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Nader, Hayaux y Goebel, SC

TORRE ARCOS, PASSEO DE LOS TAMARINDOS 400 B, 7th FLOOR COL. BOSQUES DE LAS LOMAS, MEXICO, D.F. 05120, MEXICO
Tel:
Work +52 55 4170 3000
Email:
Web:
www.nhg.com.mx
London, Mexico City

Mexico

Banking and finance
Banking and finance - ranked: tier 1

Nader, Hayaux y Goebel, SC

Nader, Hayaux y Goebel, SC fields a ‘very good’ banking and finance practice whose strength is based not only on its experience in mid- and high-end sophisticated and complex transactions, but also as a result of the fact that many members of the 31-strong team have been working together for over two decades. The practice covers the full range of banking and finance matters, including complex securitisations and structured finance, equity placements, equity funds and leveraged buyouts, leasing, corporate lending, real estate finance and project finance, traditionally advising banks, although occasionally also representing borrowers. Recent work involved numerous structured credits in the corporate, infrastructure and real estate sectors, including advising Citibanamex, Citibank and Citigroup Global Markets on a $347m project financing to BlackRock for a coal transport and storage system in western Mexico. Javier Arreola and Michell Nader S led on the deal. A specialist in project finance, asset-backed finance, and workouts, Arreola is considered ‘a very diligent lawyer who has a great deal of control over the operation’, while ‘extraordinary’ practice head Nader ‘has a reputation that precedes him’; he also has a specialisation in project finance. Hans Goebel, whose wide-ranging practice covers banking, regulation, financing and capital markets, assisted Bank of Montreal, as administrative agent of a syndicate of lenders, on providing an $8.5bn revolver financing to Element Financial for the acquisition of a terrestrial fleet owned by GE in several jurisdictions. Julián Garza C also has a broad practice, with a specialisation in regulatory and finance work; 2017 saw him handle a variety of matters, including advising banking and financial clients on the regulatory, corporate and transactional aspects of operations; undertake contractual arrangements concerning associations with other entities involving the use of banking products, and assist with securing governmental authorisations regarding changes to corporate and equity organisation and structure; as well as handling a number of financings structured through private placements. Real estate and project finance specialist Vanessa Franyutti J advised lenders, Banco Santander, Banco Nacional de Obras y Servicios Públicos and Banco Inbursa on providing a MXN$5.31bn syndicated loan to a subsidiary of Spanish construction company OHL for its Atizapán-Atlacomulco toll road concession. Also specialised in real estate finance, Eduardo Villanueva O (acting in conjunction with Nader) advised Banorte and Banco Nacional de México, as lenders, on a MXN$4.5bn secured credit facility to Frisa, primarily for the repayment of existing debt and capex. In line with his practice assisting international clients and foreign investors, Yves Hayaux-du-Tilly advised the European Investment Bank on the extent of the Mexican Federal Government’s liability under certain guarantees from Mexican state-owned banks, and, in conjunction with Luciano Pérez G, assisted BNP Paribas NY with all legal aspects related to the opening of cash management accounts for Mexican clients. Key support comes from Adrián López G and Mónica Ramos C (named counsel in early 2018), who one peer describes as ‘having a deep understanding of what they are doing; they discuss what needs to be discussed and don’t waste time on the rest. They have thoroughness and expertise’. Other team members include Gunter A Schwandt G, Héctor Arangua L, Alejandro Rojas V, and associates Jose H Rocha S and Gustavo Díaz B. Clients include Bank of America, Bancomer, Barclays, Scotiabank, Metlife, Prudential, HSBC, and Rabobank.

Leading lawyers

Hans Goebel - Nader, Hayaux y Goebel, SC

Javier Arreola - Nader, Hayaux y Goebel, SC

Julián Garza C - Nader, Hayaux y Goebel, SC

Michell Nader S - Nader, Hayaux y Goebel, SC

Next generation lawyers

Adrián López G - Nader, Hayaux y Goebel, SC

Mónica Ramos C - Nader, Hayaux y Goebel, SC

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Bankruptcy and restructuring
Bankruptcy and restructuring - ranked: tier 1

