2020-2022

CORPORATE | M&A

• Representation of Occupy Holdings, S.A.P.I. de C.V., a port operator in Manzanillo, one of the most active ports in Mexico, whose shareholders were a conglomerate of recognized customs agents, maritime agents, port operators, and other port users, in the sale of 100% of its capital stock to SSA Mexico, a subsidiary of Carrix, one of the largest privately-owned port operators in the World.

• Representation of Exitus Capital, Kandeo and the other existing shareholders of the Company in the acquisition of the 70% of the Company's capital stock by Blue Compass Management, through Exitus Holdings LLC.

• Representation of Casa Lumbre, through Mezcal Contraluz, S.A.P.I. de C.V., in its participation in a joint venture company (Backlit Investments Corp.) with Juan Luis Londoño Arias (aka Maluma), for the distribution and commercialization of a Mezcal spirit, through a Mexican subsidiary incorporated for such purposes (Contraluz Cristalino, S.A.P.I. de C.V.).

• Represented Casa Lumbre, through one of its affiliates, in a joint venture with Leonard Albert Kravitz (through its entity Sugar Apple LLC) for the distribution and commercialization of a Sotol Spirit.

• Representation of certain shareholders of Casa Lumbre Group in the acquisition of certain shares of Grupo Rosaguin, S.A.P.I. de C.V., a company in the alcoholic beverage industry.

• Representation of Gran Malo Liqueurs and Distillates, producer and distributor of Licor Gran Malo, and its existing shareholders in the acquisition by Productos Finos de Agave, S.A. de C.V. of a minority stake in the Company.

• Representation of Casa Lumbre, through one of its affiliates, in a joint venture with Lights Out Media, Inc. for the distribution and commercialization, through a special purpose vehicle, of a Tequila.

• Represented CrediJusto in a USD$10 million mezzanine financing from Blue like an Orange Fund related to the acquisition of Finterra.

• Representation of Alloy in a MXN$240 million loan to search fund Kala Capital, LLC for the acquisition of a technology services company with operations in Mexico and Brazil.

• Representation of Covalto in the acquisition of 100% of the membership interests in Fortius Intermediate Holdings. Fortius is a Delaware limited liability company that owns Visor ADL and Altius Services and Participations LTDA. Visor is a Mexican company that owns a software that uses artificial intelligence and high-level big data engineering to assertively analyze the payment capacity of companies. Fortius' business and platform has also expanded to Brazil through Altius, where it has developed the most cutting-edge technology in that country in SME risk analysis, adapted to local demands and sources of information.

• Representation of Casa Lumbre, through one of its affiliates, in a joint venture with Dark Opps, Inc. for the distribution and commercialization, through a special purpose vehicle, of an Irish Whiskey.

• Representation of Bank of Nova Scotia in a US$370M loan to Prolec GE for the acquisition of 100% of SPX Corporation Transformer Solutions.

• Representation of Scotiabank, as lender, in a MXN$400 million senior loan granted to MXT Tucan Towers, S.A.P.I. de C.V., subsidiary of MXT Capital Partners, S.A.P.I. de C.V., for the acquisition of a telecom tower portfolio from Pegaso/Telefónica Movistar.

• Representation of CL Gran Malo Project, S.A.P.I. de C.V. and its shareholders in the joint venture with youtuber and influencer “@LuisitoComunica”, Bodegas La Negrita, celebrity agents and other minority investors, to produce and distribute a spicy tamarind tequila liquor.

• Representation of Casa Lumbre in the elaboration of an Option Agreement and other ancillary documents for the construction, operation and sale of a Mezcal production facility for Del Maguey Brand in Atlixco, Puebla.

• Incorporation of CL SP Fund II as a Mexican Trust (“FICAP”) with Banco Actinver, as tustee, Casa Lumbre, as General Partner, and different investors, as Limited Partner. The deal also included a capital raise from different limited partners of approximately US$30 million from different Mexican and foreign investors. The funds contributed to the Fund will be used by the General Partners as investment in different spirits projects and companies.

