Concentration

Summary

Lee D. Charles is partner in charge of the New York office of Baker Botts. He has devoted more than 20 years to representing publicly held and privately owned companies in mergers and acquisitions, joint ventures and capital-raising activities, both in the United States and internationally.

Much of his practice has involved representing industry leaders in the media and communications, chemicals, industrial products, and sports and entertainment sectors. He has been described by clients as an “exceptionally talented, creative problem solver.” (The Legal 500 US-2011)

In addition to his transactional work, Mr. Charles regularly counsels public companies and their directors in connection with a wide variety of matters, including compliance with federal securities laws and corporate governance. He has extensive experience counseling clients in transactions involving special committees formed to deal with interested party or conflict of interest issues, including several “going private” and other transactions involving control shareholders.

Representative Engagements

Mergers and Acquisitions

• Mediacom Communications Corporation – $370 million “going-private” transaction by control shareholder
• Red Man Pipe & Supply Company – business combination with McJunkin Corporation in a transaction valued at over $1 billion
• OpenTV, Inc – $215 million “going-private” transaction by Kudelski SA via a tender offer
• Liberty Media Corporation – acquisitions of Provide Commerce, Inc. and Ascent Entertainment Group, Inc.
• Akzo Nobel, N.V. – acquisitions of Chemcraft International, Inc. and Covance Biotechnology Services, Inc.
• OpenTV Corp. – acquisitions of Wink Communications, Inc., ACTV, Inc. and BettingCorp, Ltd.
• Liberty Media Corporation – acquisition of Liberty Digital, Inc. in a “going-private” transaction
• Akzo Nobel , N.V. – sale of joint venture interest in Flexsys, N.V., a manufacturer and supplier of rubber processing chemicals 
• Liz Lange LLC – sale of Liz Lange Maternity brand to Bluestar Alliance
• Mediacom Communications Corporation – $180 million redemption of Morris Communications’ equity stake in Mediacom in a transaction structured as a “cash-rich split off”
• Discovery Communications, Inc. – acquisition of The Learning Channel, Inc.
• Akzo Nobel, N.V. – acquisitions of the marine and aerospace coatings business of U.S. Paint Corporation; the U.S., Chinese and Korean powder coatings business of Ferro Corporation; and the coatings business of Dexter Corporation
• Kearns-Tribune Corporation – sale of the Lewiston Morning Tribune, Whitman County Gazette and Moscow-Pullman Daily News
• 24/7 Media, Inc. – representation of the special committee of the board of directors in connection with its review of a financing transaction with a director and significant stockholder
• Akzo Nobel, N.V. – sale of organophosphorus chemical division
• Whitehall Corporation – merger with Aviation Sales Company
• Tele-Communications, Inc. – acquisition of Kearns-Tribune Corporation, the publisher of The Salt Lake Tribune
• Liberty Media Corporation – acquisition of a controlling interest in Home Shopping Network, Inc., through a private stock purchase and partial tender offer
• Liberty Media Corporation – investments in Emmis Communications, Inc. and Alloy, Inc.
• Tele-Communications, Inc. – acquisition of substantially all of Viacom Inc.’s cable television systems

Joint Ventures

• YankeeNets, LLC – formation of the Yankees Entertainment and Sports (YES) Network and sale of a significant stake to Goldman Sachs and others
• Formation of a strategic partnership among Liberty Media Corporation, Barry Diller and Comcast Corporation with respect to their controlling interest in QVC
• NBA Houston Rockets – formation of a regional sports network and licensing of media rights of Rockets and Astros to Fox Sports
• TVG Network – joint bid with the New York Racing Association to acquire the assets of New York City Off-Track Betting Corporation

Publications, Speeches and Presentations

• “Interactive TV Growing More Complex,” New York Law Journal’s Silicon Alley Supplement, Business and Legal Considerations Involving Interactive Television, March 2001 (Frederick H. “Buzz” McGrath, co-author)