Nader, Hayaux y Goebel, SC

While reflecting the excellence of the firm’s other financial practices (with which there is an overlap), Nader, Hayaux y Goebel, SC’s ‘top notch’ bankruptcy and restructuring practice stands on its own merit, acting for creditors and debtors on some of the most complex and high-end cases in recent Mexican history, including cross-border ones. The 10-strong team, led by Michell Nader S and Javier Arreola – ‘both extremely knowledgeable and commercial’ – has over 30 years’ experience, handling every aspect of bankruptcy and restructuring, including strategic positioning and strategic alliances, structuring, coordination and litigation, documentation, asset divestitures, leveraged buyouts, debt repurchases, debt swaps, debt-to-equity swaps and refinancing through means ranging from take-out lenders, private equity and public offerings of commercial paper, notes and bonds to financial and leveraged leases. For clients and peers, Nader is an institution in his own right, as attested by one client: he is ‘highly knowledgeable across a wide range of subjects, and he has extremely deep connections in the country. He is our first choice on all matters in Mexico. I would recommend NHG, and in particular Michell, with the highest referral possible. He is a true partner and is trusted with all of our most important and sensitive matters without hesitation’. He and Arreola continued to work on long-standing cases, such as assisting the largest group of creditors in the insolvency and workout of major steel manufacturer Altos Hornos de México (AHMSA). Arreola represented Fondo Nacional de Infraestructura (FONADIN) as co-investor in the capital stock of Energía Eólica del Sur (EES), as part of the MXN$1.67bn restructuring and refinancing of the Oaxacan wind farm project. Insurance specialist Yves Hayaux-du-Tilly L has niche expertise working for regulated entities; within the context of its dissolution and liquidation, he represented Chrysler Financial on the sale of its Mexican financial-services operations to Grupo Financiero Inbursa. Hans P Goebel C assisted Oro Negro with its $1bn insolvency, involving several jurisdictions; while (in conjunction with Nader), Adrián López G advised Sumitomo Mitsui Bank and other creditors on the restructuring of Abengoa. ‘Very prominent’ senior associate Lucia G Laganá ‘demonstrates great ability’ in the cases she works on, which include the AHMSA matter, among others. Clients include Argentem Creek Partners, Bank of America, Barclays Bank, Rabobank, Danske Bank, Portigon, PGIM Real Estate, DE Shaw, and LandAmerica Financial Group.

Leading lawyers

Javier Arreola - Nader, Hayaux y Goebel, SC

Michell Nader S - Nader, Hayaux y Goebel, SC

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Capital markets
Capital markets - ranked: tier 1

Nader, Hayaux y Goebel, SC

Nader, Hayaux y Goebel, SC’s capital markets team reflects the excellence of the rest of its transactional practices, and commentators confirm it as ‘undoubtedly top-tier’. As is the case with a number of the firm’s other departments, many of the members of the 13-strong team (six partners, one counsel, and six associates) have been working together for over two decades, covering all manner of capital markets issues, including securitisations, structured finance, equity placements, IPOs and equity fund leveraged buyouts, as well as having acted on innovative mandates involving CKDs, CERPIs, and FIBRAs. Recent examples of this saw the team assist construction consortium APP Coatzacoalcos Villahermosa with the securitisation of collection rights from a toll road it is developing, issuing notes worth MXN$1.9bn in an innovative project financing transaction involving the first note issuance in the country to finance a transport-related PPP services agreement through the issuance of bonds rather than a bank loan; advise investment vehicle CKD IM on the registration of a Fibra E securities programme allowing companies to use the structured finance instruments to fund purchases of energy and infrastructure assets; and act for construction company Carza to establish a CKD fund worth MXN$2.5bn and complete its debut issuance to become the first residential real estate fund in Mexico making payments to investors based on sales proceeds rather than profits. With over 30 years’ experience in the area, ‘capital markets stalwart’ Michell Nader S was lead partner on all three cases, in conjunction with Julián Garza C on the first case, and Gunter A Schwandt G on the latter two. Along with Nader, Garza also assisted Citibanamex as lead underwriter in the placement of CKDs issued by a vehicle sponsored by PGIM (Prudential Real Estate Mexico) in the Mexican market with a target initial issuance of MXN$884.4m plus additional commitments (through a capital call mechanism), for a targeted total committed issuance amount of MXN$4.422bn, the second largest CKD placed in Mexico in 2017. Schwandt, in turn, led advice to Artha Capital on the launch of its fifth CKD fund, in two separate classes of certificates. In another CKD mandate, Hans Goebel C and Héctor Arangua L assisted Navix de México with the structuring and placement of CKDs in the Mexican market with a target initial issuance of MXN$1.2bn plus additional commitments (through a capital call mechanism), for a targeted total committed issuance amount of MXN$6bn, with the aim of funding a diversified portfolio of debt assets. Diego Sánchez Villarreal was made partner in early 2018. In addition to all these partners, the team fields a strong second line, including Mónica Ramos C, who was recently promoted to counsel, and senior associate Ana Paula Telleria R. Clients include Axis, Bank of America, Bancomer, Banorte-Ixe, Barclays and Banco Santander.

