Capital markets in Mexico
A 'pioneer in Mexico' where it has stood at the forefront of capital markets practice for over 20 years, Creel, García-Cuéllar, Aiza y Enríquez, S.C. receives particular praise for its 35-lawyer team. Acting for issuers, sponsors, structuring agents, underwriters, pension funds (AFORES), investment funds, rating agencies, arrangers, placement agents and financial guarantors, among others, it has proved an unequalled performer in first-of-its-kind transactions such as CKD listings and the initial operations for mortgage REITs, master limited partnership Fibra-Es, and CERPIs. An 'excellent leader', high-profile group head and senior partner Carlos Aiza remains one of the most sought-after specialists in the capital markets sector; working in conjunction with younger partner Mercedes Haddad, he co-led advice to Terrafina on its $500m Rule 144A/Reg S offering. Haddad also led on the MXN$255.2m reopening of an initial CKD trust issuance on behalf of Casa de Bolsa Santander. Noted for his creativity, Carlos Zamarrón led advice to Vista Oil & Gas on its $100.9m re-IPO on the New York Stock Exchange; while Rodrigo Castelazo led on the $400m Minera y Metalúrgica del Boleo matter (see below). Additional partner-level involvement is provided by name-partner Jean Michel Enríquez and Eduardo Flores (who co-lead advice to Banco Santander Spain on its $1.49bn buy-back offer for outstanding 'B' shares in Banco Santander México), along with Jorge Montaño, who handles M&A, private equity and corporate and commercial matters as well as capital markets work.
‘Creel’s capital markets team has an exceptional level and the incorporation of Eduardo Flores and Narciso Campos gives them an enormous advantage by having partners who were also in the public sector, which broadens their vision.‘
‘Creel’s capital markets partners have an excellent level and have been pioneers of many operations under the leadership of Carlos Aiza; now they also have a very good view of the regulator’s point of view thanks to Eduardo Flores and Narciso Campos.‘
Vista Oil and Gas
Credit Suisse Asset Management
- Mexican tax and legal counsel to integrated real estate company Gran Ciudad, on the structuring of an investment platform through a publicly traded trust as issuer of capital development certificates (CKDs).
- Represented Korea’s Minera y Metalúrgica del Boleo on the issuance of $400m in guaranteed notes issued under a program established by Korea Resources Corporation (Kores), a wholly state-owned entity.
- Counsel to Actis Gestor de Capital Mexico on its international CERPI that acts as a feeder fund to allow Mexican pension funds to make investments outside of Mexico in Actis’ global and regional funds.
- Mexican counsel to Terrafina on its $500m Rule 144A/Reg S offering; and associated tender offer for its unsecured notes due 2022, issued November 2015.
- Mexican counsel to Vista Oil & Gas on all matters related to its re-IPO and listing on the New York Stock Exchange.
Galicia Abogados S.C.'s integrated 15-strong team is co-led by Maurice Berkman (securities law and corporate financing), and Guillermo Pérez Santiago (capital markets, banking, finance and M&A), with the additional involvement of name partner Manuel Galicia (corporate finance, M&A, capital markets and private capital), and José Visoso (financing, capital markets, M&A and real estate). Acting for a more or less even split of issuer and lender-side clients as well as intermediaries, the team is adept in local and international debt capital markets, equity (and equity-like) capital markets, project bonds, asset securitization and structured products, especially in the energy, retail, finance, insurance, telecommunications and pharmaceutical industries; it also handles regulatory matters. Recent highlight work for the team included advising Merrill Lynch México and JP Morgan on the $300m global initial public offering of an SPAC – the second in the Mexican market – by sponsor Promecap; Grupo Inmobilia, as sponsor, on its $162m development trust bonds IPO; and UStorage (as sponsor) and Banorte (as underwriter), on the former’s $14m issuance of equity securities (CBFIs) through a real estate investment trust (REIT) on the Mexican Stock Exchange. Key support comes from senior associate María de los Ángeles Padilla Zubiría and associate José Alejandro Cortés Serrano.
‘Excellent team, high knowledge and very diligent partners. My perception is always that they prepare very well to make their clients feel confident.’
‘Diligent and always available for any subject at any time.‘
Bank of America Merrill Lynch
Grupo Palacio de Hierro
- Advised BBVA Bancomer on the establishment of a $10bn medium term notes program and first offering of tier 2 capital notes, due 2034.
- Advised several insurance companies, as purchasers, and MUFG Bank, as letter-of-credit facility agent, on a $225m senior notes issue and letter-of-credit facility totaling $19.4m.
- Advised BBVA Securities, JP Morgan Securities, Citigroup Global Markets and Barclays Capital on CI Banco’s offering (as trustee) of $500m senior notes in Terrafina.
- Advised Citigroup Global Markets on an issuance by Vista Oil & Gas, the first public offering of shares in Mexico since March 2018.
- Represented Grupo Bimbo in its $600m Rule 144A/Reg S senior notes offering, due 2049.
