| Biography:
Bertram A. Abrams, an Optional Service Partner in Proskauer Rose LLP's Corporate Department, practiced general corporate law with particular emphasis on transactions involving the acquisition, disposition and financing of media and communications businesses, including electronic and database publishers and other data and information providers; print publishers (including magazines, books and telephone directories); cable television and wireless cable systems; radio stations; and network and independent television stations. He regularly represented public and private investment funds in connection with the acquisition and disposition of portfolio companies and the related financing transactions.
Bert represented VS&A Communications Partners II, L.P. and VS&A Communications Partners III, L.P. in connection with the acquisition and disposition of media and communications properties (and in connection with the related financing transactions). VS&A Communications Partners II, L.P. and VS&A Communications Partners III, L.P. are private equity funds ($330 million and $1 billion, respectively) affiliated with Veronis, Suhler & Associates Inc., a major media investment banking firm to which Bert also served as counsel.
Representative transactions for VS&A included the purchase by VS&A Communications Partners III, L.P. from Verizon Information Services, Inc. of yellow page directory publishing businesses in Austria, Czech Republic, Hungary, Poland, Slovakia and Gibraltar (a transaction involving the purchase of a combination of assets, stock and limited liability company membership interests); the sale by VS&A Communications Partners II, L.P. to Ascend Media, LLC, a portfolio company of JP Morgan Partners, of all of the limited liability company membership interests in Atwood Publishing, LLC and GEM Communications, LLC (which publish trade publications and produce conferences and exhibitions); the sale by VS&A Communications Partners II, L.P. to Conferon, Inc. of all of the limited liability company membership interests in ExpoExchange, LLC (the largest convention and trade show information management company in the U.S.); and the purchase by VS&A Communications Partners III, L.P. of a membership interest in Ascend Media, LLC.
Additionally, Bert represented VS&A Communications Partners II, L.P. in connection with the sale to a subsidiary of British Telecom of substantially all of the assets of Yellow Book USA, L.P. (the largest independent publisher of yellow page directories) for an amount in excess of $600 million. After the sale, Bert was retained to continue to represent Yellow Book USA in connection with its acquisition program and other matters, and Bert was also retained by British Telecom's U.S. telecommunications subsidiary to handle a substantial matter for that subsidiary.
Bert also regularly represented Informa Group plc, a large UK publisher of business information, in connection with its acquisitions of U.S. businesses. In 2003, Bert handled the acquisitions by Informa of netDecide, Inc. (which produces and distributes wealth management software to financial institutions) and Sparks Companies, Inc. (which provides agricultural market research, analysis and consulting services). Bert previously had represented Informa in connection with its acquisitions of Bisys Research Services, Inc. and of MCM, Inc. (electronic publishers of business information).
Bert also served as U.S. counsel to GMT Communications Partners II, L.P., a private equity fund focused on the acquisition of communications and media properties in Europe. Proskauer’s Paris office now represents GMT in connection with transactions in France.
Bert was in charge of all of the acquisitions of properties (and related financing transactions) by ML Media Partners, L.P. and ML Media Opportunity Partners, L.P., two publicly held limited partnerships formed by Messrs. I. Martin Pompadur and Elton Rule and Merrill Lynch & Co. for the purpose of acquiring media properties, and, in the past few years, Bert has had the responsibility for the sales of all of the properties held by those partnerships. The aggregate amount involved in transactions for ML Media, ML Opportunity and other entities controlled by Mr. Pompadur was well in excess of $1 billion. The acquisitions were partially financed through combinations of senior debt and subordinated debt, including the public offering of zero coupon bonds to finance the acquisition of certain cable systems. ML Media Opportunity Partners, L.P. has been wound up, but Bert continues to represent ML Media Partners L.P.
As counsel to Ziff Communications Company and its affiliates for more than fifteen years, Bert represented those companies in a broad range of legal matters and in all of their substantial transactions, including the acquisition and disposition of numerous individual publications; the sales of Ziff's consumer magazine and trade magazine businesses to CBS, Inc. and News America Publishing for an aggregate purchase price in excess of $700 million; the acquisition of several electronic publishing businesses; the negotiation of various joint venture arrangements; and the acquisition and disposition of television stations.
Bert has also represented the Reader's Digest Association in connection with the acquisition of various publishing properties (including the acquisition of magazine and book publishing businesses from a subsidiary of Rodale Press) and in connection with the sale of American Health Magazine to a subsidiary of Time, Inc.
In the past, Bert also handled several acquisitions and other transactions for YouthStream Media Networks, Inc. Bert represented that company and its predecessors from its formation in 1993, including handling the initial public offering in 1996.
Bert also has served as counsel to Communications Equity Associates, a U.S. media investment banking firm, and as U.S. counsel to Baring Private Equity Partners Limited (a UK subsidiary of ING Bank), in connection with the organization of investment funds formed for the purpose of making acquisitions of media and other properties outside of the United States. Proskauer's Paris office, with Bert's participation, represented one of those funds, Baring Communications Equity Limited, in the acquisition of an interest in a substantial French publishing company.
Bert has also been counsel to Satcom Group plc., which engages in the satellite data transmission business; SilverPlatter Information Group, N.V., an electronic publisher; Television Station Partners, L.P., which owned and operated four television stations; The Microband Companies of America, a wireless cable operator; JAG Communications, Inc., which owned and operated six radio stations, and Partner Wealth Fund I, L.P., an investment company formed by Touche Ross & Co. to acquire operating businesses.
Bert also acted as counsel to Rupert Murdoch in his acquisition of five television stations from Metromedia for $1.2 billion, and he represented the buyer of Western Publishing Company (the publisher of Golden Books) in a leveraged acquisition of that company.
Bert is a graduate of New York University School of Law, where he was an Associate Editor of the Law Review and from which he also received an LL.M. degree.
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