Media and Entertainment


Sidley has a long tradition of helping media and entertainment clients navigate the legal and business complexities of content creation, aggregation and distribution. Our lawyers, strategically located in industry hubs such as Century City, Los Angeles, Palo Alto, New York, London, mainland China and Hong Kong, assist with significant financing and M&A transactions, high-profile litigation, cutting-edge distribution deals, tax matters, restructurings and regulatory matters, including before the FCC, FTC and other supervisory agencies throughout the world. We represent a broad spectrum of domestic and international clients in the media space, such as financiers, major motion picture studios and independent production companies, television networks and production companies, digital aggregators and distributors, technology companies, music companies, and interactive and social media companies.

We make it a point to understand our clients and their businesses and to gather deep market and deal intelligence. In short, we bring value to our clients by being more than just legal advisors. Specific areas of our exceptional market, deal, business and legal experience include the following:

  • Global finance leader. Our lawyers have represented lenders, investors and borrowers in a wide variety of financing transactions, as well as other transactions involving the financing of intellectual property royalties and revenue streams. As a recognized leader in the area of film finance and financings involving television and music revenues, we have represented commercial banks, private equity funds, hedge funds, family offices and high-net worth individuals as senior lenders, mezzanine lenders and equity investors. We guide our borrower clients through the structuring and negotiation of working capital revolving and term facilities, leveraged acquisition and recapitalization facilities and spin-off financings. Our experience includes slate financing transactions, single picture financings, library and other content acquisition financings, ultimates financings, P&A financings, “gap” and “super gap” financings, and co-financing arrangements with major studios and other parties. We also represent various parties involved in troubled credits, including in- and out-of-court restructurings and workouts, Section 363 sales and acquisitions, committee representations and debtor-in-possession and plan confirmation exit facilities.
  • High-end and premium middle-market M&A transactional work. We have been involved in transactions that have altered the shape of the media and entertainment landscape. Our lawyers represent strategic and financial media and entertainment buyers in all forms of M&A transactions, both public and private, ranging in size from a few million dollars to more than a billion. We also represent sellers in media and entertainment focused M&A transactions, including closely held family businesses, portfolio companies and strategic combinations. Our lawyers work closely with clients in analyzing troubled media asset opportunities and represent buyers in 363 transactions and debt holders in take-control transactions. We support our media focused practitioners with a full suite of supporting legal disciplines, including tax, employment, benefits, intellectual property, antitrust and capital markets.
  • Digital media experience. We are well-versed in the legal issues spawned by the digital age. Our team includes some of the most highly regarded technology lawyers in California who negotiate all aspects of transactions related to digital media, as well as litigators who regularly handle cases arising out of digital content. We have particular experience with digital media distribution deals with leaders in the movie, television, music and publishing industries; development and distribution deals for massively-multiplayer online and other video games; licensing deals for the technologies employed to enable or facilitate the distribution of digital media; and development and licensing deals for the consumer platforms through which digital media is accessed.
  • Extensive litigation capabilities. Our lawyers aggressively advocate on behalf of our clients in complex, mission critical disputes. We provide in-depth, pre-litigation guidance and endeavor to balance business objectives with dispute resolution opportunities. Where litigation is called for or otherwise arises, we handle cases on behalf of our plaintiff and defendant clients at both the trial and appellate level, including several cases before the Supreme Court. This includes matters involving “bet the company” breach of contract and tort matters, profit participation and accounting practices disputes, copyright and theft of idea, trademark infringement, patent litigation, trade secrets and unfair competition, libel and First Amendment cases. We have successfully defended more than 100 defamation and privacy-related cases.
  • Regulatory agency insight. We are especially well-suited to handle regulatory matters worldwide on behalf of our media and entertainment clients. Our lawyers have substantial experience with virtually every subject investigated by the FCC, FTC and other governmental agencies worldwide, including content regulation, e-commerce and online marketing laws and policies, privacy matters and data security and breaches, false advertising, equal access, net neutrality, ownership restrictions, political broadcasting, Equal Employment Opportunity requirements, children’s television, copyright and ICANN rules.
  • Mass media acumen. Members of Sidley’s media and entertainment group handle a wide range of litigation and regulatory issues in connection with federal, state and municipal regulation of out-of-home (OOH) signage. We represent one of the world’s largest OOH companies, as well as industry coalitions and municipalities, in an array of sign-related matters. In addition, we defend OOH advertisers’ constitutional rights to free speech, freedom of contract, just compensation and due process. Our lawyers have successfully challenged unconstitutional municipal sign regulations, opposed unlawful taxation of outdoor signage and defended clients’ property rights. Through litigation and regulatory engagement, we secure and defend clients’ rights to deploy digital billboard technologies in numerous jurisdictions. Our team also collaborates with lawyers from the firm’s other practice groups to provide solutions to intellectual property, data privacy and other cutting-edge legal issues faced by today’s OOH media companies.