Leading lawyers

Michell Nader S - Nader, Hayaux y Goebel, SC

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Corporate and M&A
Corporate and M&A - ranked: tier 1

Nader, Hayaux y Goebel, SC

Nader, Hayaux y Goebel, SC is ‘one of the top transactional law firms in Mexico’. Its ‘sophisticated’ team, led by Michell Nader S, ‘sees a lot of the market’ and is noted for its ‘excellent quality of work’. The group includes leading figures such as the ‘detail-oriented and versatile’ Julián Garza, and name partners Hans Goebel and Yves Hayaux-du-Tilly. Major recent transactions include advising MetLife on the $134m sale of MetLife Afore to Principal Financial Group; and advising Henkel on its acquisition of the Guadalajara-headquartered Nattura Group. On the private equity front, the team is advising Banyan Tree Capital on the creation of a fund that will be incorporated as a Mexican trust with the purpose of investing in the hospitality sector.

Leading lawyers

Michell Nader S - Nader, Hayaux y Goebel, SC

Yves Hayaux-du-Tilly - Nader, Hayaux y Goebel, SC

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Energy and natural resources
Energy and natural resources - ranked: tier 2

Nader, Hayaux y Goebel, SC

Clients of Nader, Hayaux y Goebel, SC benefit from its twin strengths in corporate and projects work, both of which the firm puts to good use in the energy sector. On the renewables side, it advised Fondo Nacional de Infrastructure and Balam Fund on their investment into Energía Eólica del Sur, as part of the restructuring of a major wind farm project in Oaxaca. The firm also has strong experience advising clients on the bidding process for offshore exploration and production allocations. Michell Nader S leads the highly rated team, which will miss José Sifuentes, who recently joined Norton Rose Fulbright.

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Insurance
Insurance - ranked: tier 1

Nader, Hayaux y Goebel, SC

The ‘excellent’ insurance practice at Nader, Hayaux y Goebel, SC stands as leader in the market for its depth of experience and – with 12 lawyers – size. Clients value ‘the accessibility of the lawyers, the rapidity of replies and the foundation of consultations, the knowledge of the law and of our business models. It stands out because of its knowledge of the insurance market (as well as of other areas), its professional prestige endorsed by an excellent reputation in the market, and its being at the vanguard in terms of being up-to-date on legislative news’. The practice has offices in Mexico City and in London and covers the full range of insurance matters, namely non-contentious corporate, regulatory, transactional and compliance matters, along with product design and development; and contentious matters such as claims, coverage issues, arbitration, litigation, and insurance and reinsurance recoveries – the team also draws on the firm’s strong finance practice as necessary. In recent international work, the group advised Assurant on its $2.5bn reverse merger with The Warranty Group, resulting in the indirect acquisition of approximately 77% of the interest in the Mexican subsidiaries of the latter; and Brazilian company OdontoPrev on the negotiation of the amendments and restructuring of the shareholders agreement of the client’s Mexican insurance company with its Mexican partners. On the domestic front, it assisted Laureate International Universities with the incorporation of an insurance broker; 31 reinsurance companies with all the regulatory aspects of their operations as foreign reinsurance companies in Mexico; Cardif Generales and Cardif Vida in all regulatory aspects related with their operations, as well as with their distribution schemes and the structuring and negotiation of the major agreements entered into with their commercial partners. London-based practice head Yves Hayaux-du-Tilly is a ‘great lawyer’, according to peers; clients value his ‘professionalism, proximity, accessibility, legal prudence, knowledge of the Mexican market, and rigour’. Other key figures include Luciano Pérez G, who handles non-contentious work, particularly regulatory and corporate matters; Michell Nader S, who handles M&A deals in the insurance sector; and Julián Garza C, also a corporate and finance lawyer, who has specialised regulatory knowledge in insurance transactions. Noted associates include Juan Pablo Sáinz, who focuses on advising the London market on Mexican law in relation to coverage and regulatory issues and international transactions; and J Raúl Jasso P, who spent a year working in the New York offices of Clifford Chance. Other clients include AXA Seguros, MetLife, Grupo Nacional Provincial, Zurich, Chubb, Seguros Banorte, SURA, The Travelers Companies and BUPA Mexico. Miguel A de la Fuente moved to Garrigues.

