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Telecommunications, Media and Technology Holland & Knight's Mexico City team within its Telecommunications, Media and Technology (TMT) practice is well known for its broad-ranging experience representing multinational companies, including industry-leading technology, telecommunications, internet and media clients. The group excels in advising on the design and implementation of legal strategies to meet the challenges of technological change and industry competition. The team provides comprehensive advice in all areas of TMT, and is regularly sought after for its wideranging capabilities and assured counsel across complex transactions, regulatory proceedings and high-profile litigation. Our professionals are highly knowledgeable in financial and regulatory aspects of telecommunications projects, including cross-border transactions, restructuring process, and mergers and acquisitions within the sector. Our pioneering work in the Mexican TMT space has seen us acting at the forefront of the shared network space, as well as participating in the analysis of new laws and regulations. We have also collaborated with regulatory authorities in the development of telecommunications and competition practices, by means of white papers and forum discussions, among other types of involvement. Our team is well versed on regulations and issues that concern the industry that are not necessarily legal or technical aspects. For that reason, we have the experience to build business strategies and to safeguard the interests of our clients. Investors, lenders, developers, private sector companies and Mexican government agencies have relied on the lawyers of Holland & Knight's Mexico City office for legal advice and defense of their interests in transactions, infrastructure projects, telecommunications projects and business matters, including public policies elaboration and implementation. Our professionals have a wealth of experience in the analysis of legal framework, contracts, regulations and transactions related to infrastructure projects in matters of energy, telecommunications, satellites and fiber optic transactions. Holland & Knight's position in the market and our wide array of services also enables us to advise new players in the Mexican TMT arena, including fiber optic developers. Our team is composed of lawyers who have more than 20 years of experience in corporate, contractual and regulatory matters, and work with companies and government organizations. Our main areas of experience include the following:

TELECOMMUNICATIONS  Structure and document mergers and acquisitions of companies or their assets (i.e., towers, fiber optic, rights of use and exploitation of frequencies) in the sector  Sale and leaseback transactions  Commercial agreements, including agreements related to network building, outsourcing, operation and maintenance

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 Due diligence procedures concerning the compliance of obligations under licenses, authorization or permits  Requests to obtain concessions, authorizations or other licenses  Bidding procedures  Radiofrequency swaps and leases  Satellite procurement  Antitrust advice focused primarily in the telecommunications and broadcasting sectors  Access and interconnection issues, including leased line provisioning, interconnection and peering arrangements  Fiber optic projects  Representing clients in administrative trials and before competent courts, related to the same industry

MEDIA      

Content provision agreements for broadcasting and pay TV distribution Compliance with content regulations Movie distribution agreements Regulatory advice to digital media Regulatory analysis of media business models Regulatory analysis of advertising

TECHNOLOGY     

Regulatory advice of business models Commercial and regulatory advice to data centers Commercial and regulatory advice to cloud computing services Commercial and regulatory advice to e-commerce companies Commercial agreements, including agreements related to equipment and software supply and service provision

REPRESENTATIVE EXPERIENCE

TELECOMMUNICATIONS  Represented AT&T Mexico in the first transaction to be authorized by Mexico's Federal Telecommunications Institute (Instituto Federal de Telecomunicaciones or IFT) following the creation of the secondary spectrum market by the Telecommunications and Broadcasting Federal Law in 2014; Telefonica SA and AT&T completed a spectrum swap and lease

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 Advised as counsel and legal representative of one of the major telecommunications companies in Mexico, in the acquisition of Mexican telecommunications companies, antitrust clearances and proceedings, business formations and regulatory compliance  Represented the second largest mobile services provider in Mexico in several antitrust cases, merger clearances and investigations, including an investigation against the leading mobile telephony services incumbent in Mexico, concerning mobile content exclusivity, as well as in tender offers involving electromagnetic spectrums and a carbon fiber electrodes (CFEs) dark fiber optic network  Represented Satélites Mexicanos, S.A. de C.V. (Satmex) in all Mexican-related corporate and regulatory matters (including antitrust), corporate and financial restructuring, as well as in the negotiation of the satellite construction agreement for the procurement of its satellites and its acquisition by Eutelsat in a transaction valued at more than US$1 billion  Represented a leading Spanish mobile services provider in the US$1.97 billion acquisition of a nationwide mobile services provider in Mexico, as well as the US$1.36 billion acquisition of four cellular companies in northern Mexico  Represented the Ministry of Communications and Transportation in Mexico for the legal and regulatory analysis of the development of broadband public internet access throughout the Mexican Territory  Represented a leading public company in the quad-play market in an administrative proceeding before the IFT that ultimately led the Mexican Supreme Court of Justice to issue one of the first rulings rendered against Article 298(B) §III of the Federal Law of Telecommunications and Broadcasting, which provides for penalties due to certain infringements  Represented a major fixed satellite service provider in Latin America, through two successful financial restructurings and ultimately in the sale to Eutelsat, a French satellite company, in a transaction valued at more than US$831 million, including attainment of all required antitrust clearance and regulatory approvals  Advised a major communications infrastructure owner and developer in the drafting and negotiating of a fiber optic construction and purchase agreement with the American-owned mobile operator in Mexico  Represented Telefonica Mexico in the drafting and negotiation of the terms and conditions governing the consortium that ultimately received the award in the public auction of two strands of dark fiber optics that run for more than 16,000 miles along the power distribution network of the government-owned electric utility (Comisión Federal de Electricidad), committing and investment of more than US$160 million  Advised one of the leading retail and healthcare companies on an antitrust investigation concerning airtime top-up carried out by the IFT  Assisted a U.S. owner and operator of a global medium earth orbit (MEO) satellite infrastructure provider of next-generation wireless services in securing a landing rights authorization leveraging the 2 GHz frequency band  Drafted and negotiated the transaction documents for the sale of a business line of a major fixed satellite service provider in Latin America to a satellite operator originally based in Colombia  Represented a major fixed satellite service provider in Latin America on all Mexican-related corporate and regulatory matters, including the drafting of satellite procurement agreements  Assisted a tower company with the analysis and identification of the most effective legal framework for the transfer of lessor's rights under tower lease agreements and the drafting of the transaction documents

