of MeadWestvaco, Cadmus Communications Corporation, Printegra Corporation, and RX Label, and sale of form business to Ennis, Inc.
• Representation of Special Committees of Board of Directors of Delco Remy International, Inc. and Educate, Inc. in connection with going private merger transactions.
• Representation of the members of The New Republic LLC in connection with its sale to CanWest Global Communications Corp., representation of investors group in connection with its purchase of The New Republic LLC from CanWest Global Communications Corp. and sale of controlling interest in The New Republic to Chris Hughes.
• Representation of Nautica Enterprises in connection with a proxy fight with dissident stockholders.
• Representation of Goldman Sachs as Global Coordinator in a $900 million offering of Ordinary Shares of AMVESCAP PLC and ADRs with respect thereto.
• Representation of Merrill Lynch & Co., JP Morgan Global Securities Inc., Citigroup, Deutsche Bank Securities and Bank of America Securities LLC, as lead underwriters in connection with public offerings and Rule 144A private placements of over $11.0 billion of debt of Viacom Inc.
• Representation of UBS, JP Morgan, Bank of America and Citibank as lead underwriters in connection with over $1.5 billion public debt offerings for CBS, Inc.
• Representation of Merrill Lynch & Co. and JP Morgan as joint book running managers in a $750 million 144A and Regulation S debt offering for Panhandle Eastern Pipe Line LLC.
• Representation of JP Morgan and Merrill Lynch as lead underwriters in Depository Preferred Stock Offering for Southern Union Company.
• Representation of Paine Webber Incorporated and Alex Brown Incorporated in a $200 million Rule 144A preferred stock offering for Trans World Airlines Inc.
• Representation of Salomon Smith Barney and Bear, Stearns & Co. Inc. as joint book running managers in the initial public offering of Blockbuster Inc.
• Representation of Paine Webber Incorporated, JP Morgan Securities, Salomon Brothers and L.H. Friend, Weinress, Frankson & Presson, Inc., as lead underwriters in the initial public offering of World Airways.
• Representation of principal selling shareholder in initial public offering of Xinhua Finance Media (Chinese media company).