The Tech M&A Podcast
Episode 104: Inside the Deal with Heriberto Garcia
Why It Matters
Understanding the nuances of M&A in emerging markets helps founders and investors navigate complex deals more effectively, reducing costly surprises and ensuring smoother transitions. Garcia’s firsthand lessons are especially relevant now as Latin America sees a surge in tech exits, making this episode a timely guide for anyone planning to sell a high‑growth company.
Key Takeaways
- •Planned exit from day one, targeting retirement
- •Search fund proved ideal buyer over traditional telcos
- •Early tax and working‑capital prep avoided due‑diligence delays
- •Run a self‑conducted due diligence before buyer’s process
- •Keep sale confidential; avoid staff leaks
Pulse Analysis
Heriberto Garcia built Vialterna Comunicaciones into a national telecom player over 15 years, always eyeing a retirement‑driven exit. When the time arrived, he bypassed traditional telco suitors and partnered with a search fund, a move he describes as a perfect cultural and strategic match. This decision highlights how modern M&A deals in Latin America increasingly favor agile, founder‑friendly investors over legacy operators, especially for tech‑focused businesses seeking continuity and growth.
The former CEO stresses that meticulous tax planning and working‑capital analysis are non‑negotiable. He engaged specialized legal and financial advisors early, preventing costly surprises during the due‑diligence phase. Running a “free” internal due‑diligence audit before any buyer’s request gave Vialterna a clean data room, accelerated negotiations, and demonstrated transparency—key signals that boost valuation in competitive deal rooms.
Garcia’s advice to CEOs contemplating a sale is pragmatic: understand true valuation, lock in a firm decision with all stakeholders, and keep the process confidential. Authenticity and rapid response to legal, tax, or technical inquiries build buyer confidence. Finally, anticipate a multi‑year transition rather than an instant hand‑off; the sale price reflects a complex SPA formula, not a simple cash transaction. These insights equip Latin American founders with a roadmap to a smoother, more lucrative exit.
Episode Description
In this episode of the Tech M&A Podcast, we chat with Heriberto Garcia, founder and former CEO of Vialterna Comunicaciones, a leading modern telecommunications firm serving all of Mexico. Over 15 years, Heriberto built Vialterna into a powerhouse of connectivity before navigating a successful exit to a search fund — a buyer type he initially never expected to consider.
Heriberto shares how a Corum seminar he attended three decades ago planted the seed for his eventual exit, and how that knowledge stayed with him until the timing was right. He offers candid advice on the importance of pre-deal preparation, the often-overlooked complexity of tax due diligence, and why authenticity and transparency with buyers can be your greatest asset. He also reflects on the realities of post-exit life — including the multi-year transition that follows a deal and the importance of learning to manage newfound wealth.
Takeaways
Plant the seed early: A seminar attended 30 years prior shaped Heriberto's entire approach to eventually selling — long-term mindset matters.
Run a pre-due diligence on yourself: Conducting your own internal DD before going to market surfaces surprises early and dramatically smooths the formal process.
Don't underestimate tax: Tax due diligence should be addressed from the very beginning of the process, not left to the end.
Be open to unexpected buyers: A search fund — initially rejected outright — turned out to be the perfect match, proving that criteria should remain flexible.
Authenticity wins deals: Transparency and openness with potential buyers builds trust and accelerates the process.
Keep the sale confidential: Avoid telling staff or partners until necessary — unexpected reactions can complicate operations mid-deal.
Expect a long transition: Post-exit life involves a multi-year handover, not an overnight handoff.
Timestamps
00:00 – Introduction: Heriberto Garcia and Vialterna Comunicaciones
01:00 – 15 years building a telecom powerhouse across Mexico
02:00 – How a Corum seminar 30 years ago set the foundation for this exit
03:00 – The motivation to sell: retirement planning and the right timing
04:00 – Surprises in the market: rejecting investment funds — then finding the perfect search fund
05:30 – Due diligence surprises and the lesson of working capital
06:30 – External advisors: legal, financial, and tax support during the deal
07:30 – What Heriberto wishes he'd known: pre-DD, taxes, and behaving like a big company
08:30 – How the right buyer was chosen — and why transparency sealed it
09:30 – Advice for CEOs in Latin America: valuations, firm decisions, and authenticity
10:30 – Post-exit life: transitions, wealth management, and what comes next
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