I ndustrias

A viation

Our Firm has been at the forefront of the aviation industry in Mexico for the last two decades, having worked on some of the largest transactions in the sector, including privatizations, acquisitions and securities offerings by domestic airlines and airports.

Our work includes mergers and acquisitions, capital markets, financings, competition, regulatory, and labor.

Below is a list (which is organized in alphabetical order based on our client’s name) of selected matters which, is intended to give a brief indication of our experience in the aviation sector:

  • Counsel to Acciones y Valores Banamex, S.A. de C.V., Casa de Bosla Integrante del Grupo Financiero Banamex and Citigroup Global Markets Inc., as underwriters, in the initial public offering of Grupo Aeroportuario del Centro Norte (OMA).
  • Counsel to Acciones y Valores Banamex, S.A. de C.V., Casa de Bolsa Integrante del Grupo Financiero Banamex and Credit Suisse, as underwriters, in the initial public offering of Grupo Aeroportuario del Pacífico (GAP)
  • Counsel to Aimia Inc in the acquisition, from Grupo Aeromexico, of an additional 20% equity participation in Premier Loyalty & Marketing S.A.P.I. de C.V., owner and operator of Club Premier, Mexico´s leading loyalty program.
  • Counsel to Consorcio Aeromexico, S.A.B. de C.V. in the sale/privatization of Mexicana and Aeromexico airlines.
  • Counsel to Discovery Americas I in the joint venture with Televisa, Inbursa and TACA, to establish a “green-field” low-cost airline, which operates under the tradename Volaris.
  • Counsel to Delta Air Lines in connection with certain joint cooperation agreement with Grupo Aeromexico regarding transborder filghts, and the corresponding approval from the Federal Economic Competition Commission.
  • Counsel to Groupe Aeroplan Inc., in its strategic investment in Aeromexico’s Club Premier frequent flyer program and in the transformation of Club Premier into Mexico’s first stand-alone broad based coalition loyalty program.
  • Counsel to Grupo ADO, S.A. de C.V., one of Mexico’s largest bus transportation operators, in the acquisition of a 49% interest in Inversiones y Técnicas Aeroportuarias, S.A. de C.V., (ITA), the strategic partner of Grupo Aeroportuario del Sureste, S.A.B. de C.V., (ASUR), which operates nine airports in Mexico and the concurrent acquisition of a 12.58% interest in ASUR directly.
  • Counsel to the Katz family in the acquisition of Transportes Aeromar, S.A. de C.V., (Aeromar) one of Mexico´s airlines which operates domestic and international flights.
  • Counsel to US Airways Group in connection with the pre-merger filing regarding the strategic business combination with American Airlines.
  • Counsel to Volaris and its existing shareholders, Protego Air, Discovery Americas I and Taca-Avianca, in the sale of 50% equity stake in Volaris owned by Televisa and Inbursa, as a result of a competitive unsolicited offer delivered to the shareholders of Volaris by one of its competitors.
  • Counsel to Volaris in connection with the pre-merger notification to the Federal Competition Commission regarding the indirect acquisition of a participation in its capital stock by Indigo Partners LLC.

C onsumer Products

Our Firm has ample experience in the consumer products industry, including food, beverage, personal products, household and luxury goods. Our advice includes comprehensive transactional work in mergers & acquisitions, financings, competition, real estate and intellectual property, as well as advising on regulatory matters relating to labeling and compliance with laws and official norms.

Below is a list (which is organized in alphabetical order based on our client’s name) of selected matters which, is intended to give a brief indication of our experience in the consumer products sector:

  • Counsel to Ajecorp B.V., producer and distributor of carbonated soft drinks and its Mexican guarantors in the 144A Rule, Regulation S issuance of 6.50% Senior Notes due 2022.
  • Counsel to Amcor Group GmbH in the acquisition of 100% of the capital stock of Aluprint Tabaco, S. de R.L. de C.V., and the acquisition of all assets and operations carried out in its facility located in Monterrey, Nuevo León, Mexico in connection with the manufacturing of tobacco products for the cigarette industry.
  • Counsel to Grupo Axo, S.A.P.I. de C.V., in the formation of a joint venture company that will license from wholly owned subsidiaries of PVH Corp, the rights to operate and manage the distribution of Calvin Klein, Tommy Hilfiger, Warner’s, Olga and Speedo brand products in Mexico.
  • Counsel to Bankers Trust / DB Capital Partners in the divesture of its 10% participation in Jugos del Valle, S.A. de C.V.
  • Counsel to Brown-Forman Corporation in the acquisition of substantially all of the assets of the Mexican tequila company Grupo Industrial Herradura, S.A. de C.V., (Casa Herradura).
  • Counsel to Brown-Forman Corporation in the acquisition of a real estate property from Grupo Industrial Herradura, S.A. de C.V. (Casa Herradura).
  • Counsel to Bristol Myers Squibb in the sale of the Clairol hair care and coloring division to Procter & Gamble.
  • Counsel to Grupo Cimsa in the merger of its beverage business with Coca-Cola Femsa, the largest bottling company of Coca-Cola products.
  • Counsel to Grupo Coppel in the acquisition of a retail portfolio of 4 shopping centers for an approximate amount of US$81 million dollars.
  • Counsel to Citigroup Global Markets Inc; Merrill Lynch, Pierce Fenner & Smith Incorporated, as initial purchasers under Mexican Law in the US$250 million 3.250% Notes 2025 issuance of Kimberly-Clark de México, S.A.B. de C.V., offered outside Mexico under Rule 144A and Regulation S,
  • Counsel to Colgate Palmolive on the sale to Genomma Laboratories in Mexico, a direct subsidiary of Genomma Lab Internacional, of the Wildroot brand/line of business and Alert and Nórdiko brands/lines of business.
  • Counsel to Colgate Palmolive in different environmental, land use, zoning and entitlement aspects of the demolition of their industrial facilities and headquarters in Mexico City, in preparation for their upcoming transfer to the US Government for the re-development of the site as the new US Embassy in Mexico.
  • Counsel to a consortium of Mexican investors in the sale of Santa Clara dairy business to Jugos del Valle and The Coca Cola Company.
  • Counsels to Crisa Libbey México regarding the protection of several intellectual property rights in Mexico, such as trademarks, slogans, industrial designs, applied-art works, among others.
  • Counsel to Groupe Danone in the acquisition of three bottled water companies in Mexico, for an aggregate consideration of approximatelyUS$70 million.
  • Counsel to Grupo Doña Tota and its shareholders, a leader in Mexico´s fast food sector, in the sale of 80% of the capital stock of Grupo Doña Tota to Femsa Comercio.
  • Counsel to Diageo Plc in the acquisition of full global ownership and control of Tequila Don Julio and the early termination of Casa Cuervo´s production and distribution agreement of Smirnoff in Mexico.
  • Counsel to Diageo Plc in the acquisition of the trademark, slogan, trade name, inventions, industrial designs and other intellectual property rights portfolio for the Tequila Don Julio Campaign, over 400 advertising materials and executed agreements with promotional for such product.
  • Counsel to Eton Park Capital in the US$434 million leveraged acquisition of Kimberly-Clark Mexico’s industrial paper división.
  • Counsel to Gelatinas D’Gari and its shareholders in the sale to Dr. Oetker of 100% of its interest in D’Gari.
  • Counsel to J. Heinz Company in the pre-merger filing regarding the acquisition of Heinz by an investment consortium comprised of Berkshire Hathaway and 3G Capital.
  • Counsel to Home Depot in connection with the pre-merger notification of the acquisitions of Maderería del Norte, S.A. de C.V. and Home Mart, S.A. de C.V.
  • Counsel to Grupo Modelo, S.A.B. de C.V., in the acquisition by Anheuser Busch. This transaction involved the merger of two companies, Diblo, S.A. de C.V. and Dirección de Fabricas, S.A. de C.V., with and into Grupo Modelo, S.A.B. de C.V., and the subsequent public tender offer to acquire up to 100% of the outstanding shares of Grupo Modelo.
  • Counsel to Grupo Modelo, S.A.B. de C.V., in the sale to Comercializadora Círculo K, S.A. de C.V., of 100% interest of the group of companies comprising “Tiendas Extra”, convenience stores.
  • Counsel to Grupo Yoli, S.A. de C.V., and its shareholders in the merger of Grupo Yoli into Coca-Cola Femsa (KOF) and the resulting acquisition by KOF of all Grupo Yoli´s rights and obligations.
  • Counsel to Luxottica Group S.p.A. in the acquisition of High Tech Sunglasses and Gafas de Sol (Stanza). The stores will be rebranded under Luxottica’s “Sunglass Hut” brand.
  • Counsel to Merrill Lynch in the purchase of the Mexican processed foods businesses of Del Monte Corporation, for an undisclosed amount.
  • Counsel to Office Depot, Inc., in the pre-merger filing regarding its merger with OfficeMax Incorporated.
  • Counsel to Ontex Global BV in the acquisition of 100% of the stock in Grupo P.I. Mabe and its subsidiaries.
  • Counsel to Parmalat S.p.A., in the acquisition of Lacteos la Esmeralda, Mexico based manufacturer of dairy products, held by Distribuidora de Lácteos Algil, specialized in the production and distribution of cheese with leadership positions in the categories in which they operate.
  • Counsel to Parmalat, S.p.A., regarding the compliance of the products manufactured by Quesos La Esmeralda with labeling and nutritional information regulations and assessment in connection with the business know-how and industrially confidential applicable information.
  • Counsel to PepsiCo International in its Office Consolidation Program in Mexico City, involving the consolidation of its regional and main offices into one single premise of approximately 150,000 square feet.
  • Counsel to Sysco Corporation in the acquisition of 50% of the capital stock of Pacific Star Foodservice, a leading foodservice distributor in México.
  • Counsel to Sysco Corporation in connection with the intellectual property portfolio owned and used in Mexico by Pacific Star Foods and its Mexican subsidiaries for the multi-temperature products (frozen, refrigerated and dry) services and Mexican data privacy compliance analysis regarding Pacific Star Foods and its Mexican subsidiaries.
  • Counsel to Viana in the sale to Grupo Coppel of 100% of the capital stock of Viana and its subsidiaries.
  • Counsel to The Home Depot in the due diligence, purchase and regularization of the leases and other properties purchased throughout Mexico.
  • Counsel to The Sterling Group in the acquisition of DuPont´s worldwide bag-in-box flexible packaging business operated by Liqui-box Corporation, including the transfer of all of its business in Mexico.
  • Counsel to Whirpool in the negotiation, acquisition and lease of an industrial park complex and manufacturing plant in Reynosa, Tamaulipas.