Greenberg Traurig, S.C. significantly strengthened its practice in October 2019 with the incorporation of Rodrigo Orozco (and four associates) from his former boutique. Formerly at White & Case S.C. for 20 years, Orozco is particularly experienced in advising on sub-sovereign debt issues, and recently advised Mexico City's Ministry of Finance on its annual MXN$1.5bn debt issuance; he also has niche expertise in catastrophe bonds. More broadly, the now 19-strong team (including seven partners) is led by José Raz Guzmán and Juan Manuel González Bernal, both deeply experienced well-known market figures. Market reference Raz Guzman's recent mandates include advising the underwriters and initial purchasers on a series of sizeable offerings by América Móvil, while González has over 20 years’ experience handling complex project finance transactions, many in the domestic and cross-border securities market; he and Carlos Garduño manged the liquidation of GACM's MXN$34bn FIBRA-E trust, originally intended for the development of Mexico City's new international airport. The team is particularly recommended for structured securities work such as CKDs and CERPIs, with a particular focus on the real estate and infrastructure sectors. Other key practice figures include Miguel Moisés and young partner José Antonio Butrón – elected shareholder in 2018, he 'presents work with relentless quality, but also with great speed'. Highly experienced senior associate David Argueta provides key support and associate Gabriela Palomino is noted in relation to real estate and project-side finance matters.
‘Despite being an international firm and large in size of the team, the treatment with the client is excellent and personalized. Compared to other firms, the advantage is the speed and efficiency with which the issues are addressed.‘
‘The quality of the work presented by partner José Antonio Butron, as well as by associate Gabriela Palomino has been of the highest level. They not only present work with relentless quality, but also with great speed.‘
Ministry of Finance of Mexico City’s Government
Grupo Aeroportuario de la Ciudad de México (GACM)
Mexico Infrastructure Partners II
Red de Carreteras de Occidente (RCO)
- Representation of intermediaries Citigroup, Morgan Stanley, Barclays and Merrill Lynch in the dual-tranche offering by América Móvil of $10bn in senior notes (due 2029), and $1.25bn in senior notes (due 2049); both offerings were SEC-registered takedowns, with the notes listed on the New York Stock Exchange.
- Representation of the initial purchasers and underwriters in América Móvil’s €1bn dual-tranche senior notes offering; the offering was an SEC-registered takedown, with notes listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market.
- Represented the Ministry of Finance of Mexico City’s Government on its annual debt certificates issuance, for a total amount of MXNS1.5bn (approx. $79m); the first under the current administration.
- Represented the lead institutional investors on the Mexican Stock Exchange-listing of the second investment fund (CERPI) sponsored by Blackstone, for an amount of $500m.
- Advised Grupo Aeroportuario de la Ciudad de México on the negotiation, structuring and execution of an early repayment of MXN$34bn (approx. $1.75bn) worth of equity trust certificates issued through a FIBRA-E in March of 2018.
Mijares, Angoitia, Cortés y Fuentes S.C. 'is at the highest level of experience and is "best category" for stock market practice in Mexico' according to clients. The 20-strong practice handles the full range of capital markets transactions, and associated administrative, regulatory and compliance matters for issuers, underwriters, structuring agents, investors and rating agencies. It has a strong presence in the regulated sectors – including telecoms, energy, aviation, and banking and finance, along with infrastructure, real estate and retail. The team is led by 'key individuals when it comes to consulting in Mexico': Ricardo Maldonado and Martín Sánchez co-lead in conjunction with Patricio Trad and Manuel Echave. Headline mandates saw Sánchez lead counsel to the underwriters on Fibra Uno’s $1bn, dual-tranche senior notes offering in accordance with Rule 144A/Reg S. Young partner Ignacio Armida (raised to the partnership back in 2018) and Patrick Meshoulam (who made partner in April 2020) provide key support on all aspects of capital markets work along with associates Francisco Glennie and Carlos Jiménez. Other matters saw Armida co-lead advice (with Echave) to Red de Carreteras de Occidente on two senior notes issuances (one a reopening issuance), with an aggregate value of MXN$10bn.
‘Of course, Mijares is at the highest level of experience and “best category” for stock market practice in Mexico.‘
‘Ricardo Maldonado and Martin Sánchez Bretón are the key individuals when it comes to consulting in Mexico. They have extensive experience and great command of the market – not to mention the confidence of many years on the part of clients.‘
Controladora Vuela Compañía de Aviación (Volaris)
Red de Carreteras de Occidente
Operadora de Servicios Mega
Banco Santander and Santander Investment Securities
Infraestructura Energetica Nova (IEnova)
Grupo Becle (Cuervo)
- Represented Grupo Famsa in a senior note exchange offering of newly issued 9.75% senior secured notes due 2024 for any and all of its outstanding 7.25% senior notes due 2020.
- Counsel to Citigroup Global Markets, BofA Securities and HSBC Securities (USA), as underwriters, on Fibra Uno’s $1bn, dual-tranche senior notes offering, in accordance with Rule 144A/Reg S.
- Deal counsel to Grupo Axo (as issuer), and Actinver Casa de Bolsa and Casa de Bolsa Banorte (as placement agents), in the authorization of an MXN$6bn local bonds program and the subsequent public offering of MXN$2bn in long-term securities.
- Advised Actis on the preparation of its investors’ memorandum for the public offering and issuance of investment project certificates (CERPIs), for an initial amount of USD$150m.
- Advised Volaris on the MXN$1.5bn issuance of 15 million asset-backed trust notes (certificados bursátiles fiduciarios) via an irrevocable trust created by Concesionaria Vuela (Volaris), with CI Banco.