Recognition for our lawyers
Sidley’s strong advocacy on behalf of our media and entertainment clients has earned our lawyers acknowledgement in numerous industry publications and legal directories, including U.S. News – Best Lawyers, Chambers USA, The Legal 500 and Benchmark Litigation. Members of our team have been named a “Top 100 Power Lawyer” on numerous occasions by The Hollywood Reporter, a “Hollywood Dealmaker” and Legal Impact Report honoree on numerous occasions by Variety magazine, and a top 50 entertainment lawyer by the Daily Journal. In 2016, The Recorder recognized Sidley as the Entertainment Litigation Department of the Year for the firm’s commitment to delivering “exceptional results on its clients’ most critical and challenging matters” in California.

Sidley has a long tradition of helping media and entertainment clients navigate the legal and business complexities of content creation, aggregation and distribution. Our lawyers, strategically located in industry hubs such as Century City, Los Angeles, Palo Alto, New York, London, mainland China and Hong Kong, assist with significant financing and M&A transactions, high-profile litigation, cutting-edge distribution deals, tax matters, restructurings and regulatory matters, including before the FCC, FTC and other supervisory agencies throughout the world. We represent a broad spectrum of domestic and international clients in the media space, such as financiers, major motion picture studios and independent production companies, television networks and production companies, digital aggregators and distributors, technology companies, music companies, and interactive and social media companies.

We make it a point to understand our clients and their businesses and to gather deep market and deal intelligence. In short, we bring value to our clients by being more than just legal advisors. Specific areas of our exceptional market, deal, business and legal experience include the following:

  • Global finance leader. Our lawyers have represented lenders, investors and borrowers in a wide variety of financing transactions, as well as other transactions involving the financing of intellectual property royalties and revenue streams. As a recognized leader in the area of film finance and financings involving television and music revenues, we have represented commercial banks, private equity funds, hedge funds, family offices and high-net worth individuals as senior lenders, mezzanine lenders and equity investors. We guide our borrower clients through the structuring and negotiation of working capital revolving and term facilities, leveraged acquisition and recapitalization facilities and spin-off financings. Our experience includes slate financing transactions, single picture financings, library and other content acquisition financings, ultimates financings, P&A financings, “gap” and “super gap” financings, and co-financing arrangements with major studios and other parties. We also represent various parties involved in troubled credits, including in- and out-of-court restructurings and workouts, Section 363 sales and acquisitions, committee representations and debtor-in-possession and plan confirmation exit facilities.
  • High-end and premium middle-market M&A transactional work. We have been involved in transactions that have altered the shape of the media and entertainment landscape. Our lawyers represent strategic and financial media and entertainment buyers in all forms of M&A transactions, both public and private, ranging in size from a few million dollars to more than a billion. We also represent sellers in media and entertainment focused M&A transactions, including closely held family businesses, portfolio companies and strategic combinations. Our lawyers work closely with clients in analyzing troubled media asset opportunities and represent buyers in 363 transactions and debt holders in take-control transactions. We support our media focused practitioners with a full suite of supporting legal disciplines, including tax, employment, benefits, intellectual property, antitrust and capital markets.
  • Digital media experience. We are well-versed in the legal issues spawned by the digital age. Our team includes some of the most highly regarded technology lawyers in California who negotiate all aspects of transactions related to digital media, as well as litigators who regularly handle cases arising out of digital content. We have particular experience with digital media distribution deals with leaders in the movie, television, music and publishing industries; development and distribution deals for massively-multiplayer online and other video games; licensing deals for the technologies employed to enable or facilitate the distribution of digital media; and development and licensing deals for the consumer platforms through which digital media is accessed.
  • Extensive litigation capabilities. Our lawyers aggressively advocate on behalf of our clients in complex, mission critical disputes. We provide in-depth, pre-litigation guidance and endeavor to balance business objectives with dispute resolution opportunities. Where litigation is called for or otherwise arises, we handle cases on behalf of our plaintiff and defendant clients at both the trial and appellate level, including several cases before the Supreme Court. This includes matters involving “bet the company” breach of contract and tort matters, profit participation and accounting practices disputes, copyright and theft of idea, trademark infringement, patent litigation, trade secrets and unfair competition, libel and First Amendment cases. We have successfully defended more than 100 defamation and privacy-related cases.
  • Regulatory agency insight. We are especially well-suited to handle regulatory matters worldwide on behalf of our media and entertainment clients. Our lawyers have substantial experience with virtually every subject investigated by the FCC, FTC and other governmental agencies worldwide, including content regulation, e-commerce and online marketing laws and policies, privacy matters and data security and breaches, false advertising, equal access, net neutrality, ownership restrictions, political broadcasting, Equal Employment Opportunity requirements, children’s television, copyright and ICANN rules.
  • Mass media acumen. Members of Sidley’s media and entertainment group handle a wide range of litigation and regulatory issues in connection with federal, state and municipal regulation of out-of-home (OOH) signage. We represent one of the world’s largest OOH companies, as well as industry coalitions and municipalities, in an array of sign-related matters. In addition, we defend OOH advertisers’ constitutional rights to free speech, freedom of contract, just compensation and due process. Our lawyers have successfully challenged unconstitutional municipal sign regulations, opposed unlawful taxation of outdoor signage and defended clients’ property rights. Through litigation and regulatory engagement, we secure and defend clients’ rights to deploy digital billboard technologies in numerous jurisdictions. Our team also collaborates with lawyers from the firm’s other practice groups to provide solutions to intellectual property, data privacy and other cutting-edge legal issues faced by today’s OOH media companies.

