Capital markets in Mexico
The 35-strong team at Creel, García-Cuéllar, Aiza y Enríquez, S.C. is a market leader acting on the side of issuers, sponsors, structuring agents, underwriters, pension funds (AFORES), investment funds, rating agencies, arrangers, placement agents and financial guarantors, among others, on sophisticated, complex and innovative transactions. Recent examples include advising BlackRock on a -first-ever - $500m CERPI with an investment mandate for infrastructure projects in Mexico and Latin America; and KKR on the first-ever international CERPI acting as a feeder fund to allow Mexican pensions funds to make investments in KKR global and regional funds outside Mexico for the first time, also with the value of $500m. Moreover, following its advice to Vista Oil & Gas on the first-ever initial business combination (de-SPAC) by a Special Purpose Acquisition Company (SPAC), the practice also acted for Promecap on the second-ever SPAC listing in Mexico and Latin America (value of $300m). In other work the team also acted for several high-profile clients, such as Goldman Sachs, Banobras and Credit Suisse as underwriters in FIBRA E offerings; and it assisted the Mexican Government in the first-ever joint multi-country floating rate earthquake-linked capital at risk notes, issued under the International Bank for Reconstruction and Development (IBRD)'s global debt issuance facility (total value $1.36bn). Very active practice head Carlos Aiza handles the full range of capital markets transactions; Carlos Zamarrón is admired for his out-of-the-box thinking; Rodrigo Castelazo worked with Aiza on the team's SPAC and CERPI caseload, and assisted Capital Índigo in the formation of its first CKD fund, the second listed on the Bolsa Instituconal de Valores (value MXN$1.6bn). Other names to note include Mercedes Haddad, Jorge Montaño, Eduardo Flores, and Jean Michel Enriquez. Clients include Blackstone, JP Morgan, Morgan Stanley, Barclays, Bank of America Merrill Lynch, Citigroup, Santander, BBVA, and Lexington Partners.
The Galicia Abogados S.C. capital markets team is led by two partners, handling national and cross-border transactions of varying complexity especially in the energy, retail, consumer products, finance, insurance, telecommunications, pharmaceutical and personal care industries, on behalf of banks and issuers. It also handles regulatory matters. Recent highlight work for the firm 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 sponsr Promecap; Grupo Inmobilia, as sponsor, on the IPO of its development trust bonds (Certificados Bursátiles Fiduciarios de Desarrollo) with a value of $162m; and UStorage as sponsor and Banorte as underwrite, on the former’s issuance of equity securities (CBFIs) through a real estate investment trust (REIT) on the Mexican Stock Exchange for approximately $14m. Maurice Berkman and Guillermo Pérez Santiago are practice co-heads; real estate and M&A partner José Visoso maintains active participation in the sector; and key support comes from senior associate María de los Ángeles Padilla Zubiría and associate José Alejandro Cortés Serrano. Other clients include Arca Continental, BBVA Bancomer, Credit Suisse, Grupo Bimbo, Grupo México, Morgan Stanley, RLH Properties, and Scotiabank.
The 20-strong team at Mijares, Angoitia, Cortés y Fuentes S.C. is valued for ‘performing tasks in a coordinated way, maintaining good communication with the client - thereby effectively dealing with the activities that are presented’. The practice handles the full range of capital markets transactions, associated administrative matters, and regulatory and compliance matters, for issuers, underwriters, structuring agents, investors and rating agencies, with a strong presence in the regulated sectors -including telecommunications, energy, aviation and finance, as well as infrastructure, petrochemicals, food and beverages, auto-parts, steel, retail and real estate. The team was active on a handful of project-investment certificate (CERPI) mandates, including advising Credit Suisse on the upto $900m CERPI issuances by both General Atlantic and KKR on the Mexican Stock Exchange. It also advised Be Grand on the establishment of a MXN$4bn CKD fund and associaed, initial MXN$800m development certificates issuance; and toll road concessionaire Red de Carreteras de Occidente (RCO), BBVA Bancomer (as structuring and placement agent), and Santander (as placement agent) on the refinancing by RCO of a portion of its long-term bond debt, involving the launch of two separate public tender offers (aimed at acquiring 2012 bonds) and an MXN$8.3bn issuance under a new MXN$20bn bond programme. The practice is led by its four partners, Martín Sánchez Bretón, Manuel Echave, Patricio Trad Cepeda, and Ricardo Maldonado; support comes from senior associates Patrick Meshoulam, Francisco Glennie, and Carlos Jiménez. Other clients include Citibanamex, IEnova, Barclays Capital, Grupo Televisa, Grupo Axo, Aleatica Mexico, and Fibra Mty.
