To increase the secondary market trading liquidity of Grupo Iusacell’s public equity and to give the Mexico City-based wireless carrier greater access to debt financing, a new but allied entity has filed with securities regulators in the United States and Mexico for two related offerings, said Bell Atlantic Corp.
Nuevo Grupo Iusacell, S.A. de C.V., Mexico City, has registered with the U.S. Securities and Exchange Commission and the Mexico Comision Nacional Bancaria y de Valores for permission to sell a secondary stock offering and related exchange and rights offerings. The latter two transactions were expected to take place July 1. All three are part of a restructuring plan Grupo Iusacell announced last year.
Bell Atlantic and the Peralta Group, the principal shareholders of Mexico City-based Grupo Iusacell, established Nuevo Grupo Iusacell S.A. de C.V. last August as a limited liability corporation organized under Mexican law. The sole purpose of the new entity is to hold the capital stock of Grupo Iusacell that it receives as the result of a planned exchange offering.
Bell Atlantic and the Peralta Group plan to sell a total of 10.5 million Series `V’ American Depository Receipts they now hold, and Nuevo Grupo will sell an additional 2 million ADRs. This add-on public equity offering would reduce Bell Atlantic’s stake in Grupo Iusacell to 42 percent from 47 percent, although Bell Atlantic will retain management control of the Mexican wireless provider.
Nuevo Grupo Iusacell also will offer to exchange its full-voting Series `V’ ADRs, on a one-for-one basis, for all Series `D’ and `L’ ADRs of Grupo Iusacell. The new entity was established solely to conduct this exchange offer.
To those Grupo Iusacell shareholders who tender their Series `D’ and `L’ ADRs in the exchange offer, Nuevo Grupo Iusacell will offer the right to purchase additional Series `V’ ADRs for $7 each. The rights offering will comprise just more than 2.2 million Series `V’ ADRs.
J.P. Morgan & Co. is dealer manager and solicitation agent for the exchange and rights offering, and lead underwriter for the share offering, to be co-managed by Warburg Dillon Read and Lehman Brothers Inc. Bell Atlantic did not disclose an anticipated date for the equity sale.