• Representation of Whirlpool in the first synthetic lease in Mexico entered between Whirlpool and SMBC S.A.P.I. DE C.V. SOFOM, ENR, for the acquisition of a 60 mdd warehouse used by Whirlpool in Ramos Arizpe, Coahuila.

• Representation of Whirlpool in the second synthetic lease in Mexico entered between Whirlpool and SMBC S.A.P.I. DE C.V. SOFOM, ENR for the acquisition of a 19 mdd warehouse used by Whirlpool in Celaya Guanajuato.

• Representation of Casa Montelobos, S.A.P.I. de C.V., Mezcal Montelobos® producer and Licorera Ancho Reyes, S.A.P.I. de C.V., Ancho Reyes® chili liquor producer, in the sale of their 100% capital stock in two tranches to a major spirit brand owner and distributor. First Tranche to close once ROFR to William Grant & Sons is run without being exercised and Second Tranche 5 years thereafter.

• Acquisition by Exitus Capital, S.A.P.I. de C.V of an 55% equity participation in CV Credit Inc. The deal also included a Shareholder Loan from Exitus and the renewal and renegotiation of CV Credit's existing line of credits.

• Representation of Mezcal Ojo de Tigre, S.A.P.I. de C.V. (“ODT”) and its existing shareholders (through a Mexican Control Trust incorporated for such purposes) in the acquisition by Pernod Ricard México, S.A. de C.V. (“PR”) of a 40% equity participation in ODT, through a capital increase and purchase of shares of the existing shareholders.

BANKING & FINANCE

• Represented Goldman Sachs Bank USA, as administrative agent, collateral agent and lead arranger, in a senior secured revolving credit facility up to USD$41,250.00 with Operadora Falcon, S.A.P.I. de C.V., SOFOM, E.N.R. (Xepelin).

• Represented Goldman Sachs Bank USA, as administrative agent, collateral agent and lead arranger, in a senior secured revolving credit facility up to USD$150,000.00 with CF Tech, S.A. de C.V. (Clara).

• Represented Moxi (formerly known as Global Mortgage) on the sale of mortgage portfolio of Moxi originated in Mexico to Athene Annuity & Life Assurance Company, an affiliate of Apollo.

• Represented Alloy Capital to provide financing to Auronix group with a 5-year structured credit of MXN $290 million. Among other purposes, financing is intended to acquire equity interests of certain existing shareholders as well as to enhance the company's growth.

• Goldman Sachs granted revolving credit of up to MXN$2,000,000,000 through a warehouse mechanism involving the assignment and reversion of vehicles through the use of a Mexican Trust. Mayer Brown had to develop a legal mechanism that would allow for the continuous assignment and reversion of vehicles in order to (i) maintain the borrowing base, and (ii) permit Kavak to continue with their ordinary course of business. This matter was particularly complex and important given that the assets granted as collateral are non-fungible and there are certain particularities to the transfer of title of vehicles in the Mexican market.

• Representation of Scotiabank and Bancoppel in a MXN$400,000,000 syndicated unsecured corporate loan granted to Cubo Capital, S.A. de C.V., for the acquisition of 49% of the outstanding shares of Grupo Consupago, S.A. de C.V.

• Representation of The Bank of Nova Scotia in a US$35 financing to Mexican steel producer Decero.

• Representation of Goldman Sachs in a USD$50,000,000 whole loan purchase with Red Amigo Dal, S.A.P.I. de C.V., SOFOM, E.N.R. (Trust).

• Represented J.P. Morgan Chase Bank, N.A., as administrative agent, collateral agent and lead arranger in a Senior Secured Revolving Credit Facility granted to Banco Actinver, S.A., Multiple Banking Institution, acting solely in its capacity as trustee under certain irrevocable management trust agreement and source of payment, having Red Amigo DAL, S.A.P.I. de C.V., a Mexican public limited company promoting variable capital investment, multi-purpose financial corporation, unregulated entity (“Konfio”), as beneficiary.

• New US$450M financing for Towers Latin America, S.A. de C.V. (Ammobile's Holding cell tower company).

