Sam A. Kozhaya is a transactional attorney in the Los Angeles office of Irell & Manella LLP. Mr. Kozhaya's practice focuses primarily on media and entertainment finance, bankruptcy, and corporate matters. He regularly advises private equity funds, investment and commercial banks and studios in entertainment related transactions, including M&A transactions, leveraged acquisition financings, asset securitizations, production financings, co-financings and other debt and equity financings.

Mr. Kozhaya represents studios, production companies, video games publishers and developers and financiers in connection with development, production and licensing agreements. He also handles general corporate matters, including fund formation, M&A transactions and general corporate governance. 

Mr. Kozhaya has substantial experience counseling clients in a wide array of bankruptcy matters, including complex intellectual property/executor contract issues, non-consolidation/true transfer issues, subordination issues and fraudulent transfer issues.

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Representative Matters

Notable transactions include representing:

  • Represented Miramax in its acquisition by media and entertainment company beIN Media Group. Selling shareholders included Qatar Investment Authority and Colony Capital.
  • Represented Dalian Wanda Group Co., Ltd., China's largest commercial property company and the world's largest cinema chain operator, in its acquisition of leading production company Legendary Entertainment for $3.5 billion. The transaction is China's largest cross-border cultural acquisition to date.
  • Represented the Academy of Motion Picture Arts and Sciences and related Academy foundations in connection with the issuance of $341 million aggregate principal amount of tax-exempt, fixed and floating rate "Oscar Bonds" to finance the construction and development of the Academy Museum of Motion Pictures.
  • Represented Guggenheim Securities, LLC, as initial purchaser, in connection with a $340 million whole business securitization transaction involving Dick Clark Productions, Inc., the producer of such live television programming as The Golden Globe Awards, The American Music Awards and The Academy of Country Music Awards.
  • Colony Capital in connection with acquisition of LodgeNet Interactive Corporation
  • Koch Media in its acquisition of video game assets in the THQ Chapter 11 bankruptcy case
  • Miramax, LLC in its issuance of $500-million structured film library backed notes in a Rule 144A transaction
  • Colony Capital in the $660-million purchase of Miramax Films from Disney and related financing
  • Summit Entertainment in its sale to Lions Gate Entertainment and related financing
  • Comerica Bank and Union Bank, as co-lead arrangers and lenders, in a $150+ million film ultimates financing transaction for Relativity Media, LLC's subsidiary Beverly Blvd 2 LLC
  • Lions Gate Entertainment in a $200-million film production and P&A financing facility
  • Goldman Sachs as arranger of a $200-million film production credit facility
  • Comerica Bank in a video game finance transaction
  • Classic Media, Inc. in the acquisition of the Veggie Tales video library under sections 363 and 365 of the Bankruptcy Code, which involved complex intellectual property/executor contract issues
  • Client in hostile tender offer for a publicly traded sports memorabilia and trading card company
  • Client in distressed acquisition of a sports memorabilia and trading card company
  • Equity holders in a distressed sale of over 10,000 acres in Southern California
  • Hilton Hotels as a creditor in numerous bankruptcy cases, including sophisticated analysis of a litigation regarding the treatment of franchise and license agreements in bankruptcy 
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Honors & Awards

  • Variety's "Up Next" featuring up-and-coming lawyers (2016)
  • Variety's "Up Next" featuring up-and-coming dealmakers (2015)
  • Law360 "Rising Star" in media and entertainment (2015)
  • Southern California Super Lawyer "Rising Star" (2014-2016)
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Professional Activities

  • Financial Lawyers Conference
  • American Bankruptcy Institute
  • Los Angeles Bankruptcy Forum
  • American Bar Association
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Community Involvement

  • Former Barrister's Liaison to the Los Angeles County Bar Bankruptcy Section, which included involvement in Public Counsel's Debtor Assistance Project (2003-2004)
  • Volunteer with VITA (Volunteer Income Tax Assistance) providing income tax assistance to low-income individuals
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Bar & Court Admissions

  • California
  • U.S. District Court, Northern, Central and Southern Districts
  • U.S. Court of Appeals, Ninth Circuit