CBS and Viacom signs (Courtesy photos)

After three years of attempts, Viacom and CBS have finally merged, bringing the National Amusements-controlled companies back together for the first time since 2006.

The deal creates a combined entity valued at about $30 billion, putting it ahead of rival Fox ($21.7 billion) but still significantly behind giants like Netflix ($136 billion), Comcast ($193 billion) and Disney ($244.5 billion). Shari Redstone, the daughter of former CBS and Viacom leader Sumner Redstone and vice chair of both companies, will be chair of the combined company. Viacom chief executive Bob Bakish will be the merged company’s CEO.

The transaction brought out several legal heavyweights in the New York M&A world, with Paul, Weiss, Rifkind, Wharton & Garrison representing the special committee of CBS’s board of directors and Cravath, Swaine & Moore representing the special committee of Viacom’s board. Shearman & Sterling advised Viacom and Cleary Gottlieb Steen & Hamilton advised National Amusements, the Redstone holding company that owned a controlling stake in both companies.

The team for Paul Weiss included New York-based corporate partners Robert Schumer, Ariel Deckelbaum and Michael Vogel.

Cravath deployed a team led by New York M&A partners Faiza Saeed, Damien Zoubek and Keith Hallam.

The Shearman team was led by New York-based M&A partners Creighton Condon and Daniel Litowitz, tax partners Nathan Tasso and Michael Shulman, project development and finance partner Denise Grant, capital markets partners Stephen Giove, Lona Nallengara and Lisa Jacobs and London-based antitrust partner James Webber.

The Cleary team included M&A partners Christopher Austin and Paul Tiger; litigation partner Meredith Kotler; tax partner Meyer Fedida and tax counsel J.J. Gifford; trust and estates counsel Heide Ilgenfritz; capital markets counsel Andrea Basham and employee benefits partners Arthur Kohn and Mary Alcock. All are in New York.

In addition, New York-based corporate partners Adel Aslani-Far and David Kurzweil of Latham & Watkins represented LionTree Advisors and Morgan Stanley, financial advisers to the Viacom board special committee. The CBS board committee looked to financial advisers Centerview Partners and Lazard Frères & Co., represented by corporate partners Eric Schiele and James Hu of Kirkland & Ellis.

Absent from the lineup of firms is Wachtell, Lipton, Rosen & Katz. But Wachtell certainly hasn’t been absent from the legal turmoil over CBS’s fate—and not just because it shares an address with the company on 52nd St. That turmoil reached a crescendo last year as Shari Redstone’s National Amusements and CBS battled over the direction of the company amid a power struggle between Redstone and then-CBS CEO Les Moonves—soon-to-be forced out under a cloud of sexual assault and harassment claims.

As William Cohan chronicled last year for Vanity Fair, Wachtell, longtime adviser to the CBS board, was among a parade of firms representing the parties as they duked it out, before Redstone finally emerged in control.

Tuesday’s deal puts Viacom’s value at $11.8 billion; on par with its current market valuation. Viacom shareholders will receive 0.59625 CBS share for each share they own and CBS will receive six seats on the new 13-member board. Viacom will retain four chairs and National Amusements possesses the final two.

Although the new company is still dwarfed in value by media and telecom companies such as AT&T and Netflix, the new combined entity will be one of the most viewed properties on television, with a 15% market share of prime time viewership, just behind Comcast (which leads with 18%).

Read More

Drawing on the Deals that Changed the Media Landscape: A Q&A With CBS’ Laura Franco

How to Avoid a Corporate Board Battle: Lessons From Moonves and Redstone

In Viacom Fight, GC Is in “Unenviable” Spot