Nader, Hayaux y Goebel, SC's capital markets team 'stands out for its depth, experience and sophistication.' The 13-strong group, the core of which has been working together for over 25 years, advises on the full spectrum of capital markets issues, from securitisations and structured finance to equity placements, IPOs and equity-fund leveraged buyouts; it is also experienced in CKD and FIBRA matters and works on capital raisings to fund infrastructure and energy projects. Practice head Michell Nader remains a reference in the market and leads on the lion's share of capital markets mandates; Hector Arangua focuses on complex securitisations, private funds, securities issued by Mexican companies and offered outside of Mexico, and CKDs - including designing and implementing first-of-a-kind CKD transactions; a case in point being his advice on the first CERPI issuance in Mexico. With market-leading knowledge in CKDs, FIBRAs and securitisation Gunter Schwandt is noted for his 'dedication, depth, and professionalism'. Hans Goebel recently advised a financial entity on a significant securitisation, as well as assisting Prudential Capital with a $75m private notes issuance in favour of Grupo Gondi. He, Julián Garza, Mónica Ramos and associate Paulina Bracamonte are 'outstanding Mexican lawyers, with a deep knowledge of structured financing, and broad knowledge of the Mexican market, both in terms of legislation and its practices'. Young partners Diego Sanchez Villarreal and Ana Paula Telleria are also noted.
‘The team: Nader, Hayaux & Goebel’s capital markets team stands out for its depth, experience and sophistication. It is a very professional team that provides very good customer service with great attention to detail. Their response times are exceptional and they focus on providing efficient and pragmatic solutions.‘
‘People: In addition to their capacity, experience and knowledge of the market, the attorneys in the capital markets practice area of Nader, Hayaux & Goebel focus on taking care of the client’s interests and at the same time proposing solutions that lead to close operations successfully. They are pro-business. I particularly recommend Gunter Schwandt for his dedication, depth, and professionalism.‘
‘NHG (particularly Hans Goebel, Julián Garza, Mónica Ramos and Paulina Bracamonte) have supported us in the generation, review and negotiation of contracts required for the structuring of financing in a private securitization format under Mexican legislation. It is important to highlight that the structured financing that we have originated with the support of NHG represent the most complex financing transactions that we originate at the local level; presenting a high degree of sophistication, in strict adherence to the global standards that HSBC has for this type of structure. With respect to other law firms in Mexico (top notch), NHG stands out for the participation it has had in both public and private securitizations and, consequently, for the high technical level it exhibits in this regard, as well as the clarity with which NHG attorneys draft the financing documents (considering a complex financing structure) which greatly facilitates both the negotiation of the documents and the operational understanding of the structure.‘
‘I consider the four of them (Hans Goebel, Julián Garza, Mónica Ramos and Paulina Bracamonte) as outstanding Mexican lawyers, with a deep knowledge of structured financing, and broad knowledge of the Mexican market, both in terms of legislation and its practices. The NHG lawyers (from partners to associates) are completely open to review any issue associated with the transaction in which we collaborate, contributing their deep expertise and sharing their recommendations to strengthen (in this case in favor of the bank as a creditor) the financing structure to be formalized. I consider, above all, valuable the ability they have to convey ideas / concepts in a clear, transparent and operable way, highlighting potential legal risks and proposing possible mitigating factors / solutions.‘
‘Unique knowledge of structured products in Mexico including CKDs, CERPIs and real estate FIBRAs.‘
‘The level of attention that partners dedicate to transactions is far above that of rival firms.‘
Bank of America
CKD Infraestructura Mexico
- Advised Total Play Telecom on the creation of a first-of-its-kind in the industry MXN$5bn securitisation programme, and its first MXN$2.5bn issuance therein, on the Mexico’s BIVA Stock Exchange.
- Advised Grupo Elektra on the second public offering of unsecured long-term notes for MXN$5bn under its MXN$15bn dual-debt programme.
- Advised HSBC México and Grupo Financiero HSBC, on issuing $180m perpetual, non-preferred, non-convertible shares as subordinated bonds to strengthen its capital structure, with prior authorization of the Mexican Central Bank.
- Advised FibraHotel on the placement of an inaugural bond in the debt market with a 10-year transaction for a total of MXN2.5 billion at a fixed rate of 8.83%.
- Advising Grupo Murano on a proposed joint venture –planned to be implemented under the structure of a CKD issuance– with Jones Lang LaSalle with respect to the development and management of an estimated $1bn of real estate properties located in Mexico City and Cancun that will operate as hotels.