• Represented The Bank of Nova Scotia in a US$370M loan to Prolec GE for the acquisition of 100% of SPX Corporation Transformer Solutions.

• Representation of Santander Bank, S.A. in a complex cross-border receivables financing program for a combined amount of MXN$1,100 million, granted to a major Mexican telecommunications company.

• Counsel to Alloy in a MXN$10 mmd loan to Resolve, to grant intercompany loans to its subsidiaries to them grant micro-credits to small business owners and other third parties.

• Represented Alloy Merchant Finance LP in the granting of a term loan facility to TECC Servicios, S.A.P.I. de C.V., the holding company of Receivable Technology, S.A.P.I. de C.V. (CXC), the leading provider of portfolio management services for structured finance in Mexico.

• We Represented HSBC, as lender, in a secured facility with Granite Chief-Jalu, S.A.P.I. de C.V. (Terra) The proceeds were used to acquire solar panels in order to develop Terra's green energy business. The facility was secured by (i) an irrevocable administration, source of payment and guaranty trust containing the borrower's collection and credit rights, (ii) a pledge over the solar panels acquired by the borrower, and (iii) a corporate guarantee granted by Terra's holding in the US. The borrower informed us that this project is the first bank led financing of distributed power generation in Mexico.

• Represented CrediJusto in a USD$10 million mezzanine financing from Blue like an Orange Fund related to the acquisition of Finterra.

• Counsel to Alloy in a MXN$200 mm loan to Podemos Progresar, to grant micro-credits to small business owners.

• Representation of HSBC Mexico and BX+ In a MXN$570 million club deal financing granted to Stereorey Mexico, S.A. (MVS). The facility is secured with a guaranty trust over real estate. Funds shall be used by borrower for payment of existing debt, and internal reorganization (acquisition of a subsidiary).

• Assisted Scotiabank in connection with the Corporate Guarantee to be issued by Empacadora San Marcos. Representation of Scotiabank in connection with a Corporate Guarantee issued by Empacadora San Marcos USA, LLC., a Texas company, in favor of Scotiabank to guarantee repayment of 100% of two Credit Agreements entered by Scotiabank and a Mexican stock company as the borrower.

• Represented The Bank of Nova Scotia in a US$35 million financing for Tracsa, S.A.P.I. de C.V., a company that provides construction, heavy equipment rental and power equipment rental.

• Representation of Scotiabank, as lender, in a MXN$400 million senior loan granted to MXT Tucan Towers, S.A.P.I. de C.V., subsidiary of MXT Capital Partners, S.A.P.I. de C.V., for the acquisition of a telecom tower portfolio from Pegaso/Telefónica Movistar.

• Representation of Scotiabank In the trust agreement and additional pledges granted by MXT as collateral for that certain credit agreement entered into on December 2020*

• Represented Scotiabank in a USD$7.5 million term loan to Mexican livestock food producer Vimifos.

• We Represented HSBC, as lender, in a $1,800 million secured credit facility with Premium Restaurant Brands, S. de R.L. The first tranche of the credit was used to refinance a previously agreed credit which involved multiple banks in Central America and North America. The facility was secured through the execution of (i) an irrevocable administration, source of payment and guaranty trust containing one of the borrower's equity interests and collection rights, and (ii) a pledge agreement over one of the borrower's equity interest. The security agreements had to be executed simultaneously with the first funding in order to free the security interests from previous liens, which added complexity regarding the closing.
  

• Representation of Alloy in a MXN$240 million loan to search fund Kala Capital, LLC for the acquisition of a technology services company with operations in Mexico and Brazil.
  This transaction is the largest future flow securitization done in Mexico and the largest securitization of cross-border remittance flows done in Latin America.

• Represented Goldman Sachs Bank USA in a US$25 million Secured Loan granted to NuBN Servicios Mexico, S.A. de C.V (NuBank Mexico) as borrower and other affiliates as guarantors. The Credit Agreement is governed under New York law and includes Mexican promissory notes.

• Represented The Bank of Nova Scotia in a US$65 million financing for Styropek Mexico, S.A. de C.V., a leading, multinational EPS producer.

