Practice Highlights

Behind the headlines of the most talked about deals and cases of 2014.

{ Cahill Gordon & Reindel Est. 1919 }

All the Way to 2032, Come What May — The New York Times

Cahill represented NBCUniversal in its agreement with the International Olympic Committee that extends the network’s exclusive broadcast rights for the Olympic Games to include the upcoming 2022 to 2032 games, whose sites have yet to be chosen.More

NBC and the International Olympic Committee have agreed upon a deal valued at $7.75 billion, including a $100 million signing bonus to be used for certain Olympic Games promotions between 2015 and 2020. The broadcast rights include all media platforms, including free-to-air television, subscription television, Internet and mobile, and extends NBCUniversal’s streak of having broadcast every Summer Games since 1988 and every Winter Games since 2002.

Cahill has represented NBCUniversal as a broadcast-rights holder to the Olympic Games since 1988, including the network's $4.38 billion bid in 2011 and $2.2 billion bid in 2003.

Dell in $24 Billion Deal to go Private — The New York Times

Cahill represented BofA Merrill Lynch as lead arranging bank in connection with the $7.76 billion, €1 billion and CAN$100 million in credit facilities that were used to partially fund the acquisition of Dell Inc. by Michael Dell and private equity firm Silver Lake Management LLC.More

Cahill also represented Barclays and Credit Suisse and the other initial purchasers in connection with the $1.5 billion offering of notes by a subsidiary of Dell, also used to partially fund the acquisition which has been reported to be the largest leveraged buyout completed since 2007 and among the largest U.S. buyouts completed to date.

In similar deals, Cahill is representing the lead banks in the pending $5.4 billion buyout of auto-parts maker Gates Global and represented the leading banks in acquisition financing transactions for the buyouts of H.J. Heinz, Dole Foods, Active Network, BMC Software, DuPont Performance Coatings and Supervalu’s Albertsons supermarkets.

Treasury to Sell Shares in Ally Financial IPO, Valued at up to $3.06 Billion — The Wall Street Journal

Cahill represented Citigroup Inc. and the other underwriters in the pending initial public offering of auto lender Ally Financial Inc. (formerly known as GMAC), a move by the company to reportedly improve its financial program and to repay T.A.R.P. funds allocated to it by the U.S. Treasury following the financial crisis of 2008.More

Cahill also represented the underwriters in the recent IPOs of Burlington Stores, Inc. (NASDAQ: BURL), food services giant ARAMARK (NYSE: ARMK) and Envision Healthcare (NASDAQ: EVHC).

Teva Says U.S. Attorney Investigating Marketing of Drugs — Bloomberg

Cahill is representing Teva Pharmaceuticals in expansive global investigations by the U.S. Department of Justice and the Securities and Exchange Commission in connection with possible violations of the Foreign Corrupt Practices Act (FCPA).More

In 2013, Cahill was selected as one of Law360’s top ten FCPA Powerhouse firms, described as “an elite group of 10 firms that have emerged as true leaders in the fast-growing field, earning them a spot on Law360’s inaugural list of FCPA Powerhouses.”

BofA, Citigroup, Credit Suisse Sued by FDIC Over LIBOR — Bloomberg

Cahill is representing Credit Suisse Group and its subsidiaries in civil litigations and investigations with respect to alleged manipulation of the London Interbank Offered Rate (LIBOR) and other reference rates during the financial crisis.More

More than a dozen major global financial institutions have also been named in these litigations and investigations. LIBOR supports an estimated $800 trillion in loans and securities each year, and is one of the best known and most important interest rates in the world.

Court Approves Cengage Bankruptcy Exit Plan
— The Wall Street Journal

Cahill represented Credit Suisse as administrative agent and lead arranger and Citi, Morgan Stanley, Deutsche Bank, and KKR Capital Markets as arrangers in the $1,750,000,000 Term B loan for Cengage Learning Acquisitions, Inc., a provider of print and technology-based teaching, learning, and research solutions for academic, professional, and library markets worldwide. Proceeds from the loan were used in connection with Cengage’s emergence from Chapter 11 bankruptcy.More

Cahill also represented Citi as administrative agent and collateral agent, and Citi, Morgan Stanley, Deutsche Bank, Credit Suisse and KKR Capital Markets as lead arrangers, in the $250,000,000 asset-based revolving credit agreement for Cengage Learning Acquisitions, Inc.

Cahill Associates Prevail on behalf of Pro Bono Client in Domestic Violence Case

In 2013, Cahill initiated a pro bono advocacy partnership with Sanctuary for Families, New York’s leading nonprofit dedicated exclusively to serving the needs of victims of domestic violence and sex trafficking and their children. Through the partnership, Cahill serves as general counsel to Sanctuary and Cahill lawyers serve as advocates for domestic violence victims seeking protective orders in Family Court, providing legal counseling to immigrant domestic violence victims seeking permanent resident status or citizenship, and providing legal advice to victims of domestic violence and sex trafficking outside of litigation.More

In March 2014, two Cahill associates secured a positive result in a custody, visitation, and order of protection case for our client, a severely abused Bangladeshi mother of two boys. Sanctuary for Families praised Cahill’s associates as being largely responsible for the successful outcome, and for performing “with grace under pressure in the face of a hostile adversary.”