E nergy & Natural Resources

With experience dating back to the opening of the Mexican energy sector to private investment over 20 years ago, our Energy and Natural Resources Practice provides clients with a full array of services, both transactional and regulatory in nature, within the oil and gas, petrochemical, traditional and alternative power (including solar, wind, hydro, geothermal, biomass, waste-to-energy), mining, water and waste management sectors in Mexico.

We are recognized for designing and implementing bespoke and innovative solutions responsive to our clients’ needs, working closely with them to anticipate and resolve issues, effectively allocate risk and ensure the successful structuring, procurement, acquisition, development, financing and operation of energy projects and energy infrastructure. Coupled with an in-depth knowledge of the industry, our market expertise allows us to offer substantive expert advice and clear strategies required to bid for, acquire, develop and finance projects within the energy and natural resources sectors.

Our clients include a diverse constituency of global and domestic sponsors, developers, investors and financiers, comprising major energy and infrastructure sponsors, engineering and construction companies, banks, private equity funds, consortia of investors, insurers, governments and multi-lateral institutions.  We have advised this client base in M&A, financial and other transactions relating to upstream and midstream oil and gas facilities, power generation plants, clean and renewable energy assets, and hydrocarbon processing facilities.

Below is a list (which is organized in alphabetical order based on our client’s name) of selected matters which, is intended to give a brief indication of our experience in the energy and natural resources sector:

  • Counsel to Iberdrola Energía, S.A. in the acquisition of 100% of Enertek, S.A. de C.V., from Alfa, S.A. de C.V. and American Electric Power.
  • Counsel to Abengoa Cogeneración Tabasco in the development and financing of the Nuevo Pemex cogeneration project in Pemex’s gas-processing complex in Tabasco to transform natural gas and water to be able to deliver 300 MW of electricity and 550t/h of steam to Pemex.
  • Counsel to AXIP Energy Services in the sale of AXIP assets to Enerflex Ltd.
  • Counsel to Conergy Projects Inc. in the due diligence and negotiation of a potential investment in or acquisition of a portfolio of photovoltaic power generation projects in Mexico.
  • Counsel to First Reserve in the due diligence and the tax structuring of its acquisition, together with BlackRock, of a 49% equity interest from Pemex in the Los Ramones gas pipeline project.
  • Counsel to KKR in the ongoing structuring and negotiation of a US$3 billion sale lease back transaction with Pemex relating to offshore oil and gas facilities.
  • Counsel to Goldman, Sachs & Co. through its specialized fund GS Global Infrastructure Partners II, L.P. (GSIP) in the structuring and negotiation of a Joint Venture with GBM Infraestructura and subsequent joint financed acquisition from Oak Creek Energy Systems. Inc. of the first two construction-ready stages of the Tres Mesas Wind Project, a 148.5 megawatt wind energy project in Tamaulipas, Mexico.
  • Counsel to Grupo Modelo in the development of a natural gas pipeline project at Zacatecas, in collaboration with the Federal Government.
  • Counsel to GS Infrastructure Partners in the joint venture with GBM Infraestructura and the financing and acquisition from Oak Creek Energy Systems Inc.,of the first two construction-ready stages of the Tres Mesas Wind Project, a 148.5 megawatt wind energy project in Tamaulipas, Mexico.
  • Counsel to Howard Midstream Energy Partners LLC in all commercial, regulatory and financial matters relating to the construction and development of the Nueva Era pipeline project, a joint venture between Howard Midstream Energy Partners  (HEP) and Mexico based energy and services firm Grupo CLISA, the Nueva Era pipeline project will connect HEP´s existing Webb County Hub in South Texas directly to Monterrey, Nuevo León Mexico.
  • Counsel to the InterAmerican Development Bank in the financing of the an acquisition by Enel Green Power of a 74 MW wind farm developed in the Isthmus of Tehuantepec, Oaxaca, Mexico.
  • Counsel to InterGen B.V. in the due diligence and a 50% stake in the 155MW first phase of the Energía Sierra Juárez wind farm, being developed by IEnova, located in the Sierra Juarez mountains in Baja California, Mexico, which is the first cross-border wind power Project between Mexico and the United States of America.
  • Counsel to an international energy firm in the structuring and negotiation of a JV with Pemex to develop a natural gas liquification and storage facility in the Gulf of Mexico.
  • Counsel to the senior lender group lead by the Japan Bank for International Cooperation (JBIC) providing financing for the Baja California III IPP Project to be developed by the consortium of Mitsubishi Corporation, Kyushu Electric Power Co., Inc. and GDF SUEZ Energy Development NA, Inc. as part of a CFE public tender procedure.
  • Counsel to the consortium formed by Mitsui & Co., Ltd., Korea Gas Corporation and Samsung Corporation and their project company, Terminal KMS, in their winning bid for the contract awarded by the Mexican Federal Electricity Commission for the design, construction and operation of an LNG Storage Terminal to be located in Manzanillo, Colima, Mexico.
  • Counsel to the initial purchasers lead by Morgan Stanley in a US$575 million global project bond offering under Rule 144/Regulation S to finance Grupo Mexico’s development of a greenfield 500MW-power generation project to supply electricity to affiliated offtakers from mining arm under a long‑term electric energy self-supply agreement.
  • Counsel to Ontario Teachers’ Pension Plan and the Public Sector Pension Investment Board in the acquisition form Banco Santander of a majority interest in a portfolio of wind, solar and water infrastructure assets located across seven countries: Brazil, Mexico, Uruguay, Italy, Portugal, Spain, and the United Kingdom, valued at more than US$2 billion and a total capacity of more than 1,400 megawatts.
  • Counsel to Petróleos Mexicanos in the negotiation of a JV with a Singapore company to develop a shipyard in a Mexican port within the Gulf of Mexico.
  • Counsel to Petróleos Mexicanos in connection with the legal aspects of the project for the modernizing its cabotage tanker fleet and operations.
  • Counsel to RWE Supply & Trading GmbH in their participation in several public bids and procurement procedures called by CFE, including the first electronic auction process, for the awarding of coal and liquefied natural gas supply contracts
  • Counsel to Sempra Energy in the preparation and structuring of its successful participation in the public bid called by CFE for the transportation and supply of natural gas to its facilities in Baja California, Mexico, under a 15-year Natural Gas Supply Agreement worth over US$1.4 billion.
  • Counsel to Sempra Energy in all regulatory and commercial aspects relating to the development of the Liquefied Natural Gas Storage and Regasification Terminal in Ensenada, Baja California, including all permitting aspects, regulatory compliance, contractual relationships with storage clients, land, environmental and labor matters, among others.
  • Counsel to Sempra Pipeline & Storage in the acquisition of El Paso’s Mexican pipeline and gas infrastructure assets, including 50% interest in the JV with Pemex which includes two natural gas pipelines and one propane gas pipeline. Sempra Energy, already a leading player in Mexico’s private natural gas market, consolidated its position to become the strongest natural gas service supplier and obtained a strong foothold in the propane pipeline business.
  • Counsel to Sierra Oil and Gas as common representative of the Consortium, formed by Sierra Oil and Gas, S. de R.L. de C.V., Talos Energy LLC and Premier Oil Plc, in their participation and winning bid at the First Tender of Round One called by the National Hydrocarbon Commission for the award of the first share production contract for hydrocarbon exploration and exploitation in Mexico. This is Mexico´s first bidding process of upstream contracts since the Energy Reform, which opened up the oil and gas industry to private investment for the first time in nearly a century.
  • Counsel to SunEdison in the due diligence and acquisition of a greenfield wind farm located in Durango, including all the commercial, financial and regulatory aspects of the project.
  • Counsel to Transportadora de Gas Internacional, S.A. in the preparation and structuring of their participation in the public bid called by CFE for a compression station at Tamaulipas, Mexico, under a 20-year service agreement.
  • Counsel to True North Venture Partners L.P., a private equity fund focused in the alternative energy sector, in connection with its investment in Celsol, S.A. de C.V., providers of energy optimization solutions under the trademark Optima Energia, and the concurrent acquisition by True North of Sinca Inbursa’s participation in Celsol.
  • Counsel to Terminal KMS de GNL, S. de R.L. de C.V., a Mexican special purpose subsidiary of the sponsors, Mitsui & Co., Ltd., Samsung C&T Corporation and Korea Gas Corporation, in connection with their winning bid for the contract awarded by the Mexican Federal Electricity Commission for the design, construction and operation of an US$875 million LNG Storage Terminal located in Manzanillo, Colima, Mexico.
  • Counsel the Senior Lenders lead by The Bank of Tokyo-Mitsubishi (New York) in a US$275 million financing to InterGen for the development of a 205MW gas-fired combined cycle power generation facility near San Luis de la Paz, Guanajuato, Mexico, which will provide electricity to Mexico’s largest gold mine operated by Goldcorp under a long-term self-supply power agreement; and a 40,000 horse-power natural gas compression station constructed at the Port of Altamira, Mexico providing natural gas compression services to the CFE, among others, under long-term compression services agreement.

Chambers and Partners highlights about our practice:

“Well-known practice routinely instructed by clients to advise on transactional matters arising in the energy and natural resources sector. Frequently involved in the financing of energy projects and due diligence for the acquisition of energy assets. Active in various market sectors including oil and gas, wind and solar.”

F inancial Institutions

For decades we have advised leading global and domestic financial institutions and sponsors in complex transactions and other client-matters in the banking, securities, insurance and asset management sectors.

Our clients include global and domestic commercial and investment banks, insurers, reinsurers, asset managers and funds, who we have advised on mergers and acquisitions, financings, securities offerings, restructurings, regulatory and product development.

Our practice also includes advising financial sponsors on regulatory investigations.  Through our years of involvement in the sector, we have developed close working relationships with industry regulators, including the Ministry of Finance (Secretaría de Hacienda y Crédito Público), the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) and the Central Bank (Banco de México).