Recognition for our lawyers
Sidley’s strong advocacy on behalf of our media and entertainment clients has earned our lawyers acknowledgement in numerous industry publications and legal directories, including U.S. News – Best Lawyers, Chambers USA, The Legal 500 and Benchmark Litigation. Members of our team have been named a “Top 100 Power Lawyer” on numerous occasions by The Hollywood Reporter, a “Hollywood Dealmaker” and Legal Impact Report honoree on numerous occasions by Variety magazine, and a top 50 entertainment lawyer by the Daily Journal. In 2016, The Recorder recognized Sidley as the Entertainment Litigation Department of the Year for the firm’s commitment to delivering “exceptional results on its clients’ most critical and challenging matters” in California.

Experience

Recent representative matters:*

TRANSACTIONS

Financing:

  • Fortress Investment Group in the provision of a term loan (with an equity kicker) to Legendary Pictures and its provision of a term loan (with an equity kicker) to Village Roadshow.
  • Relativity Media:
    • Multiple nine-figure syndicated P&A credit facilities.
    • Nine-figure syndicated Ultimate’s credit facility.
    • Nine-figure corporate reorganization/recapitalization, including syndicated senior and mezzanine credit facilities.
  • Leftfield Entertainment in an eight-figure syndicated acquisition facility.
  • Lightworkers Media in an eight-figure P&A arrangement with Fox
  • Comerica in connection with several syndicated senior credit facilities and numerous single picture loan agreements.
  • Univision Communications in connection with its multibillion-dollar senior secured credit facilities.
  • An administrative agent in a nine-figure secured credit facility for a motion picture studio with loans supported by a borrowing base consisting of receivables arising under distribution and licensing agreements, production benefits and a production credit.
  • An administrative agent in a nine-figure million facility for a newly formed borrower to finance such borrower’s obligations under a co-financing arrangement for a slate of films produced by a major studio.
  • A hedge fund in its nine-figure purchase of “Gross Corridor Notes” issued by an entity which entered into a revenue participation agreement with a major studio.
  • An administrative agent in a nine-figure million revolving credit and term loan facility for a media company that owns television stations and publications.
  • A film production company in connection with its single picture capital financings.
  • A finance company that is a specialty lender for film tax credits.
  • A hedge fund in its nine-figure term loan to the holder of a globally-recognized trademark, the loan is secured by the licensing revenues derived from such trademark.