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 Represented a leading public company in the quad-play market in all Mexican-related regulatory matters, including assessing the regulatory environment in connection with new business initiatives  Advised a telecommunications infrastructure company in the acquisition of a telecom entity owning a 4,000 km fiber optic network running in key metropolitan areas in Mexico; advice included the process to obtain a concession to operate the target company's fiber network that allowed it to immediately operate upon closing; in addition, the advice included antitrust counseling related to the merger clearance notification drafted in compliance with the exemption regime provided for in transitory Article 9 of the Mexican Telecommunications Law; once a merger is filed under such Article 9, the Mexican Regulatory authority initiates an ex oficio, that is, an antitrust investigatio; our legal work included providing advice to formulate the responses to the questionnaires and information requirements during the investigation, which has been among the few to be resolved by the telecommunications regulator under the exemption regime  Advised a business provider of online collaboration solutions, using audio, web and unified communications tools on regulatory concerns in its request to operate as a re-seller (comercializadora) of telecommunication services; our legal work included securing initial authorization from the Mexican Telecomm Regulator and the Consumer Protection Agency  Represented a satellites company in an investment arbitration proceeding against the Mexican government before the International Centre for Settlement of Investment Disputes (ICSID) for breach of several provisions under the Mexico-France Bilateral Investment Treaty (BIT)  Legal counsel to the project known as "Red Troncal" (backbone network), which is one of the two major telecommunications projects stemming from the 2013 Constitutional Reform in the Telecommunications Sector; in this project, two strands of dark fiber optics, a property of the government-owned power utility company, will be contributed to a public-private partnership (P3) to develop the nationwide Red Troncal project; the P3 agreement will be awarded through an international public contest; our team worked in the elaboration of the bidding rules, the model P3 agreement and ancillary agreements

MEDIA  Represented Eutelsat Americas in the sale of Alterna'TV, a content distribution platform, based in Miami, that provides to Latin American channels to cable and internet TV operators in the United States  Advised and assisted a computer wholesale manufacturer with drafting and negotiating a master purchase agreement, which will grant our client the exclusive right to develop and manufacture accessories for mobile telephones to one of the major mobile services providers in Mexico  Currently advising a movie distribution company in their investments in Mexico, including advice in terms with the licensing of its rights to exhibit films in theaters, as well as, the negotiation of licensing terms with major studios present in Mexico; our representation has also included providing advice on competition matters and risk assessments

TECHNOLOGY  Advised a multinational provider of information technology (IT) services and products in negotiating services agreements and reviewing agreements for new IT solutions to ensure consistency with local law and enforceability in Mexico

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 Advised a global leader in digital services in their e-commerce expansion in Mexico, we provided regulatory, consumer's protection and copyright counsel  Advised an American cloud communications platform service and application programming interface (API) provider in reviewing the regulatory environment in connection with expanding functionalities of certain APIs  Assisted a U.S. chip manufacturer's financial branch to evaluate regulatory pitfalls related to a private equity investments round for the deployment of a WiMax-based network for broadband internet services in Mexico  Advised and assisted a computer wholesale manufacturer with drafting and negotiating a master purchase agreement, which will grant our client the exclusive right to develop and manufacture accessories for mobile telephones to one of the major mobile services providers in Mexico  Advised a cloud computing provider in compliance with the applicable telecoms regulations across several jurisdictions around the world  Advised a client specialized in data center services in connection with successful submission to obtain a master concession to provide network capacity to domestic operators in Mexico, drafted the customer agreement and the code of commercial practices, as well as securing the approval of such documents from the consumer protection agency and the telecommunications regulator  Advised the world's leading provider of in-flight communications solutions in connection with a government procurement project related to four airports in Mexico, including the sale, operation and technical support of border automation solutions involving ABC kiosks  Advised a leading cloud communications platform listed in the New York Stock Exchange (NYSE) in carrying out a regulatory analysis to assess whether it is feasible to provide enhanced services in Mexico, as part of their global initiative  Advised a leading cloud communications platform with internal aspects regarding the constitution of a consortium that will participate in the bid of a master services agreement in the most important infrastructure project currently taking place in Mexico

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