Kleinbard had been representing telecommunications entrepreneur Mike Kalogris for eight years — including in his $600 million sale of Horizon Cellular in six separate transactions — when AT&T Wireless announced that it would embark on an accelerated, nationwide build-out of its wireless phone network. AT&T’s plan in certain geographic areas was to enter into joint ventures with third-party operating companies that would each be granted an exclusive territory. AT&T would contribute wireless spectrum to the joint ventures in exchange for equity.
Kalogris assembled an initial management team and attracted private equity investors (including Chase Equity and JP Morgan Equity) to form Triton Cellular as the AT&T Wireless joint venture for a territory made up of parts of Maryland, Virginia, the Carolinas, and Georgia.
A team of Kleinbard’s Business and Finance attorneys, led by Howard Davis, negotiated the terms of the very complex joint venture documents among AT&T Wireless, the equity investors, and management. This was the first of the AT&T affiliate deals to be completed and became a template for the three affiliate transactions that followed.
During the subsequent nine years, the Firm represented Triton as its outside general counsel in nearly every aspect of its business, handling numerous purchases, sales, and exchanges of wireless markets and spectrum; several senior debt and high-yield financings; and various, day-to-day operational matters, including commercial contracts and review of marketing and advertising materials. The Firm’s litigators handled many commercial disputes and defended several consumer class actions filed against the company.
The Firm’s commitment to Triton and its business issues went beyond the typical outside-counsel relationship. For example, in order to provide better service to Triton’s real estate team, Michael Frattone spent 18 months working part-time from the company’s Richmond, Virginia office to negotiate and draft ground and tower leases for the initial build-out of the company’s network.
In 2007, the Firm represented the company (then named Suncom) as co-counsel and served as counsel to its senior management in connection with a recapitalization (completed in anticipation of a company auction), and then as co-counsel in its auction and ultimate sale to T-Mobile in early 2008 for $2.4 billion.