• Representation of Whirlpool in the first synthetic lease in Mexico entered between Whirlpool and SMBC S.A.P.I. DE C.V. SOFOM, ENR, for the acquisition of a 60 mdd warehouse used by Whirlpool in Ramos Arizpe, Coahuila.

• Representation of Whirlpool in the second synthetic lease in Mexico entered between Whirlpool and SMBC S.A.P.I. DE C.V. SOFOM, ENR for the acquisition of a 19 mdd warehouse used by Whirlpool in Celaya Guanajuato.

• Represented The Bank of Nova Scotia in a US$40 million financing for Polioles, S.A. de C.V., a leading company in the petrochemical industry.

• Advised Alloy in the restructuring of the USD 25 million debt granted to Resolve (largest credit restructuring company in Mexico). While Alloy provided the debt, Dila Capital (important Mexican VC), Vulcan Capital (important US private equity fund) and Freedom (largest credit restructuring company in the US) provided the equity.
  

• Representation of Nomura in an MXN$250 million loan to a security vehicle for the benefit of Mexarrend, S.A.P.I. de C.V., a Mexican company in the business of acquiring and leasing telecommunications equipment to cable companies.

• Represented Scotiabank Inverlat, Joint Stock Company Multiple Banking Institution, Scotiabank Inverlat Financial Group, in connection with the Corporate Guarantee issued by Sunroad Auto Holding Corporation as the guarantor, issued in favor of the bank, to guarantee repayment of 100% of several credit agreements granted for 150 million pesos.

• Represented Coöperatieve Rabobank U.A.., New York Branch, in the structuring of the security package, to secure payments of the borrower under a USD$260 million revolving Loan Agreement.

• Represented BNP Paribas in a US$100 million financing for Sigma Alimentos, S.A. de C.V., a multinational food processing and distribution company.

• Represented The Bank of Nova Scotia as lender in a USD$25 million secured loan facility to Interceramic Inc., a US producer of ceramic floor tile and wall tile. The loan facility was secured by a Mexican public company and several other Mexican companies.

• Representation of Exitus Capital (Mexican entity, as guarantor) in a USD$18 million loan restructuring with BankUnited (as lender) and CV Credit (a Florida Corporation, as borrower). Such loan restructuring was a condition precedent for closing the acquisition by Exitus of 55% equity participation in CV Credit.

• Counsel to HSBC Mexico and other lenders in an MXN$1,600M club deal for the financing of Grupo Charly, a sportswear and sneakers manufacturing company.

• Representation of Scotiabank in a MXN$400,000,000 unsecured corporate loan granted to Factoring Corporativo, S.A. de C.V., SOFOM, E.R. for the acquisition of certain assets and corporate interest. Corporate Factoring is a key financial player in the factoring sector in Mexico.
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2019 AND EARLIERCORPORATE | M&A

• Represented ZEI-GHI CO-INVEST I, LLC, in the acquisition of a stake in Hey Homie, SAPI de CV, a Mexican Company that is in the business of listing, management, and lease collections of third party residential units through the use of technology. Homie owns a technological platform that allows people with good loan records and great properties to find each other.

• Counsel to Vente-Privee for the sale of 100% equity interest in its Mexican subsidiary Privalia Venta Directa, S.A. de C.V. and its subsidiaries that own and operate the business through the platform known as “Privalia” in Mexico.

• Purchase Agreement and the amendments executed by CTF Cooperatief U.A. and the Buyer Interior Real Estate Development, S.A., to transmit and acquire Rosewood Hotel.

• Advise Casa Lumbre and Teremana Agave Distillery, a tequila producer, on the negotiation, drafting and closing of a profits interest award agreement, entered into with Siete Bucks Ventures.

• Buyout of Mr. Michael Schipper Deicas (shareholder and CEO of the Company) 20% equity participation in Distribuidora Tamex, S.A. de C.V.

• Represented Goldman Sachs Bank USA as administrative agent and arranger in a $125 million senior secured revolving credit facility to Mercado Lending, S.A. de C.V. (Credit Market). Mercado Crédito is a FinTech unit of MercadoLibre that offers credit to clients of its parent company, as well as to customers using its online payment platform, Mercado Pago.