Below is a list (which is organized in alphabetical order based on our client’s name) of selected matters which is intended to give a brief indication of our experience in the financial institutions sector:

  • Counsel to ACE Group in the acquisition of ABA Seguros, S.A. de C.V., a Mexican insurance company owned by Ally Financial Inc., and ACE Limited.
  • Counsel to Advent International in the acquisition of an equity interest in Invercap and the granting of convertible loans to Invercap, a Mexican pension fund.
  • Counsel to Afore SURA and Afore Banamex, in the equity investment in Integradora de Servicios Petroleros Oro Negro, through Banco Nacional de México, División Fiduciaria.
  • Counsel to Ally Financial and Residential Capital in the sale of 100% of the capital stock of its Mexican subsidiary GMAC Financiera, S.A. de C.V., to Admantine Fund.
  • Counsel to AlphaCredit Capital, S.A. de C.V., SOFOM, E.N.R., in the acquisition of 51% of the stock in Aeternam, S.A.P.I. de C.V., a newly created company that acquired all assets and liabilities owned by Total Credit, S.A.P.I. de C.V.
  • Counsel to AXA Seguros in the sale of its bonding business to Afianzadora Sofimex.
  • Counsel to AXA Seguros in its acquisition of ING Seguros, S.A.
  • Counsel to Banco Santander, S.A., in the merger of Santander Asset Management and Pioneer Investments to create a leading global asset manager in Europe and Latin America.
  • Counsel to the shareholders of Concesiones Integrales, S.A. de C.V., in the investment and financing by Banca Monex, S.A., División Fiduciaria of 75% of Concesiones Integrales’ capital; as well as in the financing by Banco Interacciones, S.A., as lender, of the new investors in the structuring of the investment and financing.
  • Counsel to Deutsche Bank in the sale of its real estate investments in Mexico to a newly formed fund managed by Deutsche Bank.
  • Counsel to GE Capital in the sale of its mortgage business in Mexico to Banco Santander.
  • Counsel to Genworth Financial in the acquisition by AXA Seguros of 100% of Genworth Lifestyle Protection Insurance.
  • Counsel to Genworth Financial in connection with the acquisition by Talanx/HDI, of Genworth’s life/non-life Mexican subsidiary.
  • Counsel to Grupo CP, Casanueva Perez, S.A.P.I. de C.V., in the subscription and acquisition of 51% of the capital stock of Unifin, Agente de Seguros y Fianzas,S.A. de C.V.
  • Counsel to Grupo CP, Casanueva Pérez, S.A.P.I. de C.V., in the acquisition by Jinterprotek, S.A.P.I. de C.V., an SPV, of Grupo CP, of 100% of the voting rights of HJK, Agente de Seguros y Fianzas, S.A. de C.V., Financial Lines Advisory Group, S. de R.L. de C.V., and Flag Assist, S.A.P.I. de C.V., respectively.
  • Counsel to JP Morgan Capital Corporation and The O’Connor Group in the Peabody Group’s equity investment in G.Acción.
  • Counsel to Livingston International Inc., in its acquisition of JP Morgan Chase Vastera Inc., including its Mexican subsidiary JP Morgan Chase Vastera Mexico, S. de R.L. de C.V., JP Morgan Chase’s customs and trade compliance services.
  • Counsel to Merril, Lynch in the purchase of the Mexican processed foods businesses of Del Monte Corporation.
  • Counsel to Merrill Lynch Global Private Equity in the acquisition of Grupo Convermex, S.A. de C.V.
  • Counsel to Morgan Stanley Real Estate Fund VI and Impulsora Mexicana de Desarrollos Inmobiliarios, S.A. de C.V., in the divestiture of Morgan Stanley, and the investment of Temasek, sovereign fund of Singapore, in the real estate development known as “El Refugio” and “Zibata”, located in the States of Guanajuato and Querétaro, in Mexico.
  • Counsel to Nacional Financiera, S.N.C., I.B.D., in connection with its machinery and equipment acquisition financing to Metalwork & Stamping, S.A. de C.V.
  • Counsel to Prudential Financial, as seller, of a 50% interest in Afore XXI, one of Mexico’s largest pension funds, to Banorte-Ixe, the largest Mexican controlled financial group in Mexico.
  • Counsel to RSA Insurance in connection with the acquisition by Suramericana, S.A., Grupo SURA´s insurance and risk management subsidiary, of RSA Insurance´s operations in Latina America.
  • Counsel to RSA Seguros Mexico, a subsidiary of RSA Insurance, in the transfer of its individual medical expense portfolio to BUPA Mexico.
  • Counsel to Warburg Pincus y General Atlantic in the indirect acquisition by Finesp Holding II, B.V., a subsidiary of Warburg Pincus, of 50% of Banco Santander (México) asset management business in Mexico, Brazil and Spain.

F inTech

Throughout our history the Firm has been actively involved in the development of the financial services industry in Mexico, and has established profound sector specific expertise.  With the advent of technology and the exponential growth of the digital economy, our practice has naturally grown towards FinTech.

By advising host of entrepreneurs, start-ups, venture capitalists and large financial institutions and technology companies, we are able to provide clients with innovative advice and solutions in the following areas of FinTech:

  • Regulatory and licensing
  • Intellectual property
  • Privacy and data protection
  • Design of financial products and solutions across all asset classes
  • Anti-money laundering
  • Corporate finance transactions, including debt financings and M&A, and other transactions in the lifecycle of technology companies
  • Taxation

Below is a list (which is organized in alphabetical order based on our client’s name) of selected matters which is intended to give a brief indication of our experience in the FinTech sector:

  • Legal counsel to Bitso in regulatory consultations on financial technology, tax, corporate and other matters.
  • Legal counsel to PayPal on regulatory issues regarding aggregators, consumer protection and financial technology, as well as on regulatory aspects in Mexico related to its acquisition of Hyperwallet and iZettle, as well as its investment and commercial contract with Mercado Libre.
  • Legal counsel to Nubank in all the legal aspects related to its entry to the Mexican market.
  • Legal counsel to Global Payments in a joint venture with HSBC Mexico for the development of its acquiring business.
  • Legal counsel to Ualá in all the legal aspects related to its entry to the Mexican market.
  • Legal counsel to Visa on regulatory issues in Mexico related to its acquisition of Earthport.
  • Legal counsel to Visor in the lifting of its Series A, for US$7.4 million, by several institutional investors.
  • Legal counsel to Minu, a company dedicated to grant advance payment of accrued salaries through a technological platform, in regulatory aspects of its operation, as well as in the raising of its seed capital round.
  • Legal counsel to Incode Technologies, Inc. a provider of facial recognition services, in the use of biometric recognition technology for financial services.
  • Legal counsel to Pangea, an international money transmitter, in the implementation of an international transfer scheme using cryptomoney.
  • Legal counsel to General Atlantic on their investment in PayClip.
  • Legal counsel to SURA in various financial regulatory aspects, including issues related to the QIIP platform.
  • Legal counsel to AutoLotto, Inc. on Mexican regulatory aspects related to its Initial Coin Offering abroad.
  • Legal counsel to stREITwise on aspects of the Mexican regulations related to obtaining financing through crowdfunding under Regulation A (Reg A+) in the United States of America.
  • Legal counsel to Banorte in the execution and implementation of certain database related contracts with technology service providers.
  • Legal counsel to Edenred in relation to the acquisition of Punto Clave and OPAM, companies focused on the issuance of pre-paid cards and, in relation to Punto Clave, counsel related to the regulation of payment systems.
  • Legal counsel to IBM in the execution and implementation of technology service contracts with financial entities.

Chambers and Partners in its special Fintech guide highlights about our practice the following:

“Top-flight firm advising startups, financial institutions and technology companies on the full range of FinTech mandates. The stellar team boasts extensive expertise in advising clients on the obtainment of FinTech licences, and on the regulatory aspects of financing rounds. Additionally capable of assisting with the negotiation and execution of an array of sector-related contracts, including Banking-as-a-Service, FinTech-as-a-Service, and investment agreements.”

“They are a very successful firm because they have managed to integrate their financial regulatory expertise with longstanding experience dealing with securities and capital markets.”

“The firm stands out in the Mexican market for being a pioneer and innovator in its FinTech affairs and due to its ability to advise on regulatory matters.”

H ealthcare

We represent some of the most important companies in the healthcare industry, providing counsel on a variety of corporate matters. Our involvement in complex transactions, together with our expertise in the regulatory framrework governing the pharmaceutical industry, provides us with unparalleled expertise within the sector.

Below is a list (which is organized in alphabetical order based on our client’s name) of selected matters which, is intended to give a brief indication of our experience in the healthcare sector:

  • Counsel to Arcu TM, S.A.P.I. de C.V., a special purpose vehicle of Arcu Capital I, S.A.P.I. de C.V. in the acquisition of a hospital in Mexico City known as “Torre Médica” through the acquisition of all of the assets from Corporativo Torre Médica, S.C., Imagen de la Torre Médica 2000, S.A. de C.V., Laboratorio de la Torre Médica, S.A. de C.V. and Torre Médica, S.A. de C.V., necessary to own and operate the hospital.
  • Counsel to Arcu Capital I, S.A.P.I. de C.V. in the acquisition of 100% of medical clinics and laboratories operated as Grupo Médico Tonalá or “GMT”, in the Mexico City metropolitan area through the acquisition of 100% of the shares of Dirección y Administración de Servicios Médicos GMT, S.A. de C.V.
  • Counsel to Berry Plastics Corporation, a global leader in healthcare packaging that develops a variety of products for the medical and healthcare industries, in the acquisition of a division of Rexam Plc business of healthcare containers.
  • Counsel to BlackRock in the acquisition of 50% of a high specialty regional hospital in the State of Mexico, known as “Hospital Regional de Alta Especialidad de Zumpango” through the acquisition of 50% of the shares of two entities to which the State of Mexico adjudicated a long term service agreement.
  • Counsel to Cardiva Medical, Inc.,  a medical device company that develops and commercializes innovative vascular technologies, in a secured financing granted by GE Capital Corporation.
  • Counsel to Forest Finance B.V. as lender in connection with a secured financing to Moksha8 Farmacéutica, S. de R.L. de C.V.
  • Counsel to GE Capital Corporation in a secured facility granted to Salter Labs a manufacturer and distributor of medical respiratory products worldwide.
  • Counsel to I Cuadrada Zumpango, S.A.P.I. de C.V., the investment vehicle of the I2 Infrastructure Fund in a secured loan facility for the construction and equipment of a high specialty regional hospital in the State of Mexico, known as “Hospital Regional de Alta Especialidad de Zumpango” with a convertible feature of a portion of the facility into equity of the borrower.
  • Counsel to Medi Access, S.A.P.I. de C.V., in the acquisition of Médica Integral, GNP, S.A. de C.V., from Grupo Nacional Provincial, S.A.B. de C.V.
  • Counsel to Onex Partners in the acquisition of the health group business comprising medical, dental and molecular imaging from Eastman Kodak.

H ospitality

For decades our Firm has been at the forefront of the hospitality sector in Mexico, advising on some of the largest transactions and projects.  Our work includes mergers and acquisitions, capital markets, financings of multiple nature, competition, regulatory, real estate, environmental and labor and employment matters.

Our clients in this industry comprise global hotel and resort operators and developers, including timeshare companies, as well as lenders and other financial sponsors focused on the hospitality industry.