The ‘great team’ at Nader, Hayaux y Goebel, SC ‘has extraordinary levels of technical legal knowledge; this, in addition to the very close level of engagement the lawyers have with their clients, sets them apart from other firms' notes one client. 'They spend a lot of time learning about our business so they can propose the most appropriate legal structure' and function as 'an extension of our in-house legal department’. A team of 13, 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. In highlight work the practice advised lead underwriter Punto Casa de Bolsa on the IPO of Fibra Educa involving a MXN$9.43bn public offering of senior real estate bonds (certificados bursátiles fiduciarios inmobiliarios - CBFIs) on the Mexican market for the purpose of acquiring a portfolio of 87 properties across Mexico; Grupo Elektra on the creation of a MXN$15bn debt programme, and a first MXN$5.5bn issuance thereunder; investors Be Grand on an MXN$800m public offering of structured notes (certificados bursátiles fiduciarios de desarrollo - CKDs), again, on the Mexican market; and Grupo O'Donnell on the structuring and placement of MXN$400m of structured notes, an initial step towards the creation of a private-equity fund to invest in industrial real estate and urban infrastructure. Practice head Michell Nader continues to be a reference in the market; Hector Arangua and Hans Goebel ‘stand out due to the quality of their advice, their technical knowledge and the high level of direct engagement they have with their clients’. Other practitioners of note are Julián Garza , Gunter Schwandt, Diego Sanchez Villarreal, Mónica Ramos, and Ana Paula Telleria, who made partner in January 2019. Other clients include CitiBanamex-Accival, Citibank, Axis, Artha Capital, Bank of America, Barclays, Bancomer, Banco Santander, Banorte-Ixe, Navix, Desarrollos Delta, and Jefferies.
According to one client Ritch, Mueller, Heather y Nicolau, S.C. ‘has the most solid team across all levels compared to its peers’; the lawyers’ ‘level of detail and their business sense is unparalleled’. Eight partners and 16 associates handle capital markets matters, namely advising issuers and underwriters on both equity and debt offerings, at both a national and an international level, as well as on structured products, including novel financial instruents such as CKDs. In recent work, the practice represented Citigroup Global Markets, HSBC Securities and JP Morgan Securities, as dealer managers and solicitation agents, in the $1.8bn buyback offer launched by issuer Mexico City Airport Trust (MEXCAT), to the holders of the $6bn of MEXCAT’s international notes; acted as special Mexican counsel to HSBC Securities, JP Morgan Securities, Scotia Capital and UBS Securities on Pemex's rule 144A/Reg S $2bn debt offering;and advised Mexico Infrastructure Partners América Latina (EXI América Latina) on the establishment of a private equity fund, through a CERPI issuace of up to MXP$3bn of Series A certificates (and up to MXP$7.5bn of optional co-investment Series B Certificates), for investment in energy and infrastructure projects in Peru, Mexico, Chile and Colombia. Other headline mandates included acting as special Mexican counsel to Barclays Capital, Merrill Lynch, and Morgan Stanley et al, as underwriters on the United Mexican States $2bn global notes isssue, due 2029. The practice is co-lead by ‘capital markets guru’ Luis A Nicolau Gutiérrez and Gabriel del Valle Mendiola. Nicolau ‘is the most qualified to provide legal advice in highly complex transactions’; ‘his knowledge of the law and how markets work is beyond comparison’. Del Valle Mendiola has a ‘wide understanding of transactions under the Mexican capital markets regulation’; the very active Carlos Obregón Rojo is also recommended; other notable team members include Pablo Perezalonso, Eduardo Triulzi Garciadiego, José Berrueta, and associates Joshua Párraga Saggiante, Gabriel Robles Beistegui, Javier Barrera, and Roberto Rosas.
