On March 31, 2015, Cable & Wireless Communications PLC (CWC) completed its US$3.025-billion purchase of Columbus International Inc. (Columbus). Prior to closing, Columbus was a privately held diversified telecommunications company based in Barbados, providing digital cable television, broadband Internet and digital landline telephony in Trinidad, Jamaica, Barbados, Grenada, St. Vincent & the Grenadines, St. Lucia and Curacao under the brand name Flow, and in Antigua under the brand name Karib Cable. Columbus also provides next generation connectivity and IT solutions, managed networking and cloud-based services under the brand Columbus Business Solutions. Through its subsidiary, Columbus Networks, the Company provides capacity and IP services, corporate data solutions and data centre hosting throughout 42 countries.
Before acquiring Columbus, CWC was a full-service communications provider operating in 16 countries throughout the Caribbean and Latin America. With four leading brands: Mas Movil (Cable and Wireless Panama), LIME (the Caribbean excluding The Bahamas), BTC (The Bahamas) and Cable and Wireless Seychelles, CWC offers mobile, broadband, TV, domestic and international fixed line services and serves over 5.5 million customers.
With the completion of the acquisition of and combination with Columbus, CWC announced that it was a transformational deal for Cable & Wireless Communications, as Columbus is an outstanding business; not only adding significant fibre optic submarine backhaul and terrestrial broadband and TV capability to CWC’s leading mobile and legacy copper networks in the Caribbean, but the CWC and Columbus complementary B2B divisions can now offer geographical focus and a wider product offering in the faster-growing Latin American markets.
Cox & Palmer acted as lead legal advisors to the Columbus shareholders as vendors. This international transaction required extensive corporate, commercial, tax, human resource, regulatory and other professional review that relied on the bench strength and international experience of Cox & Palmer’s mergers and acquisitions, tax, employment, litigation and regulatory teams.
The Cox & Palmer team, led by Wayne Myles, QC, included Anna Cook (M&A), Darren O’Keefe (M&A and due diligence), Greg Anthony and Ashley Savinov (HR and employment), Douglas Wright (tax) and Mark Russell, Lindsay Hollett, Conor Stack and Emily Lukaweski (due diligence).
Myles also oversaw, and the Cox & Palmer team worked collaboratively with, international M&A deal specialist Benjamin Kavanagh and Stephanie Randall, of Myles & Company Inc; and the London England Office of Freshfields Bruckhaus Deringer. The Freshfields team, was led by corporate partner Piers Prichard Jones and corporate associate Katie Brown, and advised on the UK aspects of the transaction, with UK due diligence support from Mills & Reeve (led by Tom Pickthorn). Myles and his Cox & Palmer teams also coordinated the efforts and worked closely with Columbus’s other legal advisers, including Patterson Belknap Webb & Tyler (special US bond counsel, led by Herman Raspé) and Morgan Lewis & Bockius LLP (special USA regulatory counsel, led by Ulises Pin and Hill Wellford), and various other local counsel in the local countries where Columbus or CWC operate.
The London, UK offices of Slaughter and May (led by partner Andrew Jolly) acted as lead legal advisors to Cable & Wireless Communications PLC.