We have actively participated in the development and growth of resorts like Los Cabos, Puerto Vallarta and Cancun, and have worked in multiple capacities and on a breadth of transactions involving landmark properties and resorts, including Punta Mita, Cabo del Sol and Palmilla.

Our work in this sector also includes advising hotel operators on management and service agreements, and all legal aspects of owning and operating hotels, timeshare and fractional assets in Mexico, including tax, labor and environmental.

Below is a list (which is organized in alphabetical order based on our client’s name) of selected matters which, is intended to give a brief indication of our experience in the hospitality sector

  • Counsel to Strategic Hotel Funding L.L.C. in the sale of the Four Seasons Hotel located in Mexico City, to Ruwoja Investments B.V.
  • Counsel to Accor, S.A., in the acquisition of the South America business division of Grupo Posadas, which included real estate properties and operation agreements for 15 hotels locates in Argentina, Brazil and Chile.
  • Counsel to Arenas Encantadas, S.A. de C.V., in the design and implementation of a fractional interest residential and tourism development in the coasts of Huatulco, Oaxaca, México.
  • Counsel to Banco Mercantil del Norte, S.A., Institución de Banca Múltiple, Grupo Financiero Banorte in the execution of a US$185 million loan agreement to Inmobiliaria Hotelera El Presidente Chapultepec, S.A. de C.V
  • Counsel to Cascade Investment LLC, the private investment arm of William Gates III, in the acquisition of the Four Seasons Resort Punta Mita and an adjacent 48-acre parcel of development land from Strategic Hotels & Resorts, Inc.
  • Counsel to Exclusive Resorts, LLC, a U.S. luxury residences destination company, in the financing for the acquisition of over 30 real properties in México, including Los Cabos and Puerto Vallarta
  • Counsel to Exclusive Resorts LLC., in the sale of one of their luxury properties in Los Cabos owned by a subsidiary, and in the cancellation of a pledge over trust beneficiary rights and a mortgage over the property.
  • Counsel to Hoteles City Express Mexico’s largest budget hotel chain, in connection with the investment in the company by IFC and a group of international and Mexican private equity investors.
  • Counsel to Hoteles Citi Express, S.A.B. de C.V., as issuer in a primary global offering of 100,000,000 shares of common stock.
  • Counsel to Hoteles Gran Clase, S.A. de C.V., a Mexican entity formed by a group of Mexican real estate investors, in the design of a complex ownership structure for the further contracting of management services as well as the negotiation of franchise, management and other agreements in connection with the InterContinental Hotel.
  • Counsel to Inmobiliaria Arrendadora de Galicia, S.A., in the purchase of a real estate property located near Loreto, Baja California Sur, for the development of a tourism resort, including golf course and residential complex.
  • Counsel to Intrawest Resort US Ownership Corporation in the purchase of a real estate property in Zihuatanejo, State of Guerrero for the development of a two tower time share apartment complex and the analysis and obtaining of the concession of the Federal Maritime Zone in front of the apartment complex.
  • Counsel to Island Capital Group in the acquisition and financing of its marina in Los Cabos, Mexico.
  • Counsel to Kerzner International in the acquisition and various financing transactions involving the luxury hotel, The One & Only Palmilla in Los Cabos, Mexico.
  • Counsel to LDW Hotels and Resorts in the review of documents and negotiation for the participation in a new development in Cabo San Lucas.
  • Counsel to Maha Holdings Limited in the negotiation of lease and management agreements for the high-end luxury hotel Hacienda San Antonio located in Colima, México.
  • Counsel to Marriot Hotels in the structuring of a JV for the development of a mega-resort in Puerto Peñasco, Sonora.
  • Counsel to MIRA companies in the sale of space to City Express for the construction of a City Express hotel.
  • Counsel to Oakmont Corporation in the regularization of the real estate properties of the Costa Dorada development in Mazatlán and its sale to foreign investors.
  • Counsel to Oakmont Corporation in the acquisition of a participation in the Cabo del Sol project in Los Cabos.
  • Counsel to Paradise Hotels and Resorts in the operations and sale of the Las Ventanas del Paraiso Hotel, located in Los Cabos.
  • Counsel to Grupo Questro, a major Mexican real estate developer, in the sale of a touristic lot in the coastline of Los Cabos, Baja California Sur, to Sibra Diestra, S.A. de C.V.
  • Counsel to RLJ Investments, Inc., in the acquisition of a mayor development in Cancun, Quintana Roo and its operation as part of the Hilton Hotels chain.
  • Counsel to Rockpoint Group, LLC in the acquisition and development of a tract of land through a trust located within the Cabo del Sol development in Los Cabos.
  • Counsel to Starwood Hotels & Resorts Worldwide, Inc., in the acquisition of The Westin Regina Hotel in Puerto Vallarta, Jalisco, Mexico.
  • Counsel to Starwood Hotels & Resorts Worldwide, Inc./Inversiones ECA in the sale to Fibra Hotel (Mexican REIT) as purchaser of the sale of the Sheraton Ambassador Hotel in Monterrey, Nuevo Leon, one of Monterrey’s first hotels to be established in the city’s downtown area.
  • Counsel to The International Finance Corporation in its equity investment in Grupo Posadas, S.A. de C.V., for an undisclosed amount.
  • Counsel to The Koll Company in the acquisition ans subsequent sale of real estate properties and development of the Palmilla and Cabo del Sol resorts in Los Cabos.
  • Counsel to William E. Simmon & Sons Realty in the due diligence for the acquisition of the Estrella del Mar tourist development in Mazatlán.
  • Counsel to Westmont Hospitality Group in the consolidation of a 100% ownership of the Hyatt Regency Cancun hotel.
  • Counsel to a premier investment company based in Dubai in a hotel re-financing.

I nfrastructure

Our Firm has been actively advising clients in the infrastructure sector for decades, working on behalf of local and global infrastructure operators, investors and financial sponsors of various types in a fully array of transactions, including mergers and acquisitions, capital markets, project and asset finance and PPP projects.

Our expertise encompasses airports, toll roads, railways and ports.  We also advise our clients on procurement and regulatory matters, as well as the environmental aspects of building, operating and owning infrastructure assets.

Below is a list (which is organized in alphabetical order based on our client’s name) of selected matters which, is intended to give a brief indication of our experience in the infrastructure sector:

  • Counsel to Concesionaria de Autopistas de Michoacán, S.A. de C.V., as borrower, in two separate secured credit facilities for the construction of the so-called “Michoacán Road Package”, which includes the beltways of Morelia and Uruapan and the 21st century Highway Pátzcuaro-Uruapan-Lázaro Cárdenas in Mexico, and associated work, as part of the concession awarded by the Mexican Federal Government.
  • Counsel to Contecon Manzanillo, S.A. de C.V., in connection with a secured refinancing, in the amount of US$260 million, obtained for the construction and development of a seaport terminal in Manzanillo, Mexico.
  • Counsel to I Cuadrada Zapopán, S.A.P.I. de C.V., as lender in the execution of a convertible credit agreement in connection with the building, conditioning and operating a penitentiary center for women in Ramos Arizpe, Coahuila, Mexico.
  • Counsel to the consortium formed by Mitsui & Co., Ltd., Korea Gas Corporation nd Samsung Corporation and their project company, Terminal KMS, in their winning bid for the contract awarded by the Mexican Federal Electricity Commission for the design, construction and operation of an LNG Storage Terminal to be located in Manzanillo, Colima, Mexico.
  • Counsel to Ontario Teachers’ Pension Plan and the Public Sector Pension Investment Board in the acquisition form Banco Santander of a majority interest in a portfolio of wind, solar and water infrastructure assets located across seven countries: Brazil, Mexico, Uruguay, Italy, Portugal, Spain, and the United Kingdom, valued at more than US$2 billion and a total capacity of more than 1,400 megawatts.

M anufacturing and Industrial

We have an ample and long-established experience representing local and global manufacturing and industrial conglomerates and servicing clients in establishing, acquiring and growing operations in Mexico.  We offer our clients the full gamut of our transactional capabilities, including mergers & acquisitions, financing and real estate.

We also advise our clients on corporate, operational and commercial matters, as well as taxation, labor and environmental.  Our work includes advising on the establishment of operations and facilities under Maquiladora and similar import-export and customs regimes.

Our clients include companies operating in the automotive, construction, chemical, distribution, logistics, manufacturing and machinery sectors.

Below is a list (which is organized in alphabetical order based on our client’s name) of selected matters which, is intended to give a brief indication of our experience in the industrial and manufacturing sector:

