The Work

January 10, 2011 5:24 PM

Am Law After Dark: Six Firms Advise on Playboy Going-Private Bid

Posted by Brian Baxter

UPDATE: 1/12/11, 12:27 p.m. The second-to-last paragraph of this story has been updated to reflect Dewey & LeBoeuf's involvement for Lazard, financial adviser to Playboy on the deal.

Playboy magazine founder Hugh Hefner is teaming up with Birmingham, Mich.-based private equity firm Rizvi Traverse Management to take the publisher private in a deal valuing the media company at about $207 million, according to the Los Angeles Times. Six Am Law 100 firms are providing outside counsel to various parties on the transaction.

Skadden, Arps, Slate, Meagher & Flom M&A partner Rodd Schreiber in Chicago and banking partner David Kitchen in Los Angeles are leading a team from the firm advising Playboy Enterprises. The firm has previously represented Chicago-based Playboy on its acquisition of several private companies and a $115 million secured high-yield debt offering. (It's been a busy deal day for Skadden--the firm is also advising DuPont on its $5.8 billion acquisition of Denmark's Danisco and serving as regulatory counsel on Duke Energy's $13.7 billion merger with Progress Energy.)

HughHefner Playboy's longtime general counsel is Howard Shapiro. The chairman of a special committee of Playboy's independent board of directors is Sol Rosenthal, currently entertainment counsel with Arnold & Porter in Los Angeles. Rosenthal has served on Playboy's board since 1985. (Another former Playboy director, Jerome Kern, once worked at Baker Botts and briefly took over the company in 2009 after Hefner's daughter, Christie, stepped down as CEO.)

In a statement from Playboy on Monday announcing the going-private transaction, Rosenthal said that the board had determined that the deal was in "the best interests of the company's public stockholders."

Kaye Scholer corporate and finance partners Barry Dastin and Russ Cashdan in Los Angeles are advising Playboy's board on the deal. Hefner (pictured here) has turned to a team of lawyers from Munger, Tolles & Olson led by corporate partners Robert Knauss, Brett Rodda, and Maria Seferian, tax partner David Goldman, and real estate associate Benjamin Howell.

Heffner announced his intention to acquire any outstanding shares of Playboy he didn't already own last summer. In that statement, the company's founder, editor-in-chief, and chief creative officer disclosed that he owned almost 70 percent of Playboy's Class A stock and nearly 30 percent of its Class B stock. The going-private deal will see Icon Acquisition Holdings, a limited partnership controlled by the newly engaged Hefner, acquire all of those shares he doesn't own to take full control of Playboy.

Hefner's bid is being backed by Rizvi Traverse, which The Wall Street Journal noted last year is no stranger to entertainment deals. Founded by Suhail Rivzi and John Giampetroni, Rizvi Traverse has offices in Los Angeles and New York. Members of its investment team include former Clifford Chance partner Viqar Shariff and Christopher Hopkins, a former lawyer at Simpson Thacher & Bartlett. (The offer by Hefner and Rizvi Traverse tops a previous bid for Playboy by FriendFinder Networks, owner of adult magazine Penthouse.)

Sheppard, Mullin, Richter & Hampton is advising Rizvi Traverse on the deal. The firm's team was led by corporate partner David Sands and consists of public companies head John Tishler, finance and bankruptcy partner Brent Horstman, corporate and securities litigation head John Stigi III, tax partner D. Matthew Richardson, real estate partner James Lonergan, labor and employment head Jennifer Redmond, corporate counsel Will Chuchawat, and associates Edwin Astudillo, Michael Chan, Jeralin Cardoso, Jennifer Lee, and Shane Noworatzky.

Gibson, Dunn & Crutcher M&A cochair Dennis Friedman and corporate partner Eduardo Gallardo in New York are advising Lazard, the financial adviser to Playboy. Dewey & LeBoeuf corporate partners Denise Cerasani and H. Sean Wee are also advising Lazard.

The deal is expected to close on January 21.

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