The $14.6 billion combination of Liberty Entertainment Inc. with DirecTV Group Inc., announced May 4, represents a seasonal rite for John Malone -- a tax-free spinoff and merger.

Malone and Liberty Media Corp. turned to their longtime corporate and tax counsel for the divestiture of the tracker that represents the holding company's 54% stake in DirecTV and other assets. Baker Botts LLP has handled Liberty Media's strategic assignments since the early '90s. The team for the DirecTV deal included corporate partners Buzz McGrath, Robert Murray Jr., Jonathan Gordon and Renee Wilm. Tax partners Ben Wells and Tamar Stanley were also on board.

Baker Botts handled swaps that brought Malone News Corp. shares, as well as the deals that exchanged those shares for Liberty's current position in DirecTV; the spinoff of Liberty Media International Inc. and subsequent merger with UnitedGlobalCom Inc. that created Liberty Global Inc.; the breakoff of Discovery Holding Co.; and the tax-free asset exchange with Time Warner Inc. that netted Liberty a stake in the Atlanta Braves and other assets.

Goldman, Sachs & Co. bankers Gene Sykes, Mike Smith, Guy Nachtomi and Andy Gordon advised the Englewood, Colo., media company. Cleary Gottlieb Steen & Hamilton LLP lawyers Ethan Klingsberg and Adrian Leipsic counseled the bank.

Malone's holding company will spin out Liberty Entertainment, which owns interests in DirecTV and other assets, and merge the unit with the satellite operator. The deal is structured to be an exchange of equal value, thereby avoiding a tax bill. Malone will hold a 24% position and chair the post-merger satellite company.

The transaction marks a new beginning for DirecTV, which will be an independent company for the first time in its existence. The El Segundo, Calif., operator has been passed from General Motors Corp.'s Hughes Electronics Corp. since its founding in the early 1990s to Rupert Murdoch's News Corp. and subsequently to Malone.

DirecTV's in-house team included general counsel Larry Hunter and associate general counsel Keith Landenberger. They worked with institutions that have ties to the company and its former parents.

Rob Kindler, Max Herrnstein, Don Cornwell and Pedro Costa of Morgan Stanley were DirecTV's bankers. The bank advised the Howard Hughes Medical Institute on its 1985 sale of Hughes Aircraft Co. for more than $5 billion, a deal that predated the formation of the satellite company. More recently, Morgan Stanley was a joint bookrunning manager on a 2005 secondary offering of DirecTV shares by a General Motors pension trust.

Frederick Green, Michael Lubowitz, Marc Silberberg and Jared Rusman of Weil, Gotshal & Manges LLP were counsel. Green and Weil have significant history with DirecTV and Hughes, dating to the early 1990s. Deals include the $6.6 billion sale of a 34% Hughes Electronics Corp. stake to News Corp. and DirecTV's $4.3 billion sale of PanAmSat Corp. to Kohlberg Kravis Roberts & Co.

Marni Lerner, Dick Beattie and Kathryn King Sudol of Simpson Thacher & Bartlett LLP advised a special committee of DirecTV's board.

Harris, Wiltshire & Grannis LLP lawyers William Wiltshire and Michael Nilsson were Federal Communications Commission counsel to DirecTV. Harris Wiltshire advised News Corp. on its 2004 purchase of a controlling interest in DirecTV and has since advised the satellite operator on FCC matters.

Donald A. Bussard and Mark Gentile of Richards, Layton & Finger PA were Delaware counsel to DirecTV. Cravath, Swaine & Moore LLP lawyers Faiza Saeed and Sarah Jones advised Morgan Stanley.

Though the deal gives DirecTV a degree of independence, it also potentially sets it up for a new owner. AT&T Inc. has a partnership with the company, and as the Dallas telecom moves deeper into video, speculation of a DirecTV buyout grows.