  • Counsel to Merril Lynch, in the acquisition of Grupo Convermex, S.A. de C.V., a company that manufactures recyclable plastic products.
  • Counsel to Outokumpu Oyj and ThyssenKrupp AG in connection with the pre-merger filing regarding the combination of Outokumpu and Inoxum, ThyssenKrupp’s stainless steel business.
  • Counsel to the shareholders of AMCO Internacional, in the sale to Brenntag AG, of 100% of AMCO Internacional, a specialty chemical distributor of aroma chemicals, essential oils and food ingredients.
  • Counsel to O. Smith in connection the asset and stock sale by A.O. Smith of its electric motor business to Regal Beloit.
  • Counsel to Apollo Management in the cross-border acquisition of Covalence Specialty Materials Corp., formerly the plastics and adhesives operation of Tyco International; including the asset acquisition of a maquiladora manufacturing facility located in Tijuana, B.C. and an equity interest in a Mexican subsidiary.
  • Counsel to Archroma Textiles México, S. de R.L. de C.V., in the refinancing of existing debt with Jefferies Finance and acquisition of additional lines of business throughout multiple jurisdictions.
  • Counsel to Bank of America, N.A., as agent in a credit agreement granted by a syndicate of banks, as lenders, arranged by Merrill Lynch, Pierce, Fenner& Smith, Incorporated, in favor of Werner Co., leader in the manufacturing and distribution of aluminum and fiberglass ladders for the refinancing of existing financial debt
  • Counsel to BBVA Bancomer Securities Inc., JP Morgan Securities LLC., Morgan Stanley & Co LLC and Santander Investment Securities Inc., in the issuance of US$750 million  aggregate principal amount of Mexichem’s 5.875%  Senior Unsecure Notes due 2044.
  • Counsel to Cerberus Capital Management in the acquisition of ABC Group Inc., one of the world’s leading full-service automotive suppliers of thermoplastic components and systems to original equipment manufacturers (OEM’s).
  • Counsel to Cerberus Capital Management on all Mexican laws aspects of the Chrysler acquisition and subsequent divestiture to Fiat spa.
  • Counsel to Data Device Corporation in the acquisition, through a special purpose vehicle, incorporated by Beta Transformer Technology Corporation, a subsidiary of Data Device Corporation, of all assets owned by Técnicas y Servicios Internacionales, S.A. de C.V., and US-Mex Manufacturing Corporation.
  • Counsel to Eton Park Capital in the US$434 million leveraged acquisition of Kimberly-Clark Mexico’s industrial paper division.
  • Counsel to Futurama Chemical Co., Ltd in the acquisition of Innovia’s Cellophane business and assets.
  • Counsel to GE Capital Corporation, as administrative agent, in connection with a senior secured revolving credit agreement in favor of International Automotive Components Group North America, Inc., as borrower.
  • Counsel to GE Canada Finance Holding Company, as lender and agent, under the certain senior first lien credit agreements in favor of Meridian Lightweight Technologies Inc., a leading supplier of innovative lightweight cast metal solutions for the transportation industry and Magnesium Products of America Inc., producer of magnesium alloy high-pressure die-cast components, as borrowers.
  • Counsel to GE Capital Corporation, as agent and lender, in a secured financing in favor of Pace Industries, LLC and Pace Industries, Inc., a company that provides quality die casting, manufacturing and engineering solutions worldwide.
  • Counsel to JPMorgan Chase Bank, N.A., as administrative agent, under a credit agreement in favor of Rea Magnet Wire Company, Inc., as borrower, leader in supplying magnet wire for manufacturers.
  • Counsel to Koch Companies Public Sector LLC, in the asset and stock sale of the Polyester Resin and Polyester Staple business of Invista S.a.r.l.in South Carolina (USA) and Queretaro (Mexico).
  • Counsel to One Equity Partners, the private global investment branch of J.P. Morgan Chase & Co., in the acquisition of PeroxyChem (formerly FMC Global Peroxygens) a division of FMC Corporation, specialized in hydrogen peroxide, in connection with its assets located in Mexico.
  • Counsel to Monroe Capital Partners Fund LP in a secured financing for the acquisition of HD Branch Acquisition, LLC, Vista Automotive Acquisition, LLC and a portion of equity interest in Manufacturera Mexicana de Partes de Automóviles S.A. de C.V., as well as for working capital needs.
  • Counsel to Morgan Stanley, Credit Suisse, Accival Banamex and HSBC Mexico, in the Alpek S.A.B. de C.V., IPO, a chemical manufacturing company, under rule 144A/Regulation S of the Securities Act 1933, which involved a simultaneous public offering of shares in Mexico through the Bolsa Mexicana de Valores, S.A.B. de C.V
  • Counsel to OneSteel in the acquisition of the Moly-Cop from Anglo American plc., through a competitive process.
  • Counsel to One Equity Partners in the acquisition of PeroxyChem leading global supplier of oxidative solutions based on hydrogen peroxide complemented by adjacent technologies to the electronics, energy, environmental, food safety, and other industrial markets.
  • Counsel to Nucor Corporation in the acquisition of industrial land in Monterrey, Nuevo León, Mexico for the establishment of an industrial plant.
  • Counsel to Nucor Corporation in the indirect purchase of a 50% interest in Steel Technologies, Inc. and consequently Nucor’s indirect acquisition of a 50% indirect interest in Steel Technologies subsidiaries worldwide, which includes the Mexican corporation named Steel Technologies de México, S.A. de C.V.
  • Counsel to Regal Beloit Corporation in acquisition of 100% of the shares of Tecnojar, S.A. de C.V. and Makel México, S.A. de C.V.
  • Counsel to Rhodia SA in the purchase of 100% of the capital stock of OneCarbon International B.V.’s Mexican subsidiary.
  • Counsel to SK Capital Partners in the acquisition of three specialty chemical divisions of Clariant AG.
  • Counsel to Société Générale, as agent, and a syndicate of banks, as lenders, under a Facilities Agreement granted in favor of CIE Automotive, S.A., for refinancing an existing financial debt under several credit agreements.
  • Counsel to Spirax-Sarco Engineering plc in the acquisition from its local partners of the remaining 51% equity in its Mexican operating company, Spirax-Sarco Mexicana S.A. de C.V.
  • Counsel to The Sterling Group in the acquisition of DuPont´s worldwide bag-in-box flexible packaging business operated by Liqui-box Corporation.
  • Counsel to Tupy S.A., in connection with the acquisition of Cifunsa Diesel, S.A. de C.V. and Technocast, S.A. de C.V., from Grupo Industrial Saltillo and Caterpillar, making Tupy the largest global manufacturer and distributor of iron heads and blocks for the production of gasoline engines in the automotive industry.

M edia

We have ample experience handling transactional work for domestic and international media companies, including television and radio broadcasters and print media companies.

Our work encompasses mergers and acquisitions, capital markets, financings and competition, as well as the handling of certain regulatory aspects.

Below is a list (which is organized in alphabetical order based on our client’s name) of selected matters which, is intended to give a brief indication of our experience in the aviation sector:

  • Counsel to Bank of America, N.A., as administrative agent, J.P. Morgan Securities LLC, and Merrill Lynch, Pierce Fenner & Smith in a revolving financing to Tenedora de Cines, S.A. de C.V., MCH Lux I and Carbondale, S.L., Sociedad Unipersonal (acting through its branch Carbondale, S.L. Co) as borrowers, guaranteed by its Mexican and off-shore subsidiaries located in Chile and Brazil. Tenedora de Cines (Cinepolis) is one of the 2 largest cinema companies in Mexico.
  • Counsel to Cablemás, S.A. de C.V., one of Mexico’s largest cable television operators,  in connection with the acquisition of several cable systems in Mexico, including the acquisition of United Mexico Comunicaciones, S.A. de C.V. and Megapo Comunicaciones de México, S.A. de C.V., which operate in Cuernavaca, Acapulco, Chilpancingo and neighboring cities.
  • Counsel to Cablemás, S.A.B. de C.V. in its two High Yield Offerings.
  • Counsel to Credit Suisse in a senior secured facility to 93.9 Holdings, Inc., a subsidiary of Grupo Radio Centro, for the acquisition of a radio station (93.9 FM) in Los Angeles, California and to repay certain of its existing consolidated indebtedness, as well as for other working capital needs.
  • Counsel to DLJ South American Partners LLC in the acquisition of an equity participation in the large publishing house Grupo Editorial Santillana.
  • Counsel Editorial Expansión, the publisher of several magazine titles in Mexico, including Expansión and Quién magazines, in an equity investment made by Canadian fund, CDP Media Mexico, Inc., a vehicle of Capital International CDPQ Inc.
  • Counsel to Grupo Medcom in connection with the setting-up and launching of its direct-to-home television business, which included negotiating an equity investment by SINCA Inbursa and a joint venture with Echostar Communications Corporation.
  • Counsel to Grupo Medcom in connection with the sale of what, at that time, was the largest open broadcast radio station operator in Mexico, to Grupo Radio Centro.
  • Counsel to Mandeville Partners in the acquisition of various cable companies in Mexico.
  • Counsel to Mandeville Partners in the merger with Cablemás a cable TV, internet and fixed telephony provider.
  • Counsel to com in the acquisition de VMK, S.A., a Chilean corporation and Inmobiliaria Web Chile, S. de R.L. de C.V., a Mexican company, and indirectly acquired 100% of the stock of Inmuebles Online, S.A.P.I. de C.V., a Mexican corporation, companies who operate “Portal Inmobiliario.com”, a Chilean real estate internet and classified advertising business and “Guiadinmuebles.com” a Mexican real estate internet and classified advertising business.
  • Counsel to Olmeca Cable Investments, Ltd., a special purpose vehicle of AIG-GE Capital Latin American Infrastructure Fund, American International Underwriters Overseas, Edison Capital International, MP Mexico and Progreso Cable Ventures, in an equity investment in Cablemás, S.A. de C.V.
  • Counsel to Onex Corporation and Oaktree Capital Management, LLC, in the acquisition of Grupo Cinemex, S.A. de C.V., one of Mexico’s largest movie theater operators.
  • Counsel to Sony Corporation and Bertelsmann AG, in connection with the pre-merger notification of their worldwide joint venture in the recorded music business.
  • Counsel to Southern Cross Group and Morgan Stanley in the acquisition of Multimedios Cinemas, S.A. de C.V., and affiliates
  • Counsel to Southern Cross Group and Morgan Stanley in the sale of Multimedios Cinemas, S.A. de C.V., and affiliates
  • Counsel to Southern Cross Group in the acquisition from Time Inc., of 100% interest of the group of companies comprising Grupo Expansión.
  • Counsel to Southern Cross Group, as controlling entity of Grupo Expansión, in the sale to MercadoLibre Mexican affiliates of 100% of the capital stock of Metros Cúbicos, S.A. de C.V., a Mexican company that operates a real estate internet and classified advertising business.
  • Counsel to Time Warner Inc. in connection with the pre-merger notification to the for its merger with America Online.
  • Counsel to a consortium, including Messrs. Adrian Sada and Clemente Serna in their bid to acquire the government owned Television Azteca (television network), the Television Channel 7 Network, Estudios America (film production studios), Compañía Operadora de Teatros (movie theater operator) and El Nacional newspaper from the Mexican government.

N ew Digital Economy

Simply put, to continue leading as a legal service provider we must play in the Blockchain and Peer-to-Peer tech space.

With the same foresight and conviction that we showed in the late 90s with the arrival of the Internet and the so-called “Dot-Com Boom”, we have actively sought to understand and participate in the New Digital Economy, and it is in this context and in keeping with our institutional embracing of innovation as a core value of our Firm that we launched the Cweb3 Initiative aimed at placing our Firm at the forefront of legal innovation as part of the transformational technological developments the world is rapidly undergoing, including the emergence and growth of digitalization, technologically disruptive businesses, artificial intelligence and e-business generally.

Through the Cweb3 Initiative, and by advising a host of technology-based companies, including software and hardware developers and digital platforms, as well as start-ups including many FinTech, HeatlthTech, EdTech and PropTech companies within our Creel, García-Cuéllar, Aiza y Enríquez Emprende platform, our Firm is able to advise clients in connection with all legal aspects and considerations, including regulatory, intellectual property, data privacy, taxation and transactional, arising in Mexico in connection with:

 

– Web 3.0 applications

– Blockchain

– Smart contracts

– Crypto

– NFTs

– Tokenization

– DAO

– Metaverse

– Artificial Intelligence

– Machine Learning

– Digitalization

P harmaceuticals

We have represented some of the largest and specialty companies in the pharmaceutical sector, providing counsel on a variety of matters, including mergers and acquisitions, competition, regulatory, real estate, environmental and labor matters.

