French telecommunications giant Orange has agreed to sell its Dominican Republic–based subsidiary Orange Dominicana S.A. to Luxembourg-based cable and telecommunications company Altice for $1.44 billion. Jones Day is advising Orange on the deal, while Altice is being represented by Ropes & Gray, the Paris-based Franklin Associes law firm, and Dominican firm Castillo y Castillo.
Under the terms of the transaction, which was announced on Nov. 27, Altice will acquire Orange Dominicana S.A. in its entirety. The Dominican unit took in roughly $6 billion in revenue in 2012 and had 3.4 million subscribers as of the end of September 2013. Orange’s board of directors is set to vote on the acquisition next week, and the deal is expected to close during the first quarter of 2014, pending the approval of Dominican regulators.
Jones Day M&A partner Luis Riesgo, who is leading the firm’s team advising longtime client Orange on the matter, says the Dominican unit was no longer a good fit with the French company because “it is the only operation [Orange] has left in the Americas.” Riesgo says he expects the Orange board to approve the deal.
In addition to Riesgo, the Jones Day team is being led by energy partner Marcello Hallake. Other lawyers from the firm working on the matter include antitrust partner Bernard Amory; banking and finance partners Rafael Aguilar, Brett Barragate, John Casais and Brian Conway; capital markets partners Boris Dolgonos and Linda Hesse; M&A partners S. Wade Angus and Timothy Hoxie; and government regulation of counsel Paloma Bru.
The Jones Day associates advising on the deal are banking and finance associates Manuel Echeverria and Francisco Pams; capital markets associates Alison Beswick and Jessica Krasner; M&A associates Marcelo de Antunano, Thomas de la Fuente, Mauricio Gonzalez, Sarah Moineau, Luis Ricaud and Elie Sherique; and projects and infrastructure associate Andrea Dinamarco.
Jones Day has previously advised Orange on numerous matters, including its acquisition—when it was known as France Telecom— of 80 percent of the shares in Barcelona-based Auna Operadores de Telecomunicaciones for $7.7 billion in 2005. In acquiring the controlling stake in Auna, France Telecom also acquired control of Amena, Spain’s third-largest mobile telecom operator. The firm also advised France Telecom on an initial public offering that raised $2.5 billion in senior notes in July 2009. Last year, Jones Day represented France Telecom Espana on its acquisition of Dusseldorf, Germany–based Simyo, an operator of mobile virtual networks. The financial terms of that transaction were not disclosed.
Assisting Jones Day on the deal is Dominican law firm Jimenez Cruz Peña, which handled Dominican Republic law matters. The firm’s lead lawyer on the transaction is founding partner Luis Jiménez.
The Ropes team advising Altice on the transaction is being led by finance partner Michael Kazakevich. The names of the other Ropes lawyers working on the deal were not immediately available. Past matters on which the firm has advised Altice include helping to arrange $1.1 billion in financing the company used in its take-private and refinancing of Israeli telecommunications company HOT-Telecommunications Systems.
The Franklin team is composed of corporate finance, M&A and private equity partner Alexandre Marque, corporate of counsel Magali Masson and acquisitions and private equity of counsel Christian Sauer. A Franklin spokeswoman says the firm has long served as outside counsel to Altice, though she declined to provide details about specific matters on which the firm has advised the company.
The Castillo deal team includes managing partner Tania Castillo and lead partner Praxedes Castillo Baez, whose specialties include banking and finance, mergers and acquisitions, and structured finance. The other Castillo lawyers working on the matter are senior associates Flavia Baez-George, Maria Portes, Maria Velazquez, Luis Pimentel and Sebastian Jimenez, and associates Luis Agelan, Jose Batlle, Hidalma De Castro, Jacqueline Fernandez, Carimer Guzman, Sylvio Hodos, and Jorge Rodriguez too.