Leading lawyers

Yves Hayaux-du-Tilly - Nader, Hayaux y Goebel, SC

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Projects and infrastructure
Projects and infrastructure - ranked: tier 1

Nader, Hayaux y Goebel, SC

Nader, Hayaux y Goebel, SC fields ‘a strong, commercially savvy and pragmatic team delivering sound legal advice and exercising good judgment and knowledge of the market’. Highly respected name partner Michell Nader S heads the team, which includes the ‘proactive and pragmatic’ Javier Arreola, who ‘excels in helping clients become comfortable with an unfamiliar market and legal landscape’. The firm has extensive experience acting for public sector clients, recently advising the Sonora State Water Commission on the legal terms of its PPP bidding process to build, operate and maintain a desalination plant. The firm also represents numerous private sector clients, and has been very active for lenders on projects in the renewables and hydrocarbons sectors. Key partners include Vanessa Franyutti and Alejandro Rojas. Associate Santiago Medina is ‘a pleasure to work with’.

Leading lawyers

Michell Nader S - Nader, Hayaux y Goebel, SC

Vanessa Franyutti - Nader, Hayaux y Goebel, SC

Next generation lawyers

Santiago Medina - Nader, Hayaux y Goebel, SC

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Real estate
Real estate - ranked: tier 1

Nader, Hayaux y Goebel, SC

The large (nine partners and 13 associates) real estate team at Nader, Hayaux y Goebel, SC assists clients in high-end real estate matters, and while offering the full range of practice expertise, it is mostly noted for transactional and finance work in the area. The core of the team has been working together for over 20 years, and the lawyers have honed their skills on some of the most innovative mandates in the country. Of note is the team’s ongoing assistance to FibraHotel (the first FIBRA in the business hotel sub-sector), which has involved a MXN$2.89bn lease agreement with Grupo Posadas for the latter to operate hotel Fiesta Americana Condesa Cancun within the context of the acquisition of the hotel by the client from Posadas; and the MXN$130m acquisition of a Fiesta Americana hotel known as "Hacienda Galindo", located in San Juan del Río, Querétaro, also a transaction carried out with Grupo Posadas. In another major deal, the team advised Marriott Hotels International on a joint venture with Inmobiliaria Xtra Hoteles (operating under the Mexican companies Inmobiliaria Valiant and Inmobiliaria Cancún), and the refinancing of its existing loans with Bank of Nova Scotia and Scotiabank Inverlat; Danske Bank on real estate aspects of the Diamante Cabo San Lucas Development, to which the client granted a loan; and Fibra Danhos on its third debt issuance – carried out in record time – with the objective of funding expenditures and working capital, the completion of the Parque Las Antenas development, and to initiate the construction of a development in Mexico City. Practice head Michell Nader S led this latter deal; he is considered an outstanding lawyer, especially with regard to financing matters, although partner Vanessa Franyutti is probably the firm’s most active lawyer in this area. ‘Professional and focused’, Franyutti is lauded by peers for her work, which has included the Marriott and Danske Bank cases; she and Nader undertook the FibraHotel work in tandem. Other key lawyers in the department include Alejandro Rojas V, who also handles FibraHotel work; Eduardo Villanueva O, who acted for Grupo Estancias Extendidas, as borrower, on a MXN$550m syndicated secured credit facility granted by Scotiabank Inverlat for the construction of nine hotels, and for SabCapital as lenders in a $52m syndicated secured credit facility granted by SabCapital and Banorte to Canamex International, Desarrolladora Medano and Operadora; and Javier Arreola who assisted MetLife México, as lender, on a MXN$340m refinancing extended to a joint venture formed by Walton St and Planigrupo. Further support comes from partners Hans P Goebel C, Julián Garza C, Gunter A Schwandt G, and Adrián López G. Clients include GE Real Estate México, MSD Capital, Verde Realty, Banco Sabadell, Prudential Real Estate Investors / Prudential Mortgage, Inmobiliaria Helmer, and Vertex.