Below is a list (which is organized in alphabetical order based on our client’s name) of selected matters which, is intended to give a brief indication of our experience in the pharmaceutical sector:

  • Counsel to Valeant Pharmaceutical International in the pre-merger notification to the FCC regarding the merger with Biovail Corporation.
  • Counsel to Berry Plastics Inc., a global leader in healthcare packaging that develops a variety of products for the medical and healthcare industries, in the acquisition of the healthcare containers and closures business from Rexam PLC for US$140 million.
  • Counsel to Bristol Myers Squibb in the sale of its Clairol division to Procter & Gamble.
  • Counsel to Bristol Myers Squibb in connection with its collaboration agreement with Reckitt Benckiser Group PLC for a number of market-leading over- the-counter consumer health care brands in Mexico.
  • Counsel to Bristol Myers Squibb in the demolition and dismantling of one of their industrial facilities in San Angel Mexico City.
  • Counsel to Bristol Myers Squibb in the sale and lease-back of their office headquarters located in San Angel in Mexico City.
  • Counsel to Bristol Myers Squibb in connection with its industrial facility in Tlalpan, Mexico City, in conducting regular audits of the site’s compliance with Mexican environmental laws, as part of its global corporate environmental compliance program.
  • Counsel to Bristol Myers Squibb in their day-to-day legal-environmental matters regarding various areas of their operations in Mexico, including advice to perform internal environmental audits at its current facilities, in the assignment of water concession titles and post-operation matters at its former facilities.
  • Counsel to Bristol Myers Squibb in their labor collective matters in connection with their industrial facility in Tlalpan, Mexico City and their employment day to day advice.
  • Counsel to Colgate Palmolive on the sale to Genomma Laboratories in Mexico, a direct subsidiary of Genomma Lab Internacional, of the Wildroot brand/line of business and Alert and Nórdiko brands/lines of business.
  • Counsel to Endo Pharmaceutical Inc., in the acquisition of 100% Grupo Farmacéutico Somar, a privately owned pharmaceutical company based in Mexico.
  • Counsel to Endo Pharmaceutical Inc., in the negotiation of several transition services agreements, sanitary registration assignments and other ancillary documents which impacted the relationship of 1414 employees, in connection with the acquisition of the group of companies comprising Grupo Farmacéutico Somar.
  • Counsel to the controlling shareholders of Farmacias Ahumada, S.A., in the US$637 million sale to Grupo Casa Saba, S.A.B. de C.V., of Farmacias Ahumada, S.A. and Farmacias Benavides, S.A.B. de C.V., two of the largest drug-store chains in Chile, México and Peru.
  • Counsel to Forest Finance B.V. as lender in connection with a secured financing to Moksha8 Farmacéutica, S. de R.L. de C.V.
  • Counsel to General Atlantic LLC in its equity investment in Invekra, SA.P.I. de C.V., parent company of Laboratorios Sanfer.
  • Counsel to Gedeon Richter in its acquisition of a majority stake in its marketing partner DNA Pharmaceuticals to establish its direct presence in Mexico.
  • Counsel to Invekra, S.A.P.I. de C.V., owner of Laboratorios Sanfer, one of the largest independent pharmaceutical companies in Mexico, operating in nine countries across Latin America, in the acquisition of Grupo IDISA, a manufacturer of a variety of veterinary drugs and vaccines.
  • Counsel to Novartis AG in the sale to Eli Lilly and Company of its animal health care business, for approximately US$5.4 billion.
  • Counsel to Panasonic Healthcare in the acquisition of the diabetes care business of German pharmaceuticals company Bayer, for approximately US$1.1 billion dollars.

P rivate Equity

Our Firm has a long-standing reputation for having the leading private equity practice in the country.  We advise our private equity clients on all aspects of their activities and operations, starting from fund formation, to structuring and making investments, to successfully exiting through the capital markets or strategic sales.

Over the last decade we have worked on substantially all of the CKD and FIBRA offerings in Mexico, and thereby taken a preeminent role in the emergence and development of the Mexican private equity fund community. Our unique value proposition and competitive advantage in private equity is built on the breadth of our M&A, capital markets, lending and tax practices.

Our clients include the full-specter of local and global funds, fund managers and limited partners, as well as local companies seeking to raise private equity financing.

Below is a list (which is organized in alphabetical order based on our client’s name) of selected matters which is intended to give a brief indication of our experience in the private equity sector:

  • Counsel to AMB Property Corporation in the buy-out of GAcción, S.A. de C.V.
  • Counsel to Apollo Management in all Mexican law aspects of its cross-border acquisition of Covalence Specialty Materials Corp., formerly the plastics and adhesives operation of Tyco International, including the asset acquisition of a maquiladora manufacturing facility located in Tijuana, B.C. and an equity interest in a Mexican subsidiary.
  • Counsel to Bain Capital LLC in the acquisition of Apple Leisure Group operations in Mexico.
  • Counsel to Bain Capital LLC in its acquisition of Sensata Technologies, Inc., formerly the sensors and controls business of Texas Instruments Inc., including the financing of such acquisition.
  • Counsel to Bankers Trust / DB Capital Partners in the divesture of its 10% participation in Jugos del Valle, S.A. de C.V.
  • Counsel to Black Creek in the negotiation and implementation of a private investment fund and related commitments for the development and operation of multifamily residential real estate assets in Mexico with funding from the Public Sector Pension Investment Board.
  • Counsel to BlackRock Infrastructure in the acquisition of 100% of the shares of Tradeco Infraestructura, company owner of a penitentiary center located in the city of Ramos Arizpe, Coahuila, Mexico.
  • Counsel to Cascade Investment LLC, the private investment arm of William Gates III, in the acquisition of the Four Seasons Resort Punta Mita and an adjacent 48-acre parcel of development land from Strategic Hotels & Resorts, Inc
  • Counsel to Cerberus Capital Management in the acquisition of ABC Group Inc., one of the world’s leading full-service automotive suppliers of thermoplastic components and systems.
  • Counsel to Cerberus Capital Management in the Chrysler acquisition and subsequent divestiture to Fiat spa.
  • Counsel to Cerberus Capital Management in the execution of definitive agreements with Avon Products Inc., to drive enhanced focus on Avon´s international markets and revitalize Avon´s North American business.
  • Counsel to Charlesbank Capital Partners in the acquisition of a controlling interest in Plaskolite Inc., including acquisition of 100% of the equity interests in Plaskolite, S. de R.L. de C.V., as a subsidiary of certain Plaskolite United States entities.
  • Counsel to Discovery Americas I in the joint venture with Televisa, Inbursa and TACA, to establish a “green-field” low-cost airline, which operates under the tradename Volaris.
  • Counsel to Discovery Americas I in its equity investment in Iké Asistencia, S.A. de C.V.
  • Counsel to DLJ South American Partners LLC in the acquisition of an equity participation in the large publishing house Grupo Editorial Santillana.
  • Counsel to Eton Park Capital in the leveraged acquisition of Kimberly-Clark Mexico’s industrial paper division.
  • Counsel to Eton Park Capital Management in the sale to Grupo Bio Pappel, S.A. de C.V., shareholder of Bio Pappel, S.A.B. de C.V., of 60% of its interest in Grupo Papelero Scribe.
  • Counsel to General Atlantic in its minority investment in Invekra, S.A. de C.V., the holding company of Laboratorios Sanfer.
  • Counsel to GE Capital in the sale of its equipment lending and leasing business in Mexico to Linzor Capital Partners, a leading private equity firm that focuses on Latin American middle market investmets
  • Counsel to Global Water Development Partners in a joint venture entered with Pemex that aims to invest in water treatment infrastructure projects
  • Counsel to GP Investments in the acquisition of Pride.
  • Counsel to GP Investments in the acquisition of Submarino.
  • Counsel to GP Investments in the acquisition of Lokau.
  • Counsel to shareholders of Infraestructura Institucional, in the sale of 100% of the equity interests in the two general partner entities in favor of BlackRock.
  • Counsel to Latinidea Mexico Venture Capital Fund II, L.P. and Latinidea Ventures, LLC in the equity investment in Tecno Idea, S.A.P.I. de C.V.
  • Counsel to Latinidea Mexico Venture Capital Fund II, L.P. and Latinidea Ventures, LLC in the equity investment in Screencast, S.A.P.I. de C.V.
  • Counsel to Macquarie in the creation of its real estate investment trust known as Macquarie REIT, the largest FIBRA IPO in Mexican history, and in the acquisition of its initial portfolio.
  • Counsel to Mexico Retail Properties in the sale to Fibra Uno of a portfolio comprising 49 retail properties, their corresponding management platform and other related assets.
  • Counsel to O’Connor North America in the establishment of a joint venture with Consorcio Ara, to develop commercial real estate project across Mexico.
  • Counsel to Paul Capital Management LLC in its equity investment in Metro Net, S.A.P.I. de C.V.
  • Counsel to Prudential Real Estate Investors in the creation of its FIBRA known as Terrafina.
  • Counsel to Southern Cross Group, in the acquisition of a 100% of Grupo Editorial Expansión, one of Mexico’s largest magazine publishers.
  • Counsel to Southern Cross and Morgan Stanley in the acquisition of Multimedios
    Cinemas, S.A. de C.V., and affiliates.
  • Counsel to Southern Cross and Morgan Stanley in the sale of Multimedios Cinemas, S.A. de C.V., and affiliates.
  • Counsel to Southern Cross Group, as controlling entity of Grupo Expansión, in the sale to MercadoLibre Mexican affiliates of 100% of the capital stock of Metros Cúbicos, S.A. de C.V., a Mexican company that operates a real estate internet and classified advertising business.
  • Counsel to Southern Cross Group in the acquisition of 67% of a company holding 99.99% of the capital stock of Even Telecom, S.A. de C.V., a Mexican company specialized in the construction of telecom infrastructure and leasing of telecom towers
  • Counsel to The Cadillac Fairview Corporation Limited in its acquisition of a 25% interest, in a real estate development joint venture with a consortium of Mexican investors, led by Grupo Sordo Madaleno, an internationally recognized architecture and real estate development firm.
  • Counsel to The O’Connor Group in the Peabody Group’s equity investment in certain high-end residential projects in Mexico City.
  • Counsel to True North Venture Partners L.P., a private equity fund focused in the alternative energy sector, in connection with its investment in Celsol, S.A. de C.V., providers of energy optimization solutions under the trademark Optima Energia, and the concurrent acquisition by True North of Sinca Inbursa’s participation in Celsol.
  • Counsel to UmbralCapital, S. de R.L. de C.V. and Discovery Americas I in an equity investment by Capital Group.
  • Counsel to Walton Street Capital in the leverage buy-out of Pulte Mexico one of the four largest housing developers in Mexico, and the subsequent divestiture.
  • Counsel to Walton Street Capital in the sale of its equity interest in housing developer, Altta Homes, S.A. de C.V.

