Jones Day partner Maria F. Farall of Atlanta was one of a team of attorneys advising NII Holdings Inc. in a $1.44 billion cash agreement with Grupo Televisa, S.A.B., the largest media company in the Spanish-speaking world.
At issue was a Mexican operating subsidiary for Reston, Va.-based NII Holdings known as Nextel Mexico.
Grupo Televisa, represented by lawyers from Wachtell, Lipton, Rosen & Katz, will acquire a 30 percent equity stake in NII's group. According to NII's 8-K filing with the SEC, the equity stake “reflects an implied pre-investment value of Nextel Mexico of $4.3 billion.”
The Mexican firm Gallástegui y Lozano, S.C., represented both companies on the Mexican aspects of the deal.
Farall, who worked with lead lawyer Jeanne M. Rickert out of Jones Day's Cleveland office, declined to comment on the transaction.
Televisa will receive an option to acquire an additional 7.5 percent equity interest in Nextel Mexico exercisable on either the third or fourth anniversary of the initial investment. Beginning on the third and each successive anniversary of the deal, according to NII's Securities and Exchange Commission filing, Televisa also will have liquidity put rights that, if exercised, will require NII to purchase up to 33.3 percent of Televisa's initial interest in Nextel Mexico. In general, a liquidity put right is used by an investor as a sort of guarantee of return on its investment. These liquidity put rights, for example, could give Nextel Mexico the incentive to cash Televisa out at some point or to go public.
Televisa also will gain the right to appoint two of Nextel Mexico's six board members.
The investment agreement is conditioned upon, among other things, the Nextel/Televisa consortium being awarded licenses to use specified amounts of spectrum in Mexico's upcoming auctions of its wireless spectrum. As of late last week, 17 bidders had filed documentation to participate in the May 25 auctions, according to an article in the Wall Street Journal.
NII's filings with the SEC indicate that Televisa's initial investment will be $1.14 billion, with the remaining $300 million paid in three equal installments on the first, second and third anniversaries of closing. Televisa's stake in Nextel Mexico will increase from an initial level of 25.3 percent to 30 percent as the installments are paid.
The companies have said that Nextel Mexico's wireless capabilities and Televisa's programming, content and multiple distribution channels, as well as its satellite and cable TV businesses, will combine to allow them to offer services including wireless, television, broadband data and fixed voice services.