• Represented Alloy Merchant Partners, (Alloy) in a lending transaction to CAT60, (Resolve) for MXN $360,000,000. Alloy is a leading private equity fund based in Houston but investing the broad majority of its capital in medium to big sized Mexican companies that have proven a track record EBITDA. Resolve is the leading micro-credit restructuring company in Mexico, which in recent years, expanded to Colombia and Spain. Represented Mexican fintech company CrediJusto on a secured loan from Goldman Sachs, involving financial services regulation advice.

• Represented Uno Health Room, S.A.P.I. de C.V. in the capital investment for approximately US$11.5 million made by Lighttone Fund and Endeavor.

• Advised Pinfra (Infrastructure Developer and Operator, S.A.B. de C.V.) and Grupo Concesionesionaria de México, S.A. de C.V. on the 20% sale of their joint participation in the capital stock of the Concesionaria Monterrey Nuevo Laredo, S.A. de C.V. in favor of the private equity fund of AINDA Energía & Infraestructura, S.A.P.I. de C.V.

• Represented HSBC, as the lender, and DISH, as the borrower (through its subsidiary, Comercializadora de Frecuencia Satelitales, S. de R.L. de C.V.) in a loan agreement whereby the lender granted up to US 24 million loan in favor of the borrower.

• Represented Alpheus Enterprise Inc. for an acquisition by Premier Polymers, LLC, a subsidiary of Vinmar International, of 100% of the assets of Alpheus Enterprise, Inc. and two affiliate companies in Mexico.

• Casa Montelobos and Licorera Ancho Reyes, mezcal and chili liquor producers owned by Grupo Casa Lumbre, closed a capital raise from more than 20 Friends & Family investors that acquired equity participations and convertible notes in both entities. The proceeds of such investments will be used for working capital purposes.

• Alloy Merchant Finance, LLP joined the private equity fund Gueca Capital, S.A.P.I. de C.V. and some high net-worth individuals to acquire Operadora IPM, S.A.P.I. de C.V. and IPM Santa Fe, S.A.P.I. de C.V. (holding companies of 14 kindergartens and pre-schools in up-end neighborhoods in Mexico City). For Alloy Merchant Finance, LLP, the deal was structured as a mix of equity and debt (guaranteed by a made-to-measure Security Package), while the broader structure included a complex shareholders' agreement and the contribution of the target companies to a management and control trust.

• Represented Finterra Bank, S.A., a Mexican bank focused on the agri-food and SME sector in the transfer to Promecap, a financial advisory fund formed by Mexican entrepreneur Fernando Chico Pardo, of an approximately US$10 million past due portfolio.

• Represented a leading Mexican pharmaceutical company on a corporate restructuring involving an officer's compensation and stock options.

• Represented AN Global IT in the re-restructuring of the group and its credit with Monroe Capital Management Advisors and other lenders. The credit was guaranteed by a guaranty trust, a stock pledge, a non-possessory pledge, and certain other guaranty documents.

• Represented BAS Projects Corporation, a Spanish developer and sponsor of renewable power generation projects, in the sale of a 75% interest in two operating photovoltaic generation plants located in the state of Chihuahua, Mexico, with an aggregate capacity of 67MW to Mexico Infrastructure Partners, a Mexican investment fund that actively participates in the development and financing of energy and infrastructure projects.

• Represented Sabadell Bank as administrative agent, security agent, arranger and lender and Scotiabank Mexico as lender, in a MXN$1 billion loan facility provided to Mexico Tower Partners, S.A.P.I. de C.V.

• Representation of Cointer Concesiones México S.A. de C.V. and Sociedad Michoacana de Constructores, S.A.P.I. de C.V.. on the sale of their joint participation in the capital stock of Concesionaria de Autopistas de Michoacán S.A. de C.V. to Fibra Vía, an energy and infrastructure investment trust, controlled by Promotora y Operadora de Infraestructura, S.A.B de C.V.
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BANKING & FINANCE

• A three-office, two-practice Mayer Brown team represented Cargill Financial Services International on a US$575 million financing package it provided to Altos Hornos de México (AHMSA), one of the largest steelmakers in Mexico. The financing consists of an advance on receivable accounts and a revolver, which will be used to pay off existing creditors.

