Telecommunications

Telecommunications

Our lawyers have been involved in transactions in the telecommunications industry valued at almost $100 billion.

We have represented telecommunications companies and vendors to, and customers of, telecommunications companies in many significant domestic and cross-border transactions, including M&A transactions (acquisitions and divestitures), joint ventures, commercial transactions, and financings, including the following:

 Mergers and Acquisitions 

  •  $70 billion wireless communications joint venture;
  • 18 billion euro transfer of controlling interest in a German wireless carrier and related transactions;
  • Transfer of interests in 3,000 cell site towers with aggregate consideration exceeding $1 billion;
  • Purchase of limited partner interests in PCS business through a $2 billion cash-out merger;
  • Technology and operating aspects of divestiture of ten Latin American wireless companies;
  • Acquisition of assets of telecommunications equipment manufacturer;
  • Joint venture to build a 3G UMTS wireless network in Scandanavia.

 Financing Transactions

  • $1.8 billion note offering by a Brazilian wireless carrier;
  • $5 billion in note facilities to finance European carrier’s acquisition program;
  • $100 million syndicated loan to a Peruvian company and a proposed $250 million high yield debt offering for Peruvian issuer;
  • $___ million commercial paper transaction;
  • $ 350 million in equipment loans;
  • $10 billion commercial contract with a telecommunications equipment supplier

 Commercial Contracts

  • Large supply and installation contracts for telecommunications networks Brazil, Venezuela, Panama, Nicaragua, Ecuador, Chile, Colombia and Guatemala;
  • Sale-leasebacks of cell towers;
  • Creation of wireless Internet service in Latin America, including contracts for WAP 1.x browser, Brew contract, MMS contract, hosting arrangements and related agreements;
  • Development, construction, financing and leasing of cell towers;
  • Acquisition and licensing of technology to facilitate or support telecommunications services;
  • Media and advertising contracts;
  • Handset and other equipment supply contracts. 

Representative Telecommunications Transactions

Europe

  • Representing a telecommunications company in a joint venture to build a 3G UMTS wireless network*
  • Representing a telecommunications company in a 18.7 billion euro joint venture to form a pan-European wireless company

Latin America

  • Representing a U.S. Telecommunications company on technology and operating aspects of the sale of its Latin American operations
  • Representing a U.S. telecommunications company in its Latin American wireless Internet service, including contracts for WAP 1.x browser, Brew contract, MMS contract, hosting arrangements and related agreements*
  • Representing a U.S. telecommunications company in its commercial arrangements, including for handsets, microwave, RF repeater, advertising and marketing*

Brazil

  • Representing the holder of a Brazilian cellular license in its $1.75 billion offering of notes arranged by JP Morgan and Merrill Lynch
  • Representing the holder of a Brazilian cellular license in its pre-bridge, bridge and permanent syndicated financing arranged by Northern Telecom (with the Export Development Corporation (a Canadian development bank)), and proposed shareholder loans through off-shore banks
  • Representing the holder of a Brazilian cellular license in a European commercial paper offering
  • Representing the holder of a Brazilian cellular license in shareholder loans and proposed refinancing thereof by financial institutions
  • Representing the holder of a Brazilian cellular license in its $200 million infrastructure contract with Northern Telecom
  • Representing the holder of a Brazilian cellular license in its $100 million microwave equipment contract with Harris Corporation

Peru 

  • Representing a Peruvian telecommunications company in a CDMA wireless telecommunications network infrastructure contract*
  • Representing a Peruvian telecommunications company in a $250 million Rule 144A/Regulation S high yield bond offering to be arranged by Lehman Brothers and Citicorp Securities
  • Representing a Peruvian telecommunications company in a $200 million syndicated senior secured loan facility agented by Wachovia and Bank of America
  • Representing a Peruvian telecommunications company in a $50 million syndicated bridge loan arranged by Citibank and Lehman Brothers
  • Representing a Peruvian telecommunications company in its acquisition of an equity interest in a paging company

Venezuela

  • Representing the holder of a cellular license in its infrastructure contract, including coordinating an RFQ process

Argentina

  • Representing an Argentina telecommunications company in a CDMA wireless telecommunications network infrastructure contract*
  • Advising a U.S. telecommunications company in a Rule 144A/Regulation S high yield bond offering by its Argentine subsidiary
  • Advising an Argentine cellular license holder in its shareholders agreement

Panama

  • Representing a Panamanian telecommunications company in a CDMA wireless telecommunications network infrastructure contract*
  • Representing the holder of a Panamanian cellular license in its handset supply contracts with Motorola, Ericsson and Nokia
  • Representing the holder of a Panamanian cellular license in consulting contracts and other commercial contracts

Ecuador

  • Representing an Ecuadorian telecommunications company in a CDMA wireless telecommunications network infrastructure contract*
  • Representing the holder of an Ecuadorian cellular license in the renego­tiation and restatement of its infrastructure contract with Ericsson, Inc. and other commercial contracts