Leading lawyers

Michell Nader S - Nader, Hayaux y Goebel, SC

Vanessa Franyutti - Nader, Hayaux y Goebel, SC

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TMT
TMT - ranked: tier 3

Nader, Hayaux y Goebel, SC

At Nader, Hayaux y Goebel, SC, the TMT practice handles sophisticated corporate and finance mandates for high-profile sector clients, as well as undertaking their regulatory and day-to-day work. For example, the team continues to advise Eutelsat on corporate, regulatory and transactional matters, having previously assisted it with corporate reorganisations, capitalisations, licensing matters, capital restructurings, investment compliance requirements in accordance with telecom regulations, filings before the telecom authorities, and data privacy matters. Grupo Salinas’ TV Azteca is another client which the team advised on the creation of a flexible MXN$10bn debt programme that allows the client to issue notes with different features, with the aim of enhancing the client’s telecom and television capabilities; as well as on a $400m senior notes offering under Rule 144A/Reg S listed on the Singapore Exchange. The 8-strong team is co-led by Julián Garza and Michell Nader S, who represent Eutelsat and Grupo Salinas, respectively. The team further includes Gunter Schwandt, who is active on corporate and financial transactions in the telecommunications and broadcasting sectors (especially for Grupo Salinas and its companies), and senior associate Gustavo Díaz B, who has expertise in corporate and financial transactions, as well as regulatory matters, in the telecom and broadcasting sectors. Other clients include Telefónica, Telefónica Movistar México, Softlayer Technologies, and the Inter-American Investment Corporation.

Leading lawyers

Julián Garza - Nader, Hayaux y Goebel, SC

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Tax
Tax - ranked: tier 4

Nader, Hayaux y Goebel, SC

Nader, Hayaux y Goebel, SC is intent on developing and consolidating its tax practice (established in 2015), and, according to market feedback, it is gradually doing so, albeit the size of the practice group remains a question. The team currently numbers one partner, three associates, and a law clerk; peers admire the quality of its work, as do clients, adding, however, that ‘as the client base for tax mandates grows at the firm, the depth of the tax team and strength of associates will need to increase’. In any case, according to one client, ‘in terms of tax-efficient acquisition structures, the team has a creative and most knowledgeable approach not seen in other firms’. This is largely due to ‘fantastic’ practice head Adalberto Valadez H, whose ‘out-the-box thinking’ is ‘probably the best in tax advisers in Mexico’. The practice covers the tax aspects of high-end transactions and projects, including M&A and capital markets, as well as day-to-day tax matters, and it has also recently advised clients on the tax implications arising from reforms in the energy sector. It does not currently undertake tax litigation or transfer pricing. Valadez moved to the firm after 14 years at Chévez, Ruiz, Zamarripa y Cía SC and his well-rounded practice is evidenced by his ‘knowledge of the Mexican tax code and his latest involvement with the government tax reforms, which is instrumental and unique’, as well as his ‘great dedication and skill at explaining complex tax structures’. Since his arrival he has been building the team, with the lateral hire of three associates (Paola Plaza in March 2016, María Concepción Vaca G in February 2017, and Alejandro Gordillo R in April 2017), and a law clerk (Rebeca de la Garza in June 2017). In line with some of the firm’s other departments (such as capital markets), recent highlights include assisting Desarrollos Delta with the tax law issues related to the structuring and placement of MXN$4bn in CKDs, involving consideration of the tax-exempt nature of the intended main investors in the CKD and identification of the most efficient structure to fund the investment vehicles used. In a cross-border highlight, the team assisted with the tax due diligence and structuring of a $1.35bn transaction whereby Caisse de dépôt et placement du Québec (CDPQ) and CKD Infraestructura México (CKD IM) acquired an 80% stake in a portfolio of renewable energy projects developed by Enel in Mexico, involving several tax regimes and the possibility of new projects being added to the structure. It also provided tax advice to BlackRock on structuring its acquisition of Citibanamex’s asset management business in Mexico. Other clients include Artha Capital, Banyan Tree, DILA Capital, EMX Capital and General Electric.

Leading lawyers

Adalberto Valadez H - Nader, Hayaux y Goebel, SC

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