M&A/Corporate:

  • ZelnickMedia in its acquisitions of Cast & Crew, Inc. and Alloy, Inc., and Alloy, Inc. in its sale of Alloy Entertainment to Warner Bros. Television, and ZelnickMedia in its disposition of Cast & Crew, Inc.
  • Fortress Investment Group:
    • Nine-figure acquisition of Revolution Studios.
    • Preferred and common stock investment in SESAC Holdings, which partially financed the acquisition of SESAC by Rizvi Traverse.
  • Entertainment One Limited in the nine-figure acquisition of a 51% interest in The Mark Gordon Company.
  • One Three Media (a joint venture between Mark Burnett and Hearst Entertainment), Mark Burnett Productions, Lightworkers Media, and their principals in the nine-figure disposition of a 55% interest to MGM.
  • Leftfield Entertainment:
    • Nine-figure disposition of an 80% interest to ITV plc.
    • Eight-figure acquisition of a controlling interest in Sirens Media.
    • Establishment of a joint venture with Crybaby Media LLC.
  • One Three Media in the acquisition of a minority interest in Lucha Libre FMV LLC.
  • Bunim Murray Productions and its principal in the nine-figure disposition of a controlling interest to Banijay Entertainment.
  • Mark Burnett Productions and its principal in the establishment of a joint venture with Hearst Entertainment.
  • Discovery Communications in its Japanese joint venture with JCom and its operations in Southeast Asia.
  • Facebook in various service offerings and related commercial deals.
  • Fuji Music Group, Inc., a Fuji Media Holdings, Inc. company, in numerous United States acquisition transactions.
  • International Game Technology in its ten-figure sale to GTECH S.p.a. and in its purchase of Double Down Interactive, a leading developer of casino-style Facebook games.
  • Warner Bros. on tax and corporate matters for more than 25 years, including its longstanding joint venture with Village Roadshow Entertainment Group.
  • Tribeca Enterprises, operator of a network of branded entertainment businesses, including the Tribeca Film Festival, in its joint venture with Lionsgate for the launch of the “Tribeca Short List” online subscription video-on-demand video service.
  • SEGA Networks in its acquisition of Demiurge Studios, a developer of mobile, console and PC games.

Other, including Distribution:

  • Entertainment One Limited in a long-term distribution arrangement with The Mark Gordon Company.
  • One Three Media:
    • Multi-property distribution arrangement with Netflix.
    • Multi-year arrangement with Procter & Gamble to produce and exploit the People’s Choice Awards.
    • Straight-to-series long-term licensing arrangement with NBCU for the financing, production and exploitation of “A.D.”
    • Long-term distribution arrangement with MGM.
  • Amazon.com, Inc. and Amazon Studios in transactions concerning the distribution of digital video service offerings, including the financing and production of original content.
  • Microsoft Corporation in transactions with major U.S. film studios involving the distribution of film and television content through Microsoft’s Xbox Video service.
  • Universal Studios Japan in acquiring theme park rights to “Wizarding World of Harry Potter” from affiliates of Warner Bros.

Reorganizations, 363 Sales and Debt to Equity Arrangements: 

  • JPMorgan in the restructuring of MGM Studios.
  • Holders with nine-figure claims against Ft. Meyers Acquisition Limited Partnership, an indirect subsidiary of Adelphia Communications Corporation, in the Chapter 11 proceedings of Adelphia Communications and its affiliates. 
  • GE Capital Corp. as agent to the nine-figure senior credit facility in the Chapter 11 cases of Communications Corporation of America and its affiliates. 
  • GE Capital Corp. as agent under the senior secured credit agreement with nine-figure claims in connection with the Chapter 11 proceedings of Cygnus Business Media and its affiliates.
  • Creditors’ Committee in the Chapter 11 proceedings for Franchise Pictures LLC and its affiliates. 
  • The agent for a senior debt syndicate with nine-figure secured claims in the Chapter 11 proceedings of NextMedia Group, Inc. and its affiliates. 
  • Lee Enterprises in connection with its pre-packaged Chapter 11 cases. 
  • Tribune Company and its affiliated debtors in their Chapter 11 proceedings in the United States Bankruptcy Court for the District of Delaware.
  • GE Capital Corp. as agent for an eight-figure senior secured loan in connection with a sale of substantially all of the assets of USA Media Group. 