The 25-strong team at White & Case S.C. handles a broad range of transaction types and regulatory mandates and has particular strength in debt operations; as part of a global firm, it also accesses considerable international work. Clients appreciate its ‘solidity’ and its ‘remarkable understanding of and networking with the regulatory authorities’. The practice continues to represent long-standing client, state-owned electricity company Comisión Federal de Electricidad (CFE), as Mexican and New York counsel with regard to the first publicly traded Fibra E (energy and infrastructure investment trust) focused on Mexico’s electricity transmission sector (alos the first publicly-traded company sponsored by CFE); advised Grupo Financiero Banorte on its $1.4bn acquisition, by way of a merger, of Grupo Financiero Interacciones, with payment in stock issues by the client combined with a cash component; and Scotiabank; Citibanamex, Santander, and Actinver as underwriters on a securitisation of Engencap Capital's lease portfolios through a $504m issuance programme of trust debt certificates (certificados bursátiles fiduciarios). Juan Antonio Martin, Vicente Corta, and Manuel Groenewold co-head the practice; relevant support comes from Carlos Mainero, Sergio Márquez, Eric Quiles, and Andrés Mosqueira. In a notable incorporation, Arcelia Olea Leyva joined the firm having previously been vice president of regulatory affairs at the Banking and Securities Commission (CNBV - Comisión Nacional Bancaria y de Valores). Other clients include BlackRock, BNP Paribas Personal Finance, BIVA, Casa de Bolsa BBVA Bancomer, Citigroup, Cydsa, Fin Útil, Fondo Especial para Financiamientos Agropecuarios, Goldman Sachs, Grupo Aeroportuario del Pacífico, JP Morgan, Morgan Stanley, SGFP México, Société Générale, HSBC, PayPal, and WhatsApp.
Greenberg Traurig, S.C. ‘knows exactly what the investors need’ and is especially recommended for structured securities work such as CKDs and CERPIs, with a particular focus on the real estate and infrastructure sectors. A case in point saw the 14-strong team acted for BlackRock, as sponsor, on a $500m CERPI listing on the Mexican Stock Exchange, for the purpose of investing in infrastructure projects; for Banorte and Finamex, as underwriters, on Grupo Inmobilia’s first-ever CKD issuance, valued at MXN$6bn; and Fortem Capital, also as sponsor, on the listing of a MXN$5bn CKD targetting real estate projects. José Raz Guzmán and Juan Manuel González co-lead the team; Raz Guzmán is a reference in the market, while González is especially known for his projects expertise. The very active Miguel Moisés works alongside them, as does José Antonio Butrón; support comes from associate David Argueta. Other clients include BTG Pactual, Actinver, Thor Urbana, Amistad Global Development, JP Morgan, BBVA Bancomer, Mexico Infrastructure Partners Latin America, Banorte Ixe, Banco Sabadell, Mexico Infrastructure Partners II, Banco Santander, Impulsora del Desarrollo y el Empleo en América Latina, and Citigroup Global Capital Markets.
Holland & Knight houses 10 lawyers who handle a variety of capital markets matters, including asset securitisation; MBS cross-border deals; toll road securitisations, sub-sovereign securitisations, SPACs, and, most recently and actively, FIBRAs and CKDs. The team advised Fibra Educa on its MXN$9.43bn debut on the Mexican Stock Exchange; it continued to assist key client Fibra Uno, the first and largest Mexican REIT, on several matters, most recently a successful MXN$9.2bn debt issuance; and acted for Mexico’s state-owned consumer lending agency, INFONACOT), on a MXN$2bn notes issuance as part of its MXN$10bn debt programme. A 'stand-out market figure', Guillermo Uribe, whose expertise includes FIBRAs and real estate financing, leads the team; Alejandro Landa is another notable practitioner while senior counsel Adrián Gay provides key support; associates Jorge González Carlini and Santiago Soldevilla are also active. Other clients include FibraUno, Bricks Acquisition Company, Fibra Inn, Fibra HD, and Helios – CKD Fund.