'A very professional team that provides very good customer service with great attention to detail', Nader, Hayaux y Goebel, SC's capital markets practice 'stands out for its depth, experience and sophistication'. The 13-strong group, the core of which has been working together for over 25 years, advises on the full spectrum of capital markets issues, from securitizations and structured finance to equity placements, IPOs and equity-fund leveraged buyouts; it is also experienced in CKD and FIBRA matters and works on capital raisings to fund infrastructure and energy projects. Practice head Michell Nader Schekaiban remains a reference in the market and leads on the lion's share of capital markets mandates; Hector Arangua focuses on complex securitizations, private funds, securities issued by Mexican companies and outside of Mexico, and CKDs (including designing and implementing first-of-a-kind CKD transactions); a case in point being his advice on the first CERPI issuance in Mexico. With market-leading knowledge in CKDs, FIBRAs and securitization, Gunter Schwandt is noted for his 'dedication, depth, and professionalism'. Hans Goebel's practice is centered on securitization and CKD-related mandates; he recently advised a financial entity on a significant securitization, as well as assisting Prudential Capital with a $75m private notes issuance in favor of Grupo Gondi. Goebel, Julian Garza, Mónica Ramos and associate Paulina Bracamonte are 'outstanding Mexican lawyers, with a deep knowledge of structured financing, and broad knowledge of the Mexican market, both in terms of legislation and its practices'. Diego Sanchez Villarreal and Ana Paula Telleria, who made partner in January 2018 and 2019 respectively, are also noted.
‘Nader, Hayaux y Goebel’s capital markets team stands out for its depth, experience and sophistication. It is a very professional team that provides very good customer service with great attention to detail. Their response times are exceptional and they focus on providing efficient and pragmatic solutions. In addition to their capacity, experience and knowledge of the market, the attorneys in the capital markets practice area of Nader, Hayaux y Goebel focus on taking care of the client’s interests and at the same time proposing solutions that lead to close operations successfully. They are pro-business. I particularly recommend Gunter Schwandt for his dedication, depth, and professionalism.’
‘NHG (particularly Hans Goebel, Julián Garza, Mónica Ramos and Paulina Bracamonte) have supported us in the generation, review and negotiation of contracts required for the structuring of financing in a private securitization format under Mexican legislation. It is important to highlight that the structured financing that we have originated with the support of NHG represents the most complex financing transactions that we originate at the local level; presenting a high degree of sophistication, in strict adherence to the global standards for this type of structure. With respect to other law firms in Mexico (top notch), NHG stands out for the participation it has had in both public and private securitizations and, consequently, for the high technical-level it exhibits in this regard, as well as the clarity with which NHG attorneys draft the financing documents (considering a complex financing structure) which greatly facilitates both the negotiation of the documents and the operational understanding of the structure. I would also highlight (i) the accessibility of the partners to review the detail particularities of the financing structure to be formalized; (ii) the technical expertise that the members of the firm (from partners to associates) demonstrate in the generation, review, and negotiation of financing documents; and (iii) the clarity with which they manage to capture the complexity of the financing structure in the documents.‘
‘Unique knowledge of structured products in Mexico including CKDs, CERPIs and real estate FIBRAs. The level of attention paid by partners to transactions is far above that of rival firms.‘
Bank of America
CKD Infraestructura Mexico
- Advised Total Play on the creation of a MXN$5bn securitisation program and the first issuance of MXN$2.5bn on the Mexican Stock Exchange (BIVA).
- Advised Grupo Elektra on its second public offering of MXN$5bn unsecured long-term notes under its MXN$15bn dual-debt program.
- Advising Grupo Murano on a proposed joint venture (to be implemented under the structure of a CKD issuance) with Jones Lang LaSalle with respect to the development and management of real estate properties; estimated value, $1bn.
- Advised FibraHotel on the placement of an inaugural ten-year fixed-rate bond in the debt market for a total of MXN$2.5bn.
- Advised Fibra Storage on placing over 12 million CBFIs among its current certificate holders.
The 19-strong team at Ritch, Mueller, Heather y Nicolau, S.C. 'has the qualifications and above all, the expertise that is needed in capital markets transactions'. Led by market veteran Luis A Nicolau Gutiérrez and Gabriel del Valle Mendiola, the team advise primarily issuers and underwriters on both equity and debt offerings in the national and international market, as well as on structured products, including novel financial instruments such as CKDs. Nicolau 'knows the market inside out', while del Valle is applauded for his profound grasp of capital markets regulations. However, arguably it was Carlos Obregón Rojo who led on the firm's headline deal of the year: advising the underwriters on the United Mexican States' $2bn sovereign bond issue. Jean Paul Farah advised initial purchasers BofA Securities, Citigroup Global Markets, HSBC Securities (USA), Santander Investment Securities and UBS Securities on Minera México's $1bn 4.50% senior notes offering (due 2050), under Rule 144A/Reg S; while Pablo Perezalonso advised HSBC Mexico on the structuring and issuance of its first and second sets of bonds (aggregate value MXN$11.5bn). The 'outstanding' José Berrueta, who made partner back in 2018, is also noted – he led advice to the underwriters on Grupo Televisa’s $750m senior notes offering; as is Gabriel Robles, raised to the partnership in October 2020, who focuses on banking and finance, capital markets and corporate M&A, and assisted Nicolau with EXIM Bank of Korea's MXN$7bn Mexican notes issuance.
‘The team at Ritch, Mueller, Heather and Nicolau has the qualifications and above all, the expertise that is needed in capital markets transactions such as issuance of debt and equity SPVs. The knowledge and involvement of the partners is essential to achieve a successful outcome and the partners are always involved and adding value in the transactions.‘
‘They’re committed to making long-term alliances with other intermediaries in the market and with their clients. They seek to have a close relationship and that distinguishes them from their peers. I consider capital markets partner José Berrueta an outstanding lawyer who goes beyond what the client and his allies seek from him. Has a broad vision of the market. He is willing to seek all kinds of solutions, always with the best professionalism and a solid commitment to innovate.‘
JP Morgan Chase
Export – Import Bank of Korea
Citigroup Global Markets
- Acted as a special Mexican counsel to Barclays Capital, Merrill Lynch and Morgan Stanley in connection with the offering by the United Mexican States’ sovereign bond issuance of $2bn in 4.50% global notes, due 2029.