LITIGATION 

  • A&E Television Networks, LLC: 
    • Copyright infringement action in the Southern District of New York arising out of the A&E docu-series “Married at First Sight.”
    • Represented in Nevada state court in an action brought by the former manager of the cast of the popular cable unscripted program, Pawn Stars. Plaintiff and his company alleged that AETN orchestrated his termination by the cast. Plaintiff sought a percentage of all of the earnings of the cast since his termination and into the future. The case resolved on favorable terms to our client.
  • Capitol Records LLC in multiple class actions in the Northern District of California related to alleged underpayment of royalties to former and current artists and producers. 
  • HarperCollins in a defamation action arising out of the book Hope Beyond the Fences 
  • Penguin Random House in a long-running multi-count case arising from the book The Accidental Billionaires and the Columbia Pictures film The Social Network.
  • Macmillan Publishers in a series of antitrust actions regarding pricing of online books.
  • A U.S. Supreme Court victory for Fox Television Stations on due process grounds, regarding whether the FCC could fine Fox for “fleeting expletives” spoken by presenters on a live awards show.
  • All of the major recorded music and music publishing companies in litigation to enforce their copyrights against infringers, including matters involving application of the complex ephemeral use doctrine under copyright law.
  • BBC Worldwide in an arbitration regarding the jingle used for BBC Radio 2.
  • Random House in a putative class action arising out of publication of the book Every Second Counts by Lance Armstrong.
  • Random House and Sesame Workshop before the U.S. Court of Appeals for the Ninth Circuit in an oft-cited copyright case regarding the standard for analysis of infringement claims.
  • AT&T and its advertising agency in a copyright lawsuit challenging the jingle used in AT&T’s True Voice campaign.
  • IMAX Corporation in trade secret theft litigation in which Chinese nationals stole the core aspects of IMAX’s digital projection system and film conversion technologies and obtained international injunctive relief.
  • DIRECTV in “first impression” lawsuit by the FTC for alleged deceptive advertising and violations of the Restore Online Consumer Confidence Act spanning the last decade.
  • Sony Pictures in “theft of idea” case brought over the creation of hit TV show “The Talk.”
  • Fox and NBC in national class action alleging that promotional text message games on TV shows “American Idol” and “Deal or No Deal” violated state and federal gambling laws.
  • Steve Madden in right of publicity cases relating to high-end celebrity shoe naming. 
  • Lead trial counsel in private eye to the stars Anthony Pellicano’s criminal RICO and wiretapping trial.
  • Class of retired NFL football players in successful lawsuit against their union, the NFLPA, for failure to pay royalties for the use of their images in commercial ventures, including EA’s Madden football video game. 
  • Online music pioneer Musicmatch in bet-the-company patent litigation against CD database owner Gracenote, which allowed acquisition by Yahoo!
  • TurboTax-maker Intuit in high-profile false advertising injunction trial against H&R Block over national TV ad campaign. 
  • Clear Channel Outdoor, Inc. in action to enforce settlement agreement seeking to compel the removal of digital and static billboards in the city of Jacksonville.
  • Clear Channel Outdoor, Inc. in putative state law class action arising out of the advertizing of tribal gambling in Florida.
  • City of Cleveland against Constitutional challenge to the legality of its outdoor advertising code.

REGULATORY 

  • AT&T: 
    • With respect to the Open Internet Order issued by the Federal Communications Commission and other “net neutrality” issues. 
    • Actions brought by the FTC and FCC challenging AT&T’s marketing practices with regard to unlimited data plans.
    • Before the FCC in the Broadcast Television Spectrum Incentive Auction. 
    • In FCC “spectrum aggregation” proceedings, in which the FCC is developing rules governing the amount of spectrum that any one mobile provider may hold.
    • Before the FCC and the U.S. Department of Justice in connection with AT&T’s eleven-figure acquisition of satellite television provider DIRECTV. 
  • DIRECTV: 
    • Before a Florida federal court in a false advertising case brought by Miami-Dade County.
    • In a multi-state investigation involving advertising and related marketing practices.
    • Throughout a two-year, nationwide consumer protection investigation that was settled on terms that were virtually identical to the multi-state settlement. 
  • FTC: 
    • Achieved a victory on behalf of Ameriquest Mortgage Company limiting financial and injunctive relief sought in Do Not Call violations.
    • Negotiated a settlement for Blue Hippo Company in an action brought by the FTC related to disclosure of the terms and conditions of the company’s computer sales program.
  • Bally Total Fitness: 
    • In an investigation under the Texas Unfair and Deceptive Acts and Practices statute and health club law in which we negotiated a favorable settlement for Bally.
    • In more than a dozen state attorney general matters related to advertising and consumer finance.
  • Ticketmaster in an investigation by multiple state attorneys general related to the company’s resale ticketing practices, resulting in settlements that preserved Ticketmaster’s resale ticketing model.
  • SiriusXM Radio in a consumer protection matter involving advertising and auto-renew subscriptions.
  • Bridgepoint Education in a settlement with the Iowa Attorney General regarding marketing and financing of Bridgepoint’s higher education programs.
  • A global marketing and loyalty services company and its subsidiaries in a multi-state regulatory inquiry that we successfully settled.

*Some of the above matters were handled by our lawyers prior to joining Sidley Austin LLP. 

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