R eal Estate

Our Firm has developed an unrivalled expertise and experience in the real estate sector, advising domestic and international real estate developers, leisure and hospitality companies, sector specific financial sponsors, commercial and investment banks, REITs and construction companies, on complex projects and transactions, including mergers and acquisitions, portfolio acquisitions, joint ventures, fund-formations, financings, public offerings and restructurings.

Over the years we have worked on some of the largest real estate transactions in Mexico, as well as “first of their kind” public offerings and fund structures within the real estate sector.  Our expertise encompasses projects within all asset classes, including commercial, retail and industrial real estate, as well as leisure and hospitality.

Below is a list (which is organized in alphabetical order based on our client’s name) of selected matters which is intended to give a brief indication of our experience in the real estate sector:

  • Counsel to Arco Areas Comerciales, S.A. de C.V., an affiliate of Grupo Coppel, in the acquisition from Kimco Realty Corporation of four retail and stabilized centers located in the northern states of Mexico.
  • Counsel to Arenas Encantadas, S.A. de C.V. in the design and implementation of a residential and tourism development in the coasts of Huatulco, Oaxaca, México.
  • Counsel to Best Buy Co., Inc. in the negotiation and implementation of long-term leases for its first two stores in Mexico.
  • Counsel to Black Creek Capital in the structuring and implementation of a real estate fund focused in residential properties in Mexico in which Black Creek will participate as manager and partner with Canada´s Public Sector Pension Investment Board.
  • Counsel to Cascade Investment LLC, the private investment arm of William Gates III, in the acquisition of the Four Seasons Resort Punta Mita and an adjacent 48-acre parcel of development land from Strategic Hotels & Resorts, Inc. for an undisclosed amount.
  • Counsel to Colgate Palmolive in different environmental, land use, zoning and entitlement aspects of the demolition of their industrial facilities and headquarters in Mexico City, in preparation for their upcoming transfer to the US Government for the re-development of the site as the new US Embassy in Mexico.
  • Counsel to Discovery Americas 1, LP in the formation of Umbral Capital and the development of housing projects throughout Mexico.
  • Counsel to Exclusive Resorts, LLC, a U.S. luxury residences destination company, in the financing for the acquisition of over 30 real properties in México, including Los Cabos and Puerto Vallarta.
  • Counsel to Granite Real Estate Investment Trust in the sale of nine industrial properties to a subsidiary of Magna International Inc.
  • Counsel to Grupo Coppel in the acquisition of a retail portfolio of 4 shopping centers.
  • Counsel to Grupo Inveravante in the review, structuring, negotiation and implementation, as applicable, of all real estate projects being considered by Grupo Inveravante and its affiliates throughout Mexico in the industrial, commercial and tourism sectors.
  • Counsel to Grupo Pegaso, S.A. de C.V. in the purchase of a real estate property located in Punta Mita, State of Nayarit, for the development of a luxury hotel and in the negotiation of the construction and operating agreements related thereto.
  • Counsel to Hoteles Gran Clase, S.A. de C.V., a Mexican entity formed by a group of Mexican real estate investors, in the design of a complex ownership structure for the further contracting of management services as well as the negotiation of franchise, management agreements in connection with the Intercontinental Hotel and two luxury restaurants in Santa Fe, a premier corporate, commercial and residential district located in Mexico City.
  • Counsel to Impulsora Mexicana de Desarrollos Inmobiliarios, a major Mexican real estate developer and its partners, in its on-going negotiations for the creation of a joint venture with Temasek Holdings, a major investment fund from Singapore, the purpose of which is to acquire land, develop infrastructure and urbanization thereon and commercialize developed real properties for residential and commercial purposes within the Mexican territory.
  • Counsel to Kerzner International in the acquisition of the luxury hotel, The One & Only Palmilla in Los Cabos, Mexico.
  • Counsel to Macquarie Mexican REIT in the acquisition of its initial portfolio in turn composed of two real estate portfolios with a total of 244 industrial properties located in 21 cities and 15 states within Mexico, financed through 4 different credit lines, provided by 3 different groups of creditors, as well as the global initial public offer of certificates known as CBFIs. The value of this transaction was approximately US$1.5 billion dollars, which represented the biggest real estate transaction in the history of Mexico until the date of its closing.
  • Counsel to Macquarie Mexican REIT in the simultaneous acquisition of City Shops del Valle, a 15,914 square meter retail center located in the Mexico City metropolitan area and financing as well as repayment of existing debt.
  • Counsel to Macquarie Mexican REIT in the acquisition of 50% interest in a portfolio of nine retail properties and additional land from Kimco Realty Corporation (Kimco) including the simultaneous joint venture formation, acquisition and financing, as well as repayment of existing debt.
  • Counsel to Macquarie México Real Estate Management / Macquarie Mexican REIT – FIBRA Macquarie México in the acquisition by FIBRAMQ of six real estate properties from a group of investors led by Grupo Inmobiliario Carr, S.A.P.I. de C.V. and Impulsora de Destinos Urbanos, S.A. de C.V.
  • Counsel to Macquarie Mexican REIT in the acquisition of an industrial property consisting in two industrial buildings with an area of 59,200 square meters from Ridge Property Trust II.
  • Counsel to Macquarie Mexican REIT in the acquisition of an eight-property industrial portfolio located in the state of Nuevo León, México with an area of 40,700 square meters from Corporativo Industrial Nexxus, S.A. de C.V., and Desarrollos Industriales Nexxus, S.A. de C.V.
  • Counsel to Macquarie Mexican REIT in the acquisition of 15 industrial properties from certain entities owned, directly or indirectly, by DCT Industrial Trust Inc.
  • Counsel to Macquarie Mexican REIT in the acquisition of a portfolio of 6 mixed used properties (retail and offices) located in Mexico City, the State of Guanajuato and the State of Mexico from Impulsora de Desarrollos Urbanos, S.A. de C.V., and its co-investors in each property.
  • Counsel to Mexico Retail Properties (MRP) in the sale of 49 retail properties, their corresponding management platform and other related assets, to Fibra Uno, as purchaser. This was the largest real estate transaction in the history of Mexico.
  • Counsel to Mexico Retail Properties (MRP) in documenting its joint venture vehicle with an investor group led by Mr. Moises Farca for the development of a mixed used real estate project in Mexico City which will include a shopping center, office buildings and hotel.
  • Counsel to MIRA Companies (an affiliate of Black Creek Capital) in certain real estate and condominium related aspects of its mixed use development known as “Nuevo Sur” in Monterrey, Nuevo León.
  • Counsel to MIRA Companies in the negotiation and execution of three option agreements currently in place with different parties in Mexico City, for the potential re-development of such properties into mixed use developments.
  • Counsel to MIRA companies in the sale of space to City Express for the construction of a City Express hotel.
  • Counsel to MIRA companies and Gran Ciudad in the acquisition from Grupo Jorisa of approximately 21,954 square meters of land in Mexico City and implementation of a co-development agreement between the purchasers for the development of residential and multifamily rental housing buildings.
  • Counsel to Nucor on the acquisition of industrial land in Monterrey, Nuevo León, Mexico for the establishment of an industrial plant.
  • Counsel to Paradise Hotels and Resorts in the operations and sale of the Las Ventanas del Paraiso hotel, located in Los Cabos.
  • Counsel to Planigrupo Walton CKD in the acquisition of a retail portfolio of 9 shopping centers from Kimco Realty and GE Real Estate, and follow-up acquisitions of a retail portfolio of additional 9 shopping centers and of an additional retail portfolio of 4 shopping centers.
  • Counsel to Prologis in the creation and initial public offering of FIBRA Prologis in the amount of US$620 million (the third largest FIBRA IPO to this date) which involved the roll-up of a real estate portfolio comprised of 177 Class A industrial properties and a revolving loan lead by Citigroup.
  • Counsel to Prudential Real Estate Investors Latin America (PREI) in the IPO and FIBRA formation known as Terrafina (the second largest IPO FIBRA until this date) in the amount of US$650 million that included the real estate roll-up of 132 developed properties and 14 land reserve parcels located in 16 states of Mexico and a revolving loan lead by Citigroup and a refinancing of assets granted by JP Morgan Chase.
  • Counsel to Prudential Real Estate Investors (PREI) in all legal aspects for the sale to Fibra Uno of 12 shopping centers and 9 expansion properties and the assignment in favor Fibra Uno of trust beneficiary rights corresponding to 12 shopping centers and the transfer of property rights corresponding to 9 raw land expansion properties.
  • Counsel to Prudential Real Estate Investors in the acquisition of the landmark office building known as “Centro Bancomer” in Coyoacan, Mexico, and its lease back to BBVA Bancomer.
  • Counsel to Terrafina REIT (Prudential Real Estate Investors) in the acquisition of a portfolio of 84 industrial properties, through one of the largest financing structures for the acquisition of real properties in the history of Mexico.
  • Counsel to Terrafina Fibra in the acquisition of an industrial portfolio of more than 100 properties from American Industries and Kimco.
  • Counsel to Walton Street Capital Mexico and Finsa Corporativo in the acquisition from Inmobiliaria Testarrosa, S.A. de C.V., of an industrial portfolio comprised by 10 industrial buildings with a total leasing area of approximately 2,360,000 square feet located in Santa Catarina, Nuevo León, México and the execution of a non-recourse secured credit facility provided by GE Real Estate México for the financing of the purchase price.
  • Counsel to The Cadillac Fairview Corporation Limited in its acquisition of a 25% interest, in a real estate development joint venture with a consortium of Mexican investors, led by Grupo Sordo Madaleno, an internationally recognized architecture and real estate development firm.

T elecommunications

Dating back to the landmark privatization of Telmex in 1990, where we advised France Cables et Radio (France Telecomm) as member of the winning consortium, our Firm has been at the forefront of the telecommunications industry, working on some of Mexico´s most complex and high-profile transactions and cases during that period.

Our activity in the sector includes transactional work, most notably mergers and acquisitions, lending and capital markets transactions, as well as advising prominent local and international telecommunications companies on competition and regulatory matters.

