US$600 million Total Play Telecomunicaciones S.A.P.I. de C.V. Offer to Exchange Senior Notes

Winston & Strawn represented Total Play Telecomunicaciones, S.A.P.I. de C.V. (“Total Play”), a leading telecommunications company in Mexico, in connection with the offer to exchange (a) up to US$600M of its outstanding 6.375% Senior Notes due 2028 (the “Existing Notes”) for newly issued 11.125% Senior Secured Notes due 2032 (the “New Notes”) and (b) a cash payment by each tendering holder of U.S.$450 for each U.S.$1,000 in Existing Notes tendered by such holder (the “New Money Deposits”) for newly issued New Notes. Total Play also solicited holders for their consent to certain proposed amendments to the Existing Notes. The issuance of the New Notes was issued pursuant to Rule 144A under the Securities Act and outside the United States pursuant to Regulation S under the Securities Act.

As of the expiration of the exchange offer US$566,034,000 aggregate principal amount of Existing Notes, representing 94.3% of outstanding Existing Notes, had been validly tendered by holders of Existing Notes and such holders had validly deposited their corresponding New Money Deposits. Accordingly, at settlement on February 10, 2025, Total Play issued U.S.$820,704,550M in aggregate principal amount of New Notes.  

Barclays Capital Inc. and Jefferies LLC acted as dealer managers and solicitation agents, and Ipreo LLC as exchange and information agent for the Exchange Offer. Acting as trustee was The Bank of New York Mellon.

Winston & Strawn’s corporate New York team advising Total Play on U.S. legal matters was led by Partners Talbert Navia, Claude Serfilippi, Sey-Hyo Lee and Tax Partner Katherine Erbeznik, tax associate Scott Englert (Los Angeles office).