The 10 practitioners at Jones Day focus on advising Mexican issuers and underwriters on debt and equity offerings, and the establishment of mutual funds, pension funds and brokerage firms. Examples of the former included representing Grupo Aeroportuario de la Ciudad de México (GACM), as sponsor, in the IPO of a $1.6bn energy and infrastructure investment trust (Fibra-E) for the acquisition of nearly 20% of the total equity of GACM; Promotora y Desarrolladora Mexicana (Prodemex), as sponsor, on the $306m IPO a Fibra-E for the acquisition of a 50% equity interest in three subsidiaries of Prodemex; and Citibanamex Afore as investor in the IPO of a $200m project investment trust (CERPI). In fund work the firm assisted Principal with obtaining authorisation from the National Banking and Securities Commission for the incorporation of three mutual funds and with their listing; and Intercam Fondos with obtaining authorisation for the incorporation of mutual fund +TASA MX and with its listing. Fund and trust expert Silvia Malagón leads the group; Antonio Franck and of counsel Carlos Sámano advise on securities offerings; and Alberto De La Parra is an expert in infrastructure-related matters. Javier Martínez del Campo is another member of the practice, while emerging associate Eduardo Mendoza works closely with Malagón. Other clients include Grupo Gigante, Crédito Real, Grupo Kuo, Banco del Bajío, and BNP Paribas Investment Partners.
‘Very active, experienced, and easy to work with’, Chávez Vargas Minutti Abogados fields a seven-strong team that handles securitisations, FIBRAs CKDs, capitalisations, and equity issuance, among other matters. In highlight work the group assisted key client FOVISSSTE with a $600m, mortgage-backed debt issuance of senior trust bonds, underwritten by BBVA Bancomer, Banorte and Banco Actinver; advised private equity manager Nexxus Capital on a trust restructure to allow more efficient operations; counselled Sare Holding on a MXP$150m debt capitalisation involving a change to the client’s share capital whereby control could be taken by another shareholder of the company through a subscription of shares; and aacted for Fundación Rafael Dondé on its stock market debut with a MXP$2bn debt issuance programme of certificados bursátiles. Respected by the market, José Antonio Chávez heads the practice in conjunction with co-name partner Brian Minutti ; active support comes from senior associates Miguel Martínez and Alejandro Carreño. Other clients include Grupo Actinver, Banco Invex, Firma Car, Ideas y Capital Uno, Administradora CKDelta, HR Ratings, S&P Mexico, Fitch Ratings Mexico, and Moody’s Mexico.
González Calvillo, SC assists domestic and foreign companies, including private equity firms and their portfolio companies, issuers and underwriters, with local and cross-border securities transactions, with a notable focus on the financial, telecommunications, hospitality and automotive sectors; it also handles the regulatory aspects of capital markets. In recent highlight work, the firm acted as counsel to the initial purchasers, joint lead arrangers and joint bookrunners, and onshore and offshore collateral agents -some 11 financial institutions- on the $1.256bn acquisition financing granted to private equity fund Actis for the purchase of InterGen’s projects in Mexico (totalling 2,200 MWs); it also assisted HIR Casa with the launch of its programme to securitise mortgage collection rights derived from its housing financing system for a total amount of MXN$2.5bn, and the first issuance of trust certificates under said programme for MXN$700m. In other work it assisted Fosun and its subsidiary Club Med with the review of the title, standing and overall legal status of its Mexican subsidiaries and assets as part of its spin-off from Fosun International, and its initial public offering on the Hong Kong Stock Exchange. The department’s four partners co-head the practice: José Victor Torres, Juan Manuel Sancho Rodrigo, Jaime Cortés Alvarez, and José Ignacio Rivero Andere are active market figures. Support comes from senior associates Daniel Guaida Azar, Bernardo Reyes Retana, Jacinto Avalos, and associate Francisco Javier Alvarez. Other clients include IFM Global Infrastructure Fund (IFM Investors), KIO Networks, Nissan Renault Finance, Grupo Proeza, Barclays Bank, Grupo México / Americas Mining Corporation / Southern Copper Corporation.
For clients, Kuri Breña, Sánchez Ugarte y Aznar stands out for its ‘quick responsiveness and initiative’. The 11-strong team advises issuers, dealers, corporations and other market participants in all areas of capital markets, especially structured financing transactions, and debt and equity securities issuances. The team provided ongoing advice to key client Vinte Viviendas Integrales on its third long-term notes issuance for a value of MXN$800m; it assisted Consubanco on its sixth notes issue, for a value of MXN$1bn (and as part of a five-year, MXN$4bn programme); Docuformas on its first issuance of certificados bursátiles, for MXN$150m (part of a five-year MXN$2bn programme); and Crédito Real on its second issuance of 5-year trust certificates backed by accounts receivable from loans granted by the client and its dealers to employees, for an amount of MXN$615m. Daniel Kuri Breña and Álvaro Sarmiento Lapiedra ‘are always on top of everything we need, making things move fast whenever possible’, says one client. They co-head the practice with Luis Octavio Núñez. Other key practitioners include Guillermo Garay, Alejandro Sobarzo Hadad. Support comes from senior associates Miguel Vallejo and José Alejandro Casas Farías, who is highly valued by clients. Other clients include AB&C Leasing de México, Corporación Financiera Atlas, Financiera Bepensa, Fimubac, and Unirenta Arrendamientos.