Guatemala

  • Representing a Guatemalan telecommunications company in a CDMA wireless telecommunications network infrastructure contract*

Nicaragua

  • Representing a Nicaraguan telecommunications company in a CDMA wireless telecommunications network infrastructure contract*
  • Assisting the holder of a Nicaraguan cellular license in its infrastructure equipment supply and installation contract
  • Representing the holder of a Nicaraguan cellular license in handset contracts with Ericsson, Motorola and Nokia

Colombia

  • Representing a Colombian telecommunications company in a CDMA wireless telecommunications network infrastructure contract*

Chile

  • Representing a Chilean telecommunications company in a CDMA wireless telecommunications network infrastructure contract*

U.S. Transactions

Wireless M&A and Joint Ventures

  • Representing an RBOC in a $70 billion wireless joint venture with another RBOC to provide national coverage
  • Representing a partnership and its general partner conducting a PCS business in a $2 billion cash-out merger
  • General outside counsel to a PCS limited partnership, in its formation, bidding on MTAs in the FCC’s broadband PCS auction (A and B bands), operations and financings, including a $550 million loan facility provided by a consortium of banks led by Bank of America
  • Representing a telecommunications company in a joint venture through a limited partnership to bid on BTAs in the FCC’s C block auction
  • Representing a cellular company in its acquisition of partnership interests in two MSA partnerships, and its financing of the acquisition cost

Optical Networks

  • Contracts for the creation of bandwidth exchanges and “pooling points” 

Voice Over IP

  • Proxy contest to acquire control of a public company providing voice over IP
  • Representing a manufacturer of voice over IP “gateways” and operator of a private network, including financing activities, strategic alliances, commercial contracts and regulatory compliance 

Tower Transactions

  • Representing domestic wireless carriers in the subleasing of over 3,000 cellular towers for aggregate consideration of approximately $1 billion
  • Representing a PCS business in a build to suit and leasing project of over 600 towers
  • Representing a $50 million revenue company that builds out cell sites for wireless carriers and its management in: a leveraged buyout of the company; equity investments in the company; commercial banking arrangements; and commercial contracts
  • Outside general counsel to startup company developing cell site towers 

Local Exchange Carriers

  • Representing an ILEC in its information technology services outsourcing agreements with Andersen Consulting and EDS
  • Representing the shareholders of an independent ILEC in the sale of the company 

Long Distance

  • Representing a start-up company in a private placement to finance an underseas fiber optic cable between China and California
  • Representing a telecommunications company in satellite leases with SATMEX
  • Representing a telecommunications company in its acquisition of capacity in an underseas fiber optic cable between Europe and Latin America
  • Representing a reseller in contractual arrangements with long distance carriers

Paging

  • Representing a national paging company in a proposed joint venture with other paging operators to construct and share a narrowband PCS network for two-way paging

Wireless Commercial and Operating Matters

  • Representing a PCS business in a Joint Operating Agreement with more than 30 rural telephone companies, providing for the partitioning of its PCS service territory, construction and operating of the PCS network.  (This involves all aspects of a wireless business, including engineering, operation, marketing, sales, billing, microwave relocation, resale, roaming, branding, customer service, technical performance, etc.)
  • Representing a PCS business in the following:
  • $200-$300 million  infrastructure contract with Nortel
  • handset contracts with Nokia, Nortel, Ericsson, Siemens and Motorola and SIM Card contract with Gemplus
  • $30 million supply contract for microwave equipment
  • preparing form of general purchase agreement
  • contracts for purchase of NMS server systems, power equipment, antennas, cables, testing equipment and AM detuning
  • contract for its voice mail platform
  • resale agreements and brand agreement
  • agreements for consulting services
  • contracts with credit reporting agencies, including analysis of Fair Credit Reporting Act issues
  • consumer contracts, including analysis of products liability issues in various service territories

Miscellaneous Domestic Telecommunications Experience

  • Representing a telecommunications carrier in a ten year, $10 billion global con­tract with Nortel Networks
  • Representing a telecommunications company in its divestiture of its $100 million computer hardware leasing business
  • Representing a telecommunications company in its acquisition of a software company and advising the company in its divestiture of that business
  • Representing an SEC reporting company in:
  • manufacturing, leasing, financing and distribution of screen telephones
  • creation of a network for the screen telephones, including home shopping, home banking, internet access and software for home based businesses
  • joint venture to develop proprietary video conferencing application
  • corporate matters, including creation of takeover defenses
  • 1934 Act SEC reporting
  • offshore and domestic convertible preferred stock financings
  • general patent, copyright and trademark matters
  • outsourcing contract of fulfillment function with EDS
  • numerous licensing contracts for content and applications
  • acquisition and operation of a long distance debit cards and services business
  • contracts for long distance resale

Representing a company that provides internet access for ISPs and outsourcing of help desk functions