Pinheiro Neto advises American Tower on Telxius acquisition to Telefónica
Pinheiro Neto Advogados has acted as Brazilian counsel to American Tower on the $9400 million transaction
American Tower Corporation, the leading independent owner, operator and developer of multitenant communications real estate, with a portfolio of over 183,000 communications sites, has entered into definitive agreements with Telefónica, S.A., under which it will acquire Telxius Towers, comprising approximately 31,000 existing communications sites in Germany, Spain, Brazil, Chile, Peru and Argentina. The transaction’s total consideration is about €7.7 billion ($9.4 billion at current foreign exchange rates), subject to customary closing adjustments.
American Tower expects the assets to generate approximately $775 million in property revenue, roughly $410 million in gross margin, and approximately $390 million in Adjusted EBITDA at current foreign exchange rates, in their first full year in its portfolio, pro forma for contributions from the committed future build-to-suits. This implies an Enterprise Value / Adjusted EBITDA multiple of less than 26x.
The transaction is anticipated to be immediately accretive to Consolidated AFFO per Share and is expected to close in multiple tranches, beginning in the second quarter of 2021, subject to government and regulatory approvals and customary closing conditions.
EY Abogados provided Tax advice with a cross-border team led from EY USA by partner Gary E Silacci and director Dane A Heilner. EY Abogados advised from its Madrid office with International Tax and Transaction Services (ITTS) partner Anil Bharwani, along with its team senior manager José Enrique Padilla.
Allen & Overy also advised American Tower with a team led by Madrid office Corporate partner Fernando Torrente, with London office partner and TMT global co-head Tom Levine and Hamburg Real Estate partner Christian Hilmes. In Spain, the team included Corporate counsel Teresa Méndez, senior associate Bosco De Checa and associate Santiago Gil-Gruart.
Pinheiro Neto Advogados engagement was focused on the Brazilian aspects of the agreement, involving questions related to the relevant share purchase agreement, due diligence of the Brazilian assets and antitrust aspects of the deal.
Pinheiro Neto team was led by partner Fernando Alves Meira (pictured left), and Antitrust partner Leonardo Rocha e Silva (pictured right), and involved senior associates Camila Carvalho Gomes and João Victor de Araújo Crepaldi, Antitrust Senior Associate José Rubens Battazza Iasbech, and associate Ricardo Busana Galvão Bueno.