• Represented AN Global IT in the re-restructuring of the group and its credit with Monroe Capital Management Advisors and other lenders. The credit was guaranteed by a guaranty trust, a stock pledge, a non-possessory pledge, and certain other guaranty documents.

• Represented Alloy In a mezzanine loan to Fidelity for USD$7 million. The financing was done through two credit agreements (one was convertible) and with a warrant to be granted in case of repayment of the convertible credit agreement, for up to 3.5% of Fidelity's equity. (Mexico).

• Counsel to Alloy in the loan granted to Grupo Centra for the construction of new fuel stations, improvements to current self-service stores, and working capital for the business. The credit structure included a guarantee trust, a shares pledge, and a pledge without transfer of possession over the business. Grupo Centra is a leading company in the field of gas stations and adjacent self-service stores in the states of Sonora and Baja California in Mexico.

• Represented Otay-Tijuana Venture, L.L.C. as borrower in the refinancing of a US$90 million syndicated loan agreement entered into with Banorte. Proceeds of the original loan were used to finance the construction of a pedestrian bridge connecting Tijuana International Airport with a terminal in San Diego, California, allowing passengers to cross between Mexico and the United States without having to use the current international border. The bridge was the first of its kind worldwide, connecting one of the busiest international borders in the world.

• Represented Sabadell Bank as administrative agent, security agent, arranger and lender and Scotiabank Mexico as lender, in a MXN$1 billion loan facility provided to Mexico Tower Partners, S.A.P.I. de C.V.

• Represented Alloy in the loan granted to Yadatex for the finance of working capital and refinance of existing debt. The credit structure included a guarantee trust, a shares pledge, a pledge without transfer of possession over the business, and a pledge without transfer of possession over beneficiary rights. The loan represented one of the first transactions in Mexico of Alloy Merchant Finance, a cross-border finance company created to meet the growth capital needs of middle market and small companies in Mexico and the United States.

• Represented HSBC, as Mexican legal counsel, in an asset-based credit facility for IEWC and several of its subsidiaries (IEWC Mexico) for up to $75 million USD.
  

Most recent representative transactions (while at his previous employment) include:

• Scotiabank — Interceramic Refinancing, 2018: Represented The Bank of Nova Scotia, as lender, and lead arranger, in a USD$30 million loan facility granted to Internacional de Ceramica, S.A.B. de C.V. The proceeds of the loan were used for the refinancing of existing indebtedness and for general corporate purposes.

• ASA/Invex Sale of Mexicana Engines, 2018: Airports Represented and Auxiliary Services, a government-owned entity, and Banco Invex as trustee in Trust 2100, in the sale of several assets under trust formerly owned by Compañía Mexicana de Aviación (Mexicana), including three aircraft engines, to Royal Alpha Management LLC. Proceeds of the transaction will be distributed to the former workers of Mexicana.

• Represented Kandeo Fund, a private equity firm investing mainly in financial institutions that are not catered to efficiently or effectively by traditional financial institutions in Colombia, Mexico and Peru, in the acquisition of 40 percent of Exitus Capital.

• Advised Velsimex, an agro-chemical products manufacturer and distributor, and other individual shareholders in the buyout acquisition of 50 percent of its shares from DVA Agro GmbH. As part of the transaction, Velsimex will manufacture and supply certain products to DVA Agro GmbH during a five-year term. The transaction also included the structuring of intercompany payments to DVA Agro GmbH through a trust that will receive proceeds from Velsimex future collection rights.

• Represented Altán Redes, the first Mexican wholesale shared mobile network, in the negotiation and implementation of an industrial partnership agreement with both Axtel and Mega Cable (two of the most prominent Telecom companies in Latin America) for the design, installation, operation, maintenance and commercialization of a nationwide 700 MHz LTE wholesale shared network and for the exploitation of two optical fiber strands assigned by the Federal Power Commission.