Judge Lets U.S. Pursue $5-billion Fraud Lawsuit against S&P — Reuters

Cahill has been representing McGraw Hill Financial Inc. and its Standard & Poor’s unit in all litigations and regulatory investigations arising from S&P’s ratings of securities backed by subprime mortgages, as well as other structured finance products since the financial crisis of 2008. More

As of April 2014, Cahill has won dismissals in 27 such cases and has won all 13 of the appeals that have been decided from these dismissals. In 2013, Cahill won the dismissal of a large securities fraud action and a purported securities class action, and appeals of dismissals of three cases before the U.S. Court of Appeals for the Second Circuit, the U.S. Court of Appeals for the Ninth Circuit and the Court of Appeals of Tennessee.

Oreck Files for Bankruptcy, Eyes Sale — The Nashville Post

Cahill represented the second lien agent and second lien lender group in the Oreck vacuum bankruptcy cases in Nashville, Tennessee. Cahill advised the second lien lenders in DIP and sale processes, which included a successful auction and ultimate sale of the debtors’ assets to the owners of Hoover vacuums and related brands, in a deal that was named the 2013 Retail Manufacturing/Distribution Deal of the Year by The M&A Advisor in its 8th Annual M&A Advisor Turnaround Awards.

Judge Won't Stop Time Warner Cable from Retransmitting 'Distant' CBS, NBC Signals — Hollywood Reporter

A Cahill litigation team prevailed on behalf of Time Warner Cable Inc. in an appeal filed in the U.S. Court of Appeals for the Fifth Circuit by Nexstar Broadcasting, Inc. who alleged that a retransmission consent agreement between the parties included a geographic limitation on the markets where Time Warner could retransmit Nexstar stations’ signals.

On May 30, 2013, the Fifth Circuit affirmed the ruling of the U.S. District Court for the Northern District of Texas in Time Warner’s favor, finding that Nexstar’s consent was not limited geographically.

Deutsche Bank Wins London Compensation Suit against Sebastian Holdings — The Wall Street Journal

Since 2008, a team of Cahill litigators has represented Deutsche Bank AG in an action brought by Sebastian Holdings, Inc., an offshore investment fund run by billionaire Alexander Vik, in New York Supreme Court seeking billions of dollars of damages arising from Sebastian Holdings’ foreign exchange trading. Sebastian Holdings claims that Deutsche Bank was responsible for losses incurred in 2008. On July 2, 2013, the Appellate Division, First Department affirmed the Supreme Court’s dismissal of all of Sebastian Holdings’ non-contractual claims on the basis that Sebastian Holdings was responsible for the actions of its agent trader.More

Cahill also assisted Deutsche Bank’s barristers and solicitors in their representation of Deutsche Bank in the substantially identical action between the parties in the Commercial Court in London. Deutsche Bank commenced the London action against Sebastian Holdings to recover money owed as a result of its trading losses. In that case, Sebastian Holdings also asserted by way of counterclaim the same claims asserted in New York, seeking billions of dollars of damages from Deutsche Bank.

After a four month trial, the English Court entered a final judgment in Deutsche Bank’s favor on On November 8, 2013. Relying heavily on favorable rulings obtained by Cahill in the New York courts, the English Court rejected all of Sebastian Holdings’ counterclaims seeking $8 billion in damages, and awarded judgment in favor of Deutsche Bank in the amount of $235 million.

Year in Review: Cahill Advises on Top M&A Deals of 2013, including Seven of Eight Biggest LBOs

Reflecting its prominence in the U.S. deal markets, Cahill advised the debt financing sources on some of the top M&A deals completed in 2013, including in seven of the eight biggest leveraged buyout transactions, according to data compiled by Thomson Reuters.

Cahill represented the financing sources in the acquisition financings backing the buyouts of H.J. Heinz, Dell, BMC Software, DuPont Performance Coatings, Hub International, Gardner Denver and New Albertson's in deals that ranked among the eight largest buyouts completed in 2013, with aggregate gross debt financing proceeds of over $69.6 billion. In 2013, Cahill also represented the financing sources in many other leveraged buyouts, including: Dole Foods, Active Network, Stackpole International, CTP Transportation and One Call Care Management and Align Networks.More

Cahill lawyers were active advising on strategic M&A financings as well, including the sale by General Electric of its remaining stake of NBC Universal to Comcast Corporation for $16.7 billion, which ranked as the fifth largest M&A deal of the year according to Thomson Reuters data. In connection with that transaction, Cahill represented the book-running managers in the secondary offering of $4 billion aggregate principal amount of senior notes by NBCUniversal Enterprise, and concurrent sale by a GE subsidiary of $725 million aggregate liquidation preference of cumulative preferred stock of NBCUniversal as part of the consideration paid by Comcast. Cahill also represented the financing sources in the 2013 acquisitions of: Bausch & Lomb by Valeant Pharmaceuticals (ranked as the 12th largest M&A deal of the year), Vanguard Health Systems by Tenet Healthcare, Saks Fifth Avenue by Hudson's Bay Company, Grupo Modelo's U.S. Business by Constellation Brands and eSpeed by NASDAQ OMX Group, among others.

Since representing the financiers in KKR's historic $24.6 billion takeover of RJR Nabisco in 1988, Cahill has served as legal advisor to the financing sources in 8 of the 10 biggest buyouts completed to date (TXU, HCA, RJR Nabisco, Harrah's Entertainment, Kinder Morgan, H.J. Heinz, Alltel and First Data).