Mergers & AcquisitionsMedia & EntertainmentEmployee BenefitsReal EstateTax
El Rey Network and Univision Communications jointly announced
their entry into a joint venture pursuant to which Univision made a
strategic investment in El Rey, a new general entertainment,
English-language cable network geared towards young-adult, Hispanic
audiences that will launch later this year. El Rey was created by
acclaimed film director Robert Rodriguez and Paul, Weiss client
Mergers & AcquisitionsLitigation
Paul, Weiss represented Elliott Management Corp. in a $6.9
billion acquisition of BMC Software by a consortium led by Bain
Capital and Golden Gate Capital Corp. Elliott currently holds over
nine percent of BMC's common stock, making it the company's
second-largest shareholder. The transaction represents the
culmination of an activist effort that began in the summer of 2012
with a successful proxy contest in which Elliott added two
directors to BMC's Board.
Mergers & AcquisitionsTax
Liberty Media completed a transaction with investment funds
managed by, or affiliated with, Oaktree Capital Management, Apollo
Management and Crestview Partners, in which Liberty Media acquired
approximately 27.3 percent of Charter for approximately $2.6
billion. The transaction represents a price per share of $95.50.
Paul, Weiss represented Oaktree in the transaction.
Financial InstitutionsSecurities LitigationLitigation
Paul, Weiss client Bank of America Corporation (BofA) and
several of its directors and officers achieved a victory in the
United States District Court, Southern District of New York. Judge
P. Kevin Castel granted the defendants' motions to dismiss two
derivative actions alleging, among other things, that BofA's
directors and officers breached their fiduciary duties and were
unjustly enriched in connection with BofA's 2008 acquisitions of
Countrywide Financial Corporation and Merrill Lynch & Co.
Capital Markets & SecuritiesFinanceEmployee BenefitsIP TransactionsReal EstateTax
Paul, Weiss client Taylor Morrison Home Corporation, a leading
builder of single-family detached and attached homes and developer
of lifestyle and master-planned communities, closed the initial
public offering of approximately 32.8 million shares of its Class A
common stock at an initial offering price of $22.00 per share,
which included the sale of approximately 4.3 million shares
pursuant to the exercise in full of the underwriters'
over-allotment option. The sale of the Class A common stock yielded
approximately $679.5 million in net proceeds. At the initial public
offering price, the company has a market capitalization of
approximately $2.7 billion.
Pro BonoLitigationPersonal RepresentationTax
Paul, Weiss represents Edith ("Edie") Windsor in her historic
lawsuit challenging the constitutionality of the Defense of
Marriage Act (DOMA). Litigation partner Roberta Kaplan argued
the case before the United States Supreme Court on March 27, urging
the Justices to affirm the decision of the Second Circuit
Ms. Windsor spent 44 years together with her late spouse, Thea
Spyer, but was forced to pay more than $360,000 in federal estate
taxes because the federal government refused to recognize their
marriage after Ms. Spyer's death solely because of DOMA. Had Ms.
Windsor been married to a man, rather than a woman, she would not
have had to pay any federal estate tax at all.
FinancePrivate Equity Transactions
Oaktree Capital Management, L.P.'s Oaktree Enhanced Income Fund
(EIF), a private equity fund investing in leverage loan assets,
closed Oaktree Enhanced Income Funding Series II, Ltd., a $761.6
million collateralized loan type obligation. This is EIF's second
fund series, having already closed on October 26, 2012, Oaktree
Enhanced Income Funding Series I, Ltd., a $379.5 million fund.
Wells Fargo Securities, LLC and GreensLedge Capital Markets LLC
acted as placement agents.
EuropeCapital Markets & SecuritiesTax
As reported by the Financial Times, Countrywide plc
completed its listing on the London Stock Exchange and closed its
initial public offering. Countrywide was a portfolio company owned
by Oaktree, Apollo and Alchemy. The company is the largest real
estate agency in the United Kingdom. The transaction received a
significant amount of press coverage in London, in large part
because the Countrywide IPO is one of the first IPOs in London in
over a year, the offering priced at the top of the range and
interest in the company demonstrated renewed confidence in the UK
real estate sector and by extension the UK economy.