• Represented Altán Redes, in negotiating each of the master tower lease agreements entered into by Altán, as lessee, and several Mexican tower companies (including American Towers, MTP, Centennial, and Uniti Towers) as lessors, following which Altán shall install telecommunications equipment in each tower.

• Represented AliAdamX Group, a Mexican startup with an innovative concept of social welfare, an online platform that allows single mothers to have a better life and better opportunities, while becoming independent entrepreneurs by providing cleaning services (the allies) through the platform, in the round of capital investment by PSM, a sustainable social investor, Fiinlab, an innovation laboratory of Gentera the purpose of which is to create new business models for financial inclusion, certain innovative individual investors, as well as private equity funds Dila Capital, Capital Invent, and Variv.

• Represented Banco Santander, HSBC Mexico and Bank of Nova Scotia as lead banks on US$326.5 million senior secured acquisition financing for Grupo Industrial Saltillo, as borrower. Grupo Industral Saltillo is a Mexican publicly traded company that designs, manufactures and markets various products for industrial and consumer sectors, including auto parts, flooring, water heaters and kitchenware. The financing consisted of a US$276.5 million term loan facility and a $50 million revolving credit facility. The proceeds of the term loan facility were used by GIS to finance its acquisition of the Infun Group (a Spanish manufacturer and distributor of automotive components), to pay certain related costs and to repay existing indebtedness. This deal was selected as one of the Latin America Deals of the Year 2018 since it represented “the most innovative and outstanding debt capital market deals on the continent, 'according to Bonds & Loans.

• Acted as leading counsel of Altán Consortium, a 10-company consortium led by Morgan Stanley Infrastructure, the International Finance Corporation and Grupo Multitel, (a Madrid based telecommunications firm) in connection with its bid in Mexico's historic international public tender process for the development and deployment of a shared wholesale telecommunications' services network (Shared Network). This project is considered to be the largest telecoms project within the Administration of President Peña Nieto and one of the largest telecom projects in the history of Mexico. This deal was selected as the Telecom Latin America Deals of the Year 2017 by IJGlobal.

• Represented Nacional Financiera, a Mexican governmental bank, in the US$10.5 million sale of several assets under trust formerly owned by Compañía Mexicana de Aviación, (Mexicana), currently under an insolvency proceeding, to Jetran LLC. After complex corporate and financial structuring, the nine Airbus A320 aircraft and 17 engines were sold through an additional trust created by several governmental entities in order to benefit the former workers of Mexicana.

• Represented MXT Capital Partners, a private local company specialized in providing lease space in sites for the installation of telecommunication antennas and other transmission equipment, in the first of a series of acquisitions of telecommunication towers portfolio located in Mexico.

• BBVA Bancomer represented, as administrative agent, lead arranger, security agent and lender and Scotiabank Inverlat, as lender and lead arranger, in an MXN$900 million (US$50 million) syndicated loan facility granted to a business trust. The proceeds of the loan were used for the refinancing of the construction of the stadium of Monterrey FC soccer club in Mexico.

• Represented Mexican Pacific Airports (AMP), the controlling entity and strategic partner of Grupo Aeroportuario del Pacifico (GAP) in a dispute against Grupo México, before the Mexican Supreme Court regarding the validity of anti-takeover provisions contained in GAP's by-laws. GAP is a public company listed on both the Mexican and the New York Stock Exchanges that operates 12 airport concessions in Mexico. The Supreme Court decision confirming the validity of the by-laws is a historic decision by Mexico's judicial branch since it is the first time the Supreme Court reviewed a case regarding the application of the Stock Exchange Law (enacted in 2006).

• Represented Scotiabank Inverlat, as administrative agent, sole lead arranger, security agent and lender in a US$ 90 Million syndicated fixed asset loan facility granted to Ragasa Industrias and Ragasa Inmobiliables, one of the leading producers of cooking oil and other related products in Mexico under the brand “Nutrioli” among others. The facility involves an initial disbursement of US$30 million, with the possibility to increase the facility for an additional amount of up to MXN$ 987 Million (US$60 Million). The proceeds of the loan will be used to build a new Refinery Plant and Mill, assets that have been granted as security for the loan.

