Daily News: October 21, 2013

Hastings Advises Ventura Capital Privado in Maxcom Takeover

Paul Hastings announced that it represented private equity firm Ventura Capital Privado, S.A. de C.V in its successful takeover of Maxcom Telecomunicaciones, S.A.B. de C.V., a facilities-based telecommunications provider.

The takeover, led by Ventura on behalf of a group of investors, was accomplished through a simultaneous public tender offer for the shares of Maxcom in Mexico and an SEC-registered tender offer in the U.S. The takeover was conditioned on a complete reorganization of Maxcom’s capital structure which was accomplished by the filing of a prepackaged Chapter 11 bankruptcy plan in Delaware. The U.S. bankruptcy filing was needed to compel all of the holders of Maxcom’s internationally traded bonds to agree to the terms of the restructuring. In the restructuring, Maxcom’s existing bondholders were issued new bonds.

The equity tender offers were settled on October 2, 2013. The Chapter 11 plan of reorganization became effective on October 11, 2013, including the new debt issuance. Through the related transactions, Maxcom is accomplishing a recapitalization and debt restructuring that is expected to significantly reduce Maxcom’s debt service expense and position Maxcom for growth with a $45 million capital infusion from Ventura Capital Privado, S.A. de C.V. The new changes to the Mexican telecommunications law that are intended to promote competition in the Telmex dominated market should provide Maxcom with a unique opportunity to expand its operations.

The interplay between the Mexican and U.S. corporate and securities rules, the U.S. SEC and Mexican CNBV tender offer rules, and the U.S. bankruptcy rules all being applied by a Mexican private equity firm to acquire a Mexican corporation created an innovative approach to M&A.

Paul Hastings Latin America partners Joy Gallup and Mike Fitzgerald led the tender offer process and debt issuance teams, which included counsel Steven Sandretto and associates Veronica Rodriguez and Bruno Espindola, while Bankruptcy and Restructuring partner and chair, Luc Despins, led the team advising on the Chapter 11 process, which also included of counsel Marc Carmel and associate Alex Bongartz.