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August 15, 2011 7:01 PM

Am Law Extravaganza: Seven Firms Advise on Time Warner Cable's Insight Buy

Posted by Hannah D'Apice

Time Warner Cable, the second-largest U.S. cable-television operator, will acquire Insight Communications from three private equity owners for $3 billion in cash in order to expand in the Midwest, the companies announced Monday.

New York–based Insight is the ninth-largest U.S. cable operator, with its primary customer base located in Kentucky, Indiana, and Ohio. Insight is owned by The Carlyle Group and two other private equity firms, Crestview Partners and MidOcean Partners. 

Time Warner Cable—which trails only Comcast among cable operators—said it will cut costs by about $100 million once the two companies are combined. The deal is subject to antitrust and other regulatory approvals.

A New York–based team from Paul, Weiss, Rifkind, Wharton & Garrison is advising Time Warner Cable, with corporate M&A partners Robert Schumer and Ariel Deckelbaum taking the lead. Paul, Weiss has represented Time Warner Cable and various predecessor companies in multiple transactions, including the company’s spin-off from Time Warner Inc. in 2009. Schumer and Deckelbaum were both involved in that matter.

Working with Paul, Weiss is special counsel Edwards Angell Palmer & Dodge. Edward Angell business law partners Arthur Harding and Jeffry Hardin advised Time Warner Cable on regulation, copyright, and general industry matters. Harding and Hardin were previously with the law firm Fleischman and Harding, which was Time Warner Cable’s primary cable regulatory, copyright, and special industry counsel for more than 20 years, an Edwards Angell spokesman says. Fleischman and Harding merged with Edwards Angell on February 1.

Time Warner Cable's in-house effort is being led by executive vice president and general counsel Marc Lawrence-Apfelbaum. Other members of the team include senior vice president and deputy general counsel David Christman, assistant chief counsel Nicholas Smolansky, and associate counsel Amy Rosenberg.

Dow Lohnes, in Washington, D.C., is serving as Insight's primary counsel. Partners from the firm advising on the deal include corporate group members Leonard Baxt, J. Kevin Mills, and Matthew Block; tax partners James Saxenian and Linda Fritts; communications partners Gary Lutzker and J.G. Harrington; labor and employment partner Michael Hepburn; real estate partner David Lester; and media and IT partner Peter Cassat.

The Dow Lohnes team worked with Insight senior vice president and general counsel Elliot Brecher.

Insight is a longtime Dow Lohnes client, having hired the firm for its sale to The Carlyle Group in December 2005. Dow Lohnes also advised Insight on its Midwest partnership with Comcast in April 2007, and in Carlyle's April 2010 sale of a combined 42 percent Insight stake to Crestview and MidOcean.

Debevoise & Plimpton partner and corporate chair Jeffrey Rosen led a team that advised Carlyle, assisted by tax partner Peter Furci. Davis Polk & Wardwell tax partner Kathleen Ferrell advised Crestview, and Kirkland & Ellis partners Mark Director, Daniel Michaels, and Sara Zablotney advised MidOcean.

Dewey & LeBoeuf partner Denise Cerasani represented Citigroup Global Markets, Time Warner Cable’s exclusive financial adviser. Susan Johnson is Citi's in-house counsel on the deal.

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