- Represented Spruceview México, as issuer, on its $300m CERPI offering.
- Represented Barclays Capital, Citigroup Global Markets, Goldman Sachs and Morgan Stanley & Co. LLC, as initial purchasers of Crédito Real’s $400m Rule 144A/Reg S offering of 9.50% senior notes due 2026.
- Represented BNP Paribas, Citigroup Global Markets, Merrill Lynch International and Banco Santander, as initial purchasers of CEMEX’s €400m 3.125% senior secured note issue, due 2026.
- Represented Industrias Peñoles in connection with its $1.1bn (aggregate principal amount), Rule 144A/Reg S offering of its 4.15% senior notes due 2029, and 5.65% senior notes due 2049.
The 24-strong team at White & Case S.C. undertakes a broad array of transaction types and regulatory mandates and has particular strength in debt operations; moreover, as part of a global firm, it also accesses considerable international work. The practice continues to represent long-standing client state-owned electricity company Comisión Federal de Electricidad (CFE), most recently as Mexican counsel on its $615m notes offering on the BMV's International Quotation System (SIC), and which was listed on the Taipei and Luxembourg stock exchanges. Juan Antonio Martín, Vicente Corta and Manuel Groenewold co-head the practice. Martín, who focuses on securities, domestic and cross-border financings, securitizations and derivatives, is very much the cornerstone of the practice. Corta focuses primarily on the finance sector itself, his recent work including advising Banorte on a capital notes issue, as well as deep involvement in the establishment of Mexico's new BIVA stock market. Groenwold focuses on securities offerings (including Rule 144A/Reg S), subordinated notes, FIBRA-Es, CKDs and other structured securities. Banking and regulatory (both financial and securities) partner Andrés Mosqueira's recent mandates include advising Banco Multiva and Grupo Financiera Multiva on the establishment of a MXN$10bn notes program. Other key members of a deep bench are Carlos Mainero, who focuses on capital markets and financial regulatory advice; Álvaro Garza-Galván, who advises on transactional and regulatory capital markets and insolvency matters; and Sergio Márquez, who was promoted to partner back in January 2019 and focuses on capital markets, M&A, and banking and finance. Former vice president of regulatory affairs at the Banking and Securities Commission (CNBV) Arcelia Olea Leyva is also an integral member of the team, as are counsel Romeo Vizzani, who has over 20 years' experience in capital markets, corporate law and regulatory matters; and experienced senior associate Eric Quiles, who is one to watch.
Banco Mercantil del Norte (Banorte)
Comisión Federal de Electricidad (CFE)
Citigroup / Citibanamex Casa de Bolsa
Fondo Especial para Financiamientos Agropecuarios (FEFA)
Grupo Aeroportuario del Pacífico (GAP)
Instituto del Fondo Nacional para el Consumo de los Trabajadores (INFONACOT)
- Advised Banco Mercantil del Norte and Grupo Financiero Banorte (acting through its Cayman Islands branch), as issuers, on the offering of $600m in five-year, and $500m in ten-year, subordinated Tier 1 capital notes.
- Mexican counsel to Braskem Idesa on its inaugural global offering of $900m (aggregate principal amount) of 7.45% notes, due 2029 .
- Advised Fondo Especial para Financiamientos Agropecuarios (FEFA) on its private, short- and long-term debt certificates issuance, with subsequent series, for an amount of up to MXN$180bn, due 2024.
- Advising Colony Mexico Advisers on implementing a change of control of its manager, so that the CKD Colony Trust ceases to be managed by an Abraaj Group entity and is subsequently managed by a Colony Group entity; the team also undertook the relevant associated administrative registrations.
González Calvillo, SC assists domestic and foreign businesses – including private equity firms and their portfolio companies, issuers and underwriters – with local and cross-border securities transactions and associated regulatory matters, with the sizeable 19-strong practice group demonstrating a notable focus on the financial, telecommunications, hospitality and automotive sectors. Headline mandates saw Jaime Cortés Alvarez lead counsel to TAG Norte Holding (as issuer) and TAG Pipelines Norte (project developer), as well as the sponsors (IEnova and Brookfield Infrastructure-controlled companies), in the simultaneous issuance and placement of $332m of 5.04% senior notes, due 2039, requiring an innovative creditor/investor co-existence scheme developed for the transaction. The department’s four partners all co-head the practice: banking, finance and cross-border M&A specialist José Victor Torres is legal counsel to Nissan, among others, regarding capital markets matters; Juan Manuel Sancho Rodrigo handles global securities offerings and private equity as part of his wider corporate finance, M&A and capital markets practice; longstanding capital markets counsel to Hir Casa, the above mentioned Cortés Alvarez handles debt, equity and securitization; while managing partner José Ignacio Rivero Andere focuses on local and cross-border transactional matters. A strong second line includes Alberto Bustamante (who was appointed counsel in Janaury 2021), senior associates Bernardo Reyes Retana and Jacinto Avalos, and associates Francisco Javier Alvarez and Daniel Guaida Azar.
