Press Release

Providence Equity Partners to Take Sole Ownership of Kabel Deutschland

Milbank acts as advisor to the Sellers Apax Partners and Goldman Sachs Capital Partners

MUNICH, GERMANY, December 12, 2005 – Apax Partners and Goldman Sachs Capital Partners announced today that they have sold their shareholdings in Kabel Deutschland, Europe’s largest cable company, to Providence Equity Partners. The terms of the agreement have not been disclosed. The transaction is subject to customary approval of the relevant governmental authorities and is expected to close in the first quarter of 2006. Kabel Deutschland operates the cable networks in 13 German states and generated sales of more than EUR 1 billion in the financial year 2004/2005.

A highly integrated team of Milbank lawyers from the London, Munich, New York and Washington, D.C. offices advised Apax and Goldman Sachs as joint counsel.

The Milbank team advising Apax and Goldman Sachs included:

    London: Michael Goroff (partner – joint lead), Suhrud Mehta (associate – finance), Humphrey Edginton, Nick DeMestre (associates – M&A)

    Munich: Dr. Peter Nussbaum (partner – joint lead), Dr. Rolf Fueger (partner – tax), Dr. Kirsten Böhmann, Dr. Eva Nase (associates – M&A),

    New York: Dale Ponikvar (partner – tax), Gene Boxer (associate – M&A),

    Washington, D.C.: Robert Koch, Michael Nolan (partners – dispute resolution)

MILBANK IN EUROPE:

Milbank opened its first European office in London 25 years ago and opened a second European office in Frankfurt in 2001 and Munich in 2004. The firm’s presence in Europe has more than doubled in the last two years, with growing strengths in corporate, capital markets, private equity, outsourcing and litigation.

The firm’s Global Corporate/M&A Group has worked on some of the most sophisticated transactions in every geographical market. Milbank’s London office has been involved in some of the most complex acquisitions and private equity investments in Europe. The Frankfurt office is a leader in sophisticated cross-border lease and acquisition finance transactions. The Munich office is widely recognized for its expertise in public M&A and private equity, as well as tax and financial structuring.

Notable Milbank deals in Germany include:

  • Representing Arrow Electronics, Inc. on the acquisition of DNSint.com AG.

  • Representing SULO GmbH, a jointly owned portfolio company of Apax and Blackstone, in connection with the EUR 570 million acquisition of Cleanaway Germany from Brambles.

  • Representing the Edscha Group in the sale of its business unit for sliding roofs for trucks to VBG AB.

  • Representing the founder and co-investor in Palamon Capital Partner’s acquisition of a controlling stake in Loyalty Partner GmbH.

  • Representing HT Troplast GmbH in the sale of its business unit Trocellen to The Furukawa Electric Co., Ltd. and Otsuka Chemical Co., Ltd.

  • Representing HT Troplast GmbH in the sale of its Dynos Business Unit to M2 Capital Partners.

  • Representing ProSiebenSat.1 Media AG in connection with Axel Springer AG’s purchase of a majority interest in ProSiebenSat.1 Media.

  • Representing Sulo GmbH in the sale of its Australian and New Zealand operations to GS Private Equity.

  • Representing Cerberus in its acquisition of debis Air Finance.

  • Advising the sellers and Ciao AG in the sale of Ciao AG to Greenfield Online Inc.

  • Representing ProSiebenSat.1 Media AG in connection with its take over of all interests in EUVÍA Media AG & Co. KG.

  • Advising on the shareholder agreements, transaction structure and tax issues in the acquisition of HT Troplast AG by private equity firms The Carlyle Group and Advent International.

  • Representing BC Partners in connection with the exit from its 48.9% stake in KTM Group GmbH.

  • Representing Apax Partners in its leveraged buyout of LR International.

  • Representing JP Morgan Partners in the sale of its stake in Gerresheimer Glas.

  • Representing the Carlyle Group in the sale of its stake in BERU AG to Borg Warner.

  • Representing the Carlyle Group in the sale of its stake in Honsel International Technologies to Ripplewood Holdings.

  • Representing the private equity sponsors in the €2.7 billion Acquisition by Kabel Deutschland GmbH of three separate German cable companies (ish, iesy and Kabel Baden-Württemberg).

  • €2.6 Billion Leveraged Buyout of Cognis Group: The LBO of the specialty chemicals business of the German company Henkel was completed in record time by employing many of the techniques pioneered in the earlier Messer Griesheim LBO. Recently, Cognis completed an innovative €1.6 billion recapitalization.

  • Representing the Goldman Sachs private equity funds in their participation in the €1.8 billion LBO of the broadband cable network of Deutsche Telekom AG and the creation of Kabel Deutschland GmbH.

Milbank, Tweed, Hadley & McCloy LLP is a global law firm headquartered in New York, with offices in Washington, D.C., Los Angeles, Palo Alto, London, Frankfurt, Munich, Tokyo, Hong Kong and Singapore. Milbank is a recognized leader in mergers and acquisitions, capital markets and corporate finance, project finance, acquisition finance and other major fields of legal practice. Milbank has English, German and U.S. law capabilities, and provides a full range of services to many of the world’s leading financial, industrial and commercial enterprises, as well as governments, institutions and individuals.

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