• Represented GE Capital Aviation Services (GECAS) as existing owner participant and Aviation Capital Group Corp. (ACG) as a new owner participating in connection with the transfer of rights over an Airbus A-320 aircraft currently under a trust and leased to Concesionaria Vuela Compañía de Aviación (d/b/a Volaris), a Mexican low-cost carrier. Our Mexico City office acted as transaction counsel in negotiating the assignment and amendment documents and in the registration process of the lease amendment documentation with the Mexican aeronautical authorities.

• Represented BlackRock Inc. in the acquisition of Institutional Infrastructure, (I Square), a Mexican leading independently managed firm in Mexico which invests across a broad range of infrastructure projects in Mexico. The transaction required certain regulatory and corporate approvals, including antitrust clearance.

• Represented The Bank of Nova Scotia (Scotiabank Inverlat) as administrative agent and lender in a MXN 800 million (US$60 million) syndicated facility granted to Centennial TWR Mexico, and in a concurrent facility (through Colpatria) of US$8 million to Centennial Colombia. Both borrowers are private companies providing lease space in sites for the installation of telecom antennas and other transmission equipment. The borrowers' primary customers are the major telephone carriers. The proceeds of the loans were used to refinance existing debt, finance the acquisition of new sites and fund working capital.

• Represented Controladora Mexicana de Aeropuerto, (CMA) in the US$222 million acquisition from Desarrollo de Concesiones Aeroportuarias, S.L., a subsidiary of the Spanish infrastructure conglomerate Abertis (Abertis), of its 33 percent in AMP, the controlling entity of Grupo Aeroportuario del Pacafico, (GAP). GAP is a public company listed on both the Mexican and New York Stock Exchanges that operates 12 airport concessions in Mexico. The transaction included the exercise of a right of first refusal by CMA. Previously, Raúl represented CMA in more than two years of corporate disputes with Aena International Development, a Spanish government-owned airport operator (AENA) and Development of Airport Concessions.

• Represented Otay-Tijuana Venture, L.L.C. as borrower in a US$70 million syndicated loan agreement entered into with lenders Banco Invex, Institution of Multiple Banking, Invex Financial Group and Banco Nacional de Comercio Exterior. The purpose of this transaction was to finance the construction of a pedestrian bridge connecting Tijuana International Airport with a terminal in San Diego, California, allowing passengers to cross between Mexico and the United States without having to use the current international border. The bridge was the first of its kind worldwide, connecting one of the busiest international borders in the world.

• Represented Blockbuster L.L.C., a wholly-owned subsidiary of DISH Network Corporation, in the sale of its subsidiary, Blockbuster de México, to certain affiliates of Mexican conglomerate Grupo Salinas.

• Participated in the working group formed to analyze, review and propose amendments to the declarations made by the Mexican Government to the Cape Town Convention on Mobile Equipment.

• Represented Citigroup Global Markets and Credit Suisse Securities (USA) as global coordinators, joint book runners and initial purchasers, and Deutsche Bank Securities Inc. and Santander Investment Securities Inc. as joint book runners and initial purchasers, in connection with the issuance by Offshore Drilling Holding of US$950 million 8,375% senior secured notes due to 2020. This deal was selected as “Mexico Infrastructure Deal of the Year” by Latin Finance.

• Represented Boeing on its negotiations with the Ministry of National Defense of the Mexican Federal Government, regarding the purchase and sale agreement for the new presidential aircraft.

• Represented Banco Nacional de México (Banamex) in a US$11.5 million reopening of a US$192 million facility granted to Mexican vehicles owned by Mexico Retail Properties I, used for the construction and operation of ten shopping centers throughout Mexico. Investment fund Mexico Retail Properties I is part of MRP Group and Black Creek Group. Later, Raúl represented Banamex in the transfer by the MRP Group of two large projects' portfolios to FibraUno.