NR Finance Mexico
TAG Norte Holding
Soluciones Integrales Tby
- Counsel to NR Finance on its MXN$2.5bn third issuance of secured, long-term notes, pursuant to its MXN$13bn BMV-listed issuance program.
- Counsel to Hir Casa on its MXN$1bn second trust certificate issuance, part of a program to securitize mortgage collection rights totaling MXN$2.5bn.
- Counsel to Navistar on regulatory authorizations with the CNBV in relation to its short-term notes issuances pursuant to its MXN$1.8bn program; and the incorporation of a new underwriter, Casa d Bolsa BASE, in said program.
The Holland & Knight capital markets team is particularly prominent in the Mexican real estate investment trust – or FIBRA – segment, advising on both equity and debt matters, including capital development certificates (CKDs). Recognized for his considerable experience in FIBRA-related matters, Guillermo Uribe Lara is an 'exceptional practitioner, with a very solid team and extensive reputation in the market'. He co-leads the department with Alejandro Landa and dedicated REIT-specialist Adrián Gay Lasa, who was raised to the partnership in January 2020. Key support comes from associates Jorge González Carlini, Santiago Soldevilla and Mirna Ordaz. Headline mandate work saw the team advise Fibra Uno on its $1bn issuance of unsecured senior notes; the team has been acting for the real estate investment trust since its initial public offering in 2011. Among other transactions, the team advised Fibra Inn – a client since 2013 – on its successful $64m debt offering.
Bricks Acquisition Company
- Advised Mexico’s largest REIT, Fibra Uno, on a successful $1bn debt issuance of unsecured senior notes; and an associated five-year sustainable revolving credit agreement.
- Advised Fibra Inn and a Mexican CKD in the authorization process before the COFECE for the joint-venture acquisition of a Marriot Hotel in Monterrey, Mexico.
- Advised Bricks Acquisition Company on its $100m initial public offering of shares to create the first SPAC to be listed on Mexico’s new stock exchange, the Bolsa Institucional de Valores (BIVA).
- Represented Fibra Inn on its $64m debt offer and early voluntary payment of $20m (plus interest), which included the restructuring of its remaining debt.
- Represented Fibra HD in its fourth and fifth issuances of long-term bonds under its pre-authorized program.
International firm Jones Day recently integrated its capital markets and banking, finance and securities practices; in the Mexico office this translates into a seven-strong local team which focuses on advising Mexican issuers and underwriters on debt and equity offerings; and the establishment of mutual funds, pension funds and brokerage firms. An example of the former saw the team act as lead counsel to Crédito Real (as issuer) and Creal Nomina (as guarantor) on a €350m senior notes offering (due 2027), and concurrent buy-back tender offer for outstanding senior notes, due 2023, becoming the first non-bank institution in Mexico to issue Euro-denominated debt. On the funds side, the team is advising Invercap on the incorporation and establishment of five pension funds. An established market figure, Silvia Malagón handles an impressive caseload and leads on funds-related transactions; while of counsels Antonio Franck and practice co-head Carlos Sámano are the key advisors on securities offerings. Further senior-level involvement in the sector comes from well-known infrastructure specialist Alberto de la Parra and of counsel Javier Martínez del Campo, who is active in securities and finance as part of a broader corporate and transactional practice. However, experienced associate Eduardo Mendoza left the firm in December 2019.
‘Carlos Sámano is an excellent lawyer who understands not only the legal part but the business side and always looks for creative solutions to structure the operation in the best way.’
‘Specialization and dedication to the client and project differentiates them from their competitors. Excellent service.’
‘Deep analysis with experienced participants according to the needs of the project. It is comparable with teams from Creel García-Cuellar, White & Case, to name a few firms.’
Franklin Templeton Investment Services Mexico
Banco Actinver, / Grupo Financiero Actinver
Fondo Banorte 37
- Acted as lead counsel to Crédito Real (as issuer) and Creal Nomina (as guarantor), on a €350m senior notes offering (due 2027), and concurrent buy-back tender offer for outstanding senior notes, due 2023.
- Advised Crédito Real, as issuer, on the issuance of $400m 9.50% senior unsecured notes (due 2026) and concurrent tender offer.
- Currently representing Banco Actinver, as trustee of Fibra-E trust No. 3369, on the first issuance of trust certificates from a MXN$3.5m, five-year programme.
- Advised Grupo Invercap on its ‘Project Target Date Funds’, involving CONSAR authorization for five pension funds, share registration with the National Banking and Securities Commission, and launch of the funds with the Mexican Stock Exchange and Central Securities Depository (INDEVAL).
Now nine-strong, the steadily growing team at Chávez Vargas Minutti Abogados handles securitizations, FIBRAs, CKDs, capitalizations and equity issuance, among other matters, as well as having a niche specialty advising rating agencies operating in Mexico. Nevertheless, it remains primarily focused on debt issuances, with recent matters for key client Grupo Actinver including advising Corporación Actinver on its second and third issuances (aggregate value MXN$980m); Arrendora Actinver on its second debt issuance of senior bonds (value $32m); and Banco Actinver on its fourth and fifth issuances (aggregate value $160m). Managing partner José Antonio Chávez is an established market figure with a broad capital markets practice including state-resource securitizations, FIBRAs and CKDs; he co-leads the practice with fellow name partner Brian Minutti, who is active across capital markets, banking, finance and project finance. Active support comes from senior associates Miguel Martínez (whose experience includes FOVISSSTE's mortgage securitizations) and Alejandro Carreño, who handles equity issuance, capital increases, FIBRAs and CKDs among other matters.
