Ad Hoc Group of Bondholders in the Signing of the Restructuring and Support Agreement for Maxcom’s Restructuring
July 3, 2013
Cleary Gottlieb represented an ad hoc group of bondholders in connection with the July 3, 2013 signing of the restructuring agreement with Maxcom Telecomunicaciones, S.A.B. de C.V. (NYSE: MXT, BMV: MAXCOM.CPO). The restructuring of U.S.$200 million of Maxcom’s secured 11.0% Senior Notes due 2014, plus accrued and unpaid interest, will be implemented through a pre-packaged plan of reorganization pursuant to chapter 11 of the U.S. Bankruptcy Code. In conjunction with the proposed debt restructuring, Maxcom has entered into a recapitalization agreement with Ventura Capital Privado, S.A. de C.V. pursuant to which Ventura and certain related parties (collectively, the “Purchasers”) have agreed to make a capital contribution to Maxcom of U.S.$45.0 million in cash in dollars and conduct a tender offer to acquire for cash, at a price equal to Ps.$2.90, up to 100% of the issued and outstanding shares of Maxcom.
Maxcom is headquartered in Mexico City and is a facilities-based telecommunications provider using a “smart-build” approach to deliver last-mile connectivity to micro, small and medium-sized businesses and residential customers. Maxcom launched commercial operations in 1999 and is currently offering local, long distance, data, value-added, paid TV and IP-based services on a full basis in the greater metropolitan Mexico City, Puebla, Tehuacán, San Luis, and Queretaro areas, and on a selected basis in several cities in Mexico. The solicitation of creditors for Maxcom’s pre-packaged plan of reorganization was launched on July 3, 2013, and Maxcom is expected to file its pre-packaged plan of reorganization on or before July 23, 2013.
Pursuant to the terms of the pre-packaged plan of reorganization that have been agreed by and among Maxcom, the Purchasers and the Ad Hoc Group, all classes of creditors are unimpaired and will be paid in full in the ordinary course, except for the Senior Notes claims, which will receive (i) step-up senior notes (which include the capitalized interest amount for unpaid interest accrued on the Senior Notes from April 15, 2013 through June 15, 2013, at the rate of 11% per annum), (ii) cash in the amount of unpaid interest accrued on the Senior Notes from December 15, 2012 through April 15, 2013, at the rate of 11% per annum, and from June 15, 2013 through the effective date at the rate of 6% per annum, and (iii) rights to purchase equity that is unsubscribed by the Company’s current equity holders pursuant to the terms of the pre-packaged plan of reorganization. The step-up senior notes will: (a) be issued in an aggregate principal amount of U.S.$200 million, minus the amount of Senior Notes currently held in treasury by Maxcom, plus the capitalized interest amount; (b) bear interest (1) from the date of issuance until June 14, 2016, at the annual rate of 6% per annum, (2) from June 15, 2016 until June 14, 2018, at the annual rate of 7% per annum, and (3) from June 15, 2018 until the maturity date, at the annual rate of 8% per annum; (c) have a maturity date of June 15, 2020; (d) be secured by the same collateral that currently secures the Senior Notes; and (e) be unconditionally guaranteed, jointly and severally and on a senior unsecured basis, by all of Maxcom’s direct and indirect subsidiaries, excluding Fundación Maxcom, A.C.
Maxcom is headquartered in Mexico City and is a facilities-based telecommunications provider using a “smart-build” approach to deliver last-mile connectivity to micro, small and medium-sized businesses and residential customers. Maxcom launched commercial operations in 1999 and is currently offering local, long distance, data, value-added, paid TV and IP-based services on a full basis in the greater metropolitan Mexico City, Puebla, Tehuacán, San Luis, and Queretaro areas, and on a selected basis in several cities in Mexico. The solicitation of creditors for Maxcom’s pre-packaged plan of reorganization was launched on July 3, 2013, and Maxcom is expected to file its pre-packaged plan of reorganization on or before July 23, 2013.
Pursuant to the terms of the pre-packaged plan of reorganization that have been agreed by and among Maxcom, the Purchasers and the Ad Hoc Group, all classes of creditors are unimpaired and will be paid in full in the ordinary course, except for the Senior Notes claims, which will receive (i) step-up senior notes (which include the capitalized interest amount for unpaid interest accrued on the Senior Notes from April 15, 2013 through June 15, 2013, at the rate of 11% per annum), (ii) cash in the amount of unpaid interest accrued on the Senior Notes from December 15, 2012 through April 15, 2013, at the rate of 11% per annum, and from June 15, 2013 through the effective date at the rate of 6% per annum, and (iii) rights to purchase equity that is unsubscribed by the Company’s current equity holders pursuant to the terms of the pre-packaged plan of reorganization. The step-up senior notes will: (a) be issued in an aggregate principal amount of U.S.$200 million, minus the amount of Senior Notes currently held in treasury by Maxcom, plus the capitalized interest amount; (b) bear interest (1) from the date of issuance until June 14, 2016, at the annual rate of 6% per annum, (2) from June 15, 2016 until June 14, 2018, at the annual rate of 7% per annum, and (3) from June 15, 2018 until the maturity date, at the annual rate of 8% per annum; (c) have a maturity date of June 15, 2020; (d) be secured by the same collateral that currently secures the Senior Notes; and (e) be unconditionally guaranteed, jointly and severally and on a senior unsecured basis, by all of Maxcom’s direct and indirect subsidiaries, excluding Fundación Maxcom, A.C.