Robles Miaja, SC
At the helm of Robles Miaja, SC is the ‘extraordinary’ Rafael Robles, who, according to peers, is ‘one of the finest capital markets lawyers in Mexico’ and ‘on the most relevant transactions’, His proximity to the market is demonstrated by his role as chairman of the board of BBVA Bancomer for 25 years, until September 2018. A corporate boutique that specialises in banking and finance, its recent capital markets activity includes assisting core client América Móvil with a senior bonds issuance of up to $2.25bn. The team, which further consists of María Luisa Petricioli Castellón and three associates, also assisted a group of investors recover $1.8bn invested in Fibra E NAIM, intended to fund Mexico City’s new international airport. Past clients include Grupo Traxión, Banorte, BBVA Bancomer, Goldman Sachs, Evercore, UBS, and Aeroméxico.
Santamarina y Steta 's 14-strong handle capital markets team represents a full range of relevent clients, from mutual, 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. The practice currently acts as external legal counsel to the Mexican Stock Exchange. It also recently advised Caisse de dépôt et placement du Québec (CDPQ) on a joint venture with an infrastructure investment trust managed by CKD Infraestructura Mexic which recently completed a restricted public offering of development trust certificates (CKDs) on the Mexican Stock Exchange; Invex Controladora on its first long and short term debt bond issuances (MXN$1bn and MXN$600m, respectively) as part of a MXN$3.5bn debt bonds issuance programme; and Grupo Industrial Saltillo on its first and second issuances under a MXN$1.775bn secured long term bond programme. Alberto Saavedra heads the practice; Sergio Chagoya, Carlos Argüelles, and of counsel Jorge Barrero are all active practitioners. Other clients include Controladora Comercial Mexicana / La Comer, Rassini, Kimberly Clark de México, Interjet, Grupo Lamosa, Corporación Geo, Corporación Interamericana de Inversiones, Grupo Palacio de Hierro, Euroclear, Alfa, and Banorte.
Del Castillo y Castro Abogados opened its doors in December 2018 following the departure of Fernando del Castillo and Alfonso Castro from Santamarina y Steta after more then 20 years. Now counting 20 lawyers and with offices in Mexico City and Monterrey, the firm’s core practice are restructuring, workouts and insolvency, general civil litigation and arbitration matters; however, it also handles capital markets and other sources of financing, and has experience in debt and equity instrument placement operations, public offers, asset securitisations and structured financing. In recent work it acted for Corporación Geo (and fifteen subsidiaries) in the in-court restructuring of approximately $3.2bn of its debt, which included a tender offer and exchange of publicly-traded debt securities, both in Mexico and the US. It also assisted Controladora Comercial Mexicana with the sale of the shares and assets held by its former controlling group through a public offering of acquisition issued by Tiendas Soriana; and ABC Aerolíneas (Interjet) with the preparation and approval of a MXP$5bn bonds programme and subsequent issuances. Castro heads the four-strong team. Other clients include Inmobiliaria Ruba, Grupo Industrial Saltillo, and Grupo ProHabitación.
Covering both the transactional and the regulatory side of capital markets work, the team at Von Wobeser y Sierra, SC assisted Calgary-headquartered energy company Enerflex with two note-purchase agreements and several other debt restructuring transactions, for the purpose of refinancing existing notes, and covering operational and expansion costs. It also assisted Chicago-based private equity and venture capital firm, Creation, with a MXN$250m investment in Mexican financial services company, PLUSCORP; and Chilean start-up HAUS APP with its regularisation process and in negotiations with outside investors, post-closing issues and corporate governance. Andrés Nieto heads the practice. Other clients include Third Point, Horizontal Well Drillers, and Creation Investments Capital Management.