‘It is a renowned firm in financial transactions that I carry out as a structuring agent and that is why we recommend it to our clients. Complex and detailed processes have been accomplished in record times. The office team is very focused on the details of the transaction. They focus a lot on the detail of the documentation, structure and process. They manage to coordinate the entire team, including authorities, which can be difficult. There is participation of the entire team. Pro-business attitude.‘
‘First, it is important that they know the regulation of the capital market, but above all that they have experience dealing with the authority, CNBV, and Chavez Vargas Minutti Abogados has an excellent relationship that facilitates the procedure. They know how to negotiate, because contracts are signed by a large number of people and it is important that they know who to accept comments from and which to negotiate; Brian Minutti and Miguel Martinez are experts. Having a quick response, Brian Minutti and Miguel Martínez respond immediately whenever.‘
‘Undoubtedly, the team’s sense of the office is shown, they have proven to work in a single line, complementing each other when necessary, always meeting our needs.‘
Grupo Actinver (Corporación Actinver, Arrendadora Actinver, Actinver Casa de Bolsa and Banco Actinver)
FOVISSSTE (Housing Fund of the Institute for Security and Social Services for State Workers)
FONACOT (Instituto del Fondo Nacional para el Consumo de los Trabajadores).
HR Ratings de México
Moody’s de México
Fitch Ratings México
Standard & Poors (México)
Casa de Bolsa Santander
- Advised Corporación Actinver on its second and third debt issuance, aggregate value MXN$980m, as part of its current certificados bursátiles debt program.
- Advised Arrendadora Actinver on its second senior bond issuance, for MXN$600m.
- Advised FOVISSSTE with the first and second debt issuance of mortgage-backed senior trust bonds, with an aggregate value of MXN$14bn.
The Mexican office of the global leviathan DLA Piper Gallastegui y Lozano houses a sizeable 17-strong team led locally by Xavier Mangino (in conjunction with Roger Meltzer in New York). A 2018-hire from his own firm, Mangino's broad corporate practice includes corporate and commercial law; banking, finance and private equity; and debt and capital markets, securitizations and structured finance, along with peer-to-peer lending, leveraged finance corporate governance and M&A. Also incorporated in 2018, Diego Martinez is a corporate practitioner with a strong banking, finance and capital markets focus; a former manager of banking projects at the National Banking and Securities Commission (CNBV), he has considerable expertise in private and public debt and equity offerings, securitization and asset-backed finance, and derivative transactions. Key support comes from name partner Eduardo Gallastegui; experienced associate Elena Ibarrola (who has worked with Mangino for over a decade); and non-lawyer consultant Cristián Gastelum, whose experience includes time at both the CNBV (as Deputy General Director of Issuer Supervision) and the National Insurance and Sureties Commission (CNSF).
Quálitas Controladora Quálitas Compañía de Seguros
Genomma Lab Internacional
Banco Latinoamericano de Comercio Exterior (Bladex)
- Advised Bladex on the registration of an MXN$10bn certificados bursatiles issuance program, to follow on from the multilateral lender’s first issuance of MXN$3bn in August 2019, also handled by the team.
- Advised Mexican pharma group Genomma Lab Internacional on obtaining CNBV authorization to register a revolving issuance program for a forthcoming short- and long-term senior notes offering valued at $523m.
Demonstrating 'extensive experience related to types and products of equity financing, market capitalization processes and negotiating with different related parties in a transaction', Kuri Breña, Sánchez Ugarte y Aznar's 11-strong team advises issuers, dealers, corporations and other market participants on all areas of capital markets, especially structured financing transactions, and debt and equity securities issuances. It also has the 'knowledge of the regulations necessary to carry out said processes, including legal, stock and business matters'. Notably, it was a pioneer in the securitization of accounts receivable in Mexico, with founding partner Daniel Kuri Breña responsible for the first such transaction; his practice centers on securitizations and other structured finance across the energy, finance, telecom, automotive and sub-sovereign sectors, among others. Kuri Breña co-leads the practice with Álvaro Sarmiento Lapiedra, who focuses on debt and structured finance as well as ongoing securities work for new and recurring clients. Recent matters saw the pair advise Unirenta Arrendamientos on an MXN$600m securitization of accounts receivable derived from lease agreements. Other key practitioners include Luis Octavio Núñez, who advised longstanding client Vinte Viviendas Integrales on a private placement and $20m equity subscription by French investment promotion agency PROPARCO; Alejandro Sobarzo Hadad, who led advice to Docuformas on its $300m Rule 144A/Reg S senior notes offering; and Guillermo Garay. Experienced senior associates Miguel Vallejo and José Alejandro Casas Farías are both noted.