Below is a list (which is organized in alphabetical order based on our client’s name) of selected matters which, is intended to give a brief indication of our experience in the telecommunications sector:

  • Counsel to Gentex Corporation in connection with the pre-merger filing regarding the acquisition of the wireless vehicle/home communication business known as HomeLink®.
  • Counsel to AT&T in connection with the acquisition of Nextel Mexico, for approximately US$ 1.875 billion.
  • Counsel to AT&T in connection with the sale of its 8% equity interest in America Móvil, for approximately US$5.57 billion.
  • Counsel to AT&T in connection with the acquisition of DIRECTV, and its resulting indirect interest in Sky Mexico.
  • Counsel to Banamex as local collateral agent in the restructuring of Nextel´s debt with NII Holdings Inc., Motorola Credit Corporation and Wilmington Trust Company.
  • Counsel to Cablemás, S.A. de C.V., one of Mexico’s largest cable television operators,  in connection with the acquisition of several cable systems in Mexico, including the acquisition of United Mexico Comunicaciones, S.A. de C.V. and Megapo Comunicaciones de México, S.A. de C.V., which operate in Cuernavaca, Acapulco, Chilpancingo and neighboring cities.
  • Counsel to Cablemás, S.A. de C.V. in connection with the establishment of a joint venture with Axtel to develop the first of its kind “triple-play” platform in Mexico, designed to offer bundled video, Internet and television services.
  • Counsel to Cablemás in connection with its US$175 high-yield bond offering.
  • Counsel to Credit Suisse and the other underwriters in connection with the initial public offering of Axtel, S.A.B. de C.V.
  • Counsel to Credit Suisse and other initial purchasers in connection with multiple bond offerings and exchange offers by Axtel, S.A.B. de C.V.
  • Counsel to Echostar Communications in the attempted acquisition of Satelites Mexicanos (SatMex). The transaction did not close due to target´s failure to obtain requisite creditor approval through consent solicitations.
  • Counsel to Ericsson Finance as the largest creditor in the successful reorganization and rehabilitation out of bankruptcy of Miditel, a Mexican public telephony operator.
  • Counsel to France Cables et Radio (France Telecomm) in connection with the privatization of Teléfonos de México (Telmex).
  • Counsel to Grupo Medcom in connection with the setting-up and launching of its direct-to-home television business, which included negotiating an equity investment by SINCA Imbursa and a joint venture with Echostar Communications Corporation.
  • Counsel to Grupo Medcom in connection with the sale of what, at that time, was the largest open broadcast radio station operator in Mexico, to Grupo Radio Centro.
  • Counsel to MCI Communications Corporation in connection with creation of a joint venture company with Banacci, to obtain the first long-distance concession in Mexico since the privatization of Telmex.
  • Counsel to Microsoft Corporation in its joint venture with Teléfonos de México, S.A. de C.V., for the creation of the Spanish language portal T1msn.
  • Counsel to Morgan Stanley, as independent advisor to the Board of America Telecom, S.A. de C.V. (AMTEL), in connection with the merger of Amtel America Móvil, S.A.B. de C.V.
  • Counsel to Nokia in the acquisition of sole control over Alcatel-Lucent.
  • Counsel to PanAmSat (now Intelsat) in connection with the obtention of the first of its kind concession to operate and exploit their satellite fleet in Mexico, and the negotiation of contracts with Mexican companies and partners relating to the sale and provision of space segment and satellite capacity and other telecommunications services in Mexico.
  • Counsel to PanAmSat Corporation (now Intelsat) in its joint venture with a subsidiary of Grupo Pegaso, to provide satellite-based telecommunications services in Mexico using PanAmSat satellites, for an undisclosed amount.
  • Counsel to Qwest Communications Corporation (now Century Link) in connection with the acquisition of fiber from Bestel.
  • Counsel to Southern Cross Group in the acquisition of 67% of a SPV holding 99.99% of the stock in Even Telecom, S.A. de C.V., a Mexican company specialized in construction of telecom infrastructure and leasing of telecom towers.
  • Counsel to Sprint in connection with the acquisition and subsequent sale of its equity interest in Pegaso Telecomunicaciones, now Telefónica Moviles.
  • Counsel to a consortium of financial sponsors, including AIG-GE Capital Latin American Infrastructure Fund, American International Underwriters Overseas, Edison Capital International, MP Mexico and Progreso Cable Ventures, in connection with an equity investment in Cablemás, which is one of Mexico’s largest cable television operators, and the acquisition of several cable systems in Mexico, including the networks in Merida, Cancun, Cozumel, Playa del Carmen, Poza Rica and Campeche.
  • Counsel to a consortium, including Mrs. Adrian Sada and Clemente Serna in their bid to acquire the government owned Television Azteca (television network), the Television Channel 7 Network, Estudios America (film production studios), Compañía Operadora de Teatros (movie theater operator) and El Nacional newspaper from the Mexican government.
  • On the regulatory front, our clients include AT&T, Intelsat, Vodafone, Crown Castle International, Century Link and Hughes Network Services, whom we advise on a routine basis in connection with various Mexican regulatory matters, including licensing requirements and the legal framework applicable to the provision of telecommunications services, including value-added services.
  • Counsel to Vodafone in its acquisition and subsequent sale of a 34.5% equity interest in Grupo Iusacell, one of Mexico´s largest telecommunications companies, for approximately US$973 million.

T ransportation

Our Firm has developed profound expertise in the transportation industry, advising global and domestic companies operating in the airline, airport, railroad, maritime and trucking sectors, both in transactional work and regulatory.  More specifically, we have worked on privatizations, and multiple merger and acquisition transactions, capital markets and antitrust matters, representing a diverse group of clients, including operators and financial sponsors.

Below is a list (which is organized in alphabetical order based on our client’s name) of selected matters which, is intended to give a brief indication of our experience in the transportation sector:

  • Counsel to Acciones y Valores Banamex, S.A. de C.V., Casa de Bosla Integrante del Grupo Financiero Banamex and Citigroup Global Markets Inc., as underwriters, in the initial public offering of Grupo Aeroportuario del Centro Norte (OMA).
  • Counsel to Acciones y Valores Banamex, S.A. de C.V., Casa de Bolsa Integrante del Grupo Financiero Banamex and Credit Suisse, as underwriters, in the initial public offering of Grupo Aeroportuario del Pacífico (GAP)
  • Counsel to the shareholders of AutoExpress Frontera Norte, S.A. de C.V., in the sale of 60% of the shares representing the capital stock of AFN to Fondo de Transportes Mexico, S.A.P.I. de C.V.
  • Counsel to Central American Mezzanine Infrastructure Fund, L.P., in a mezzanine subordinated facility to Sistemas Integrales de Tránsito Urbano SITUSA, S.A. de C.V., for the construction, operation, exploitation and maintenance of 2 terminals, 29 stations, courtyards, workshops, to support the high-capacity, dedicated-lane, passenger bus route labeled Chimalhuacán – Nezahualcóyotol – Pantitlan Corridor in the State of Mexico, and ancillary services.
  • Counsel to Consorcio Aeromexico, S.A.B. de C.V. in the sale/privatization of Mexicana and Aeromexico airlines
  • Counsel to Contecon Manzanillo, S.A. de C.V., in a secured refinancing obtained for the construction and development of a seaport terminal in Manzanillo, Mexico.
  • Counsel to Credit Suisse LLC as lender, administrative agent, and collateral agent in the granting of two loans to Grupo Lipu and its subsidiaries for the acquisition of eight new transportation companies.
  • Counsel to DBS Bank Ltd in the financing for the acquisition of a vessel, known as “Aziz”, and the structuring of the Mexican collateral.
  • Counsel to Delta Air Lines in connection with certain joint cooperation agreement with Grupo Aeromexico regarding transborder flights, and the corresponding approval from the Federal Economic Competition Commission.
  • Counsel to Discovery Americas I in the joint venture with Televisa, Inbursa and TACA, to establish a “green-field” low-cost airline, which operates under the tradename.
  • Counsel to GE Capital Corporation in connection with a secured facility granted to Kansas City Southern de Mexico for the acquisition of 75 locomotives.
  • Counsel to GE Capital Corporation and TIP de Mexico, S. de R.L. de C.V., in the acquisition by Linzor Capital Partners, of 100% of TIP Mexico, Mexico’s leading equipment rental services franchise dedicated to the transportation industry, with the largest trailer fleet in the country.
  • Counsel to GE Capital Corporation in the sale of its equipment lending and leasing business in Mexico to Linzor Capital Partners.
  • Counsel to Grupo ADO, S.A. de C.V., one of Mexico’s largest bus transportation operators, in connection with the acquisition of a 49% interest in Inversiones y Técnicas Aeroportuarias, S.A. de C.V., (ITA), the strategic partner of Grupo Aeroportuario del Sureste, S.A.B. de C.V., (ASUR), which operates 9 airports in Mexico and the concurrent acquisition of a 12.58% interest in ASUR directly.
  • Counsel to Grupo ADO, S.A. de C.V., one of Mexico largest bus transportation operators in Mexico, in the sale of its messenger and courier service known as Multipack, to Federal Express (FedEX).
  • Counsel to HSH Nordbank AG Singapore Branch in the financing of 3 Marshall Island flag vessels and the structuring of the Mexican collateral.
  • Counsel to the Katz family in the acquisition of Transportes Aeromar, S.A. de C.V., (Aeromar) one of Mexico´s airlines which operates domestic and international flights.
  • Counsel to Logwin Logistics in the stock acquisition and restructuring of Birkart de México, S.A. de C.V.
  • Counsel to Maritime Finance Company Ltd. (MFC) (a KKR fund focusing on ship finance), in a loan to Blue Marine Technology Group and secured by a collateral package that included, among others, a ship mortgage over the “Blue Pioneer”, all movable property of the vessel owner, as well as the revenues from a services agreement entered into with Pemex.
  • Counsel to the consortium formed by Mitsui & Co., Ltd., Korea Gas Corporation and Samsung Corporation and their project company, Terminal KMS, in their winning bid for the contract awarded by the Mexican Federal Electricity Commission for the design, construction and operation of an LNG Storage Terminal to be located in Manzanillo, Colima, Mexico.
  • Counsel to United Overseas Bank Limited in the financing of the 3,468 ton vessel “Swiber Concorde” with Panamanian flag and the structuring of the Mexican collateral.
  • Counsel to US Airways Group in connection with the pre-merger filing regarding the strategic business combination with American Airlines.
  • Counsel to Volaris and its existing shareholders, Protego Air, Discovery Americas I and Taca-Avianca, in the sale of 50% equity stake in Volaris owned by Televisa and Inbursa, as a result of a competitive unsolicited offer delivered to the shareholders of Volaris by one of its competitors.
  • Counsel to Volaris in connection with the pre-merger notification regarding the indirect acquisition of a participation in its capital stock by Indigo Partners LLC.