‘The attorneys have extensive experience related to types and products of equity financing, market capitalization processes and negotiating with different related parties in a transaction. Likewise, they have demonstrated extensive knowledge of the regulations necessary to carry out said processes, including legal, stock and business matters. It compares favorably with other firms, as they perceive their role to be the search for the greatest benefit for the company and not to maximize economic benefits for the firm.’
‘The subject is very specific and requires attention to detail, as well as the fulfillment of complex obligations. Punctual follow-up both at the authority level and with in-house lawyers is essential to bring the operation to a successful conclusion. Kuri Breña, Sánchez Ugarte y Aznar’s team is made up of specialized lawyers at a very high level, but who do not neglect personal attention to the operation and the doubts of their clients.‘
Corporación Financiera Atlas
Vinte Viviendas Integraes
- Advised Unirenta Arrendamientos on a MXN$600m issue of trust certificates secured by accounts receivable deriving from lease agreements, under a program established in 2014, and on which the firm also acted as legal counsel.
- Advised Corporación Financiera Atlas on its third issuance of trust certificates backed by accounts receivable from loans, financial leases and leases, under a program established in 2017 on which the firm also acted as legal counsel.
Santamarina y Steta's 14-strong capital markets team represents a full range of relevant clients, from investment funds, brokerage firms and lending institutions to issuers, underwriters, placement agents, dealers and trustees regarding debt and equity offerings, public tender offers, debt exchanges involving public companies, derivatives, and repurchase and securities lending transactions. Former managing partner and practice head Alberto Saavedra is chair of the ethics and normative committees of the Mexican Stock Exchange and derivatives market 'MexDer'; indeed, the firm is external counsel to the stock exchange. Other key figures include client favorite and 20-year veteran Sergio Chagoya, who advises on capital markets, banking and finance and corporate/M&A, as well as securities, derivatives and fintech; Carlos Argüelles, who particularly works on the private placement of debt securities; and Monterrey of counsel Jorge Barrero, who takes on M&A, securities, competition/antitrust, and estate planning. Key support comes from experienced and specialized senior associate Gustavo Mendoza and associate Diego Ostos.
‘They know our business very well as clients, that facilitates interaction and understanding of needs.‘
‘Friendly, and available: Sergio Chagoya, Diego Ostos, Jorge Vazquez, Antonio López.‘
‘They are very organized, timely and diligent.‘
‘Quick responses based on your knowledge and experience; personalized treatment, diligence and efficiency.‘
‘Disposition, quick response and search for solutions; other firms do not help to “close” as much as Santamarina y Steta.‘
Mexican Stock Exchange
Controladora Comercial Mexicana / La Comer
Kimberly Clark de México
Grupo Industrial Saltillo
Invex Controladora / Invex Grupo Financiero
Corporación Interamericana de Inversiones
Grupo Palacio de Hierro
Banco Mercantil del Norte
- Advised Invex on its second issuance of debt under an MXN$1bn long-term bond program.
- Advised Promotora Empresarial del Norte on the amendment of the title of the long-term debt bond certificates (certificados bursátiles) in the Mexican securities market.
- Counsel to external Grupo Industrial Saltillo in connection with the prepayment and cancellation of its MXN$400m short-term debt offering.
Del Castillo y Castro Abogados
Established in December 2018 following the departure of Fernando Del Castillo and Alfonso Castro from Santamarina y Steta after more than 20 years, Del Castillo y Castro Abogados is a 12-strong firm with offices in Mexico City and Monterrey. While its core practice areas are restructuring, workouts and insolvency, along with general civil litigation and arbitration matters, the firm also handles capital markets and other sources of financing, and has experience in debt and equity instrument placement operations, public offers, asset securitizations and structured financing. Recent matters include advising Metrofinanciera on the amendment of the trust established as part of its securitization of receivables program. A recognized corporate and financial lawyer, Castro has two decades' experience in corporate advice, banking and finance, capital markets, M&A and bankruptcy. He leads a small, four-strong team that also includes experienced associates Ana Paula Buchanan Buchanan García and José Carlos Vera Ávalos, who both have solid capital markets credentials.
‘Very good availability with the client – they assume the company’s problems as their own. At one point they have helped us resolve issues with their own staff when we had shortages internally. Strong points: highly specialized in the area and with ad hoc solutions.‘
‘Fernando Del Castillo and Alfonso Castro: closeness to the client and involvement with the company.‘
Bondholders of the securitized bonds registered ticker: PLANFCB 16
- Appointed by SARE Holding’s controlling shareholder to advise on general management with regard to a financial reorganization, including the restructuring of bank debt and assessment of the bondholder situation.
The small capital markets practice at Von Wobeser y Sierra, SC handles both the transactional and regulatory aspects of the area. Recent matters include advising Verum Calificadora de Valores on the issuance of MXN$500m by Corporación Financiera Atlas. The May-2020 departure of former practice head Andrés Nieto is an undoubted loss but young finance-focused partner Alberto Córdoba, and associates Eugenio Chinchillas and Santiago Barraza, all have growing experience in the sector.
‘Firms must have a broad knowledge of the capital markets, especially the securities market law (LMV); the team of Von Wobeser and Sierra seems to know about these issues.’
‘Good attention and always interested in meeting deadlines and our service expectations.’
Verum Calificadora de Valores
- Counsel to Enerflex on the amendment of two 2017 note purchase agreements (and several other debt restructuring transactions) on which the firm originally advised.