Raúl Fernández-Briseño is a partner in the Corporate & Securities practice based in the firm's Mexico City office. He is a leading transactional and experienced M&A and finance lawyer with particular knowledge in infrastructure, telecommunications, private equity and restructuring sectors. He focuses on acquisitions, shareholders' arrangements, cross-border transactions and corporate disputes. In addition, he regularly handles complex structured financings and regulatory issues in several industries mainly in telecoms and transportation industries. His experience also covers equipment financing (such as shipping and aircraft) and real estate; regulatory issues in the telecommunications, satellite, maritime and railway industries; and project finance-related matters.
Raúl has developed a strong track record in M&A, financing and restructuring matters across a wide range of industries.
In 2016, Raúl was named by Expansión magazine as one of the "30 Promises for a Challenging Year," recognizing young professionals that give innovative solutions to daily challenges.
Prior to joining Mayer Brown, Raúl spent nearly 20 years at a prominent international law firm. He holds an LLM from McGill University in Montreal, Canada, and has been a commercial law professor at Instituto Tecnológico Autónomo de México for over a decade.
- Represented Banco Finterra, S.A., a Mexican bank focused in the agri-food and SME sector in the transfer to Promecap, a financial advisory fund formed by Mexican entrepreneur Fernando Chico Pardo, of an approximately US$10 million past due portfolio.
- Represented AN Global IT in the re-restructure of the group and its credit with Monroe Capital Management Advisors and other lenders. The credit was guaranteed by a guaranty trust, a stock pledge, a non-possessory pledge, and certain other guaranty documents.
- Represented BAS Projects Corporation, a Spanish developer and sponsor of renewable power generation projects, in the sale of a 75% interest in two operating photovoltaic generation plants located the state of Chihuahua, Mexico, with an aggregate capacity of 67MW to Mexico Infrastructure Partners, a Mexican investment fund that actively participates in the development and financing of energy and infrastructure projects. The deal involved stock purchase and the acquirer granting subordinated loans to the Projects' SPVs, from where funds were used to pay capital and interests on a previous loan granted by the BAS.
- Represented Banco Sabadell as administrative agent, security agent, arranger and lender and Scotiabank Mexico as lender, in a MXN$1 billion loan facility provided to Mexico Tower Partners, S.A.P.I. de C.V.
- Representation of Cointer Concesiones México S.A. de C.V. and Sociedad Michoacana de Constructores, S.A.P.I. de C.V. on the sale of their joint participation in the capital stock of Concesionaria de Autopistas de Michoacán S.A. de C.V. to Fibra Vía, an energy and infrastructure investment trust, controlled by Promotora y Operadora de Infraestructura, S.A.B de C.V.
- Represented a leading Mexican pharmaceutical company on a corporate restructuring involving an officer’s compensation and stock options.
- Represented Alloy in a mezzanine loan to Fidelity for USD$7 million. The financing was done through two credit agreements (one was convertible) and with a warrant to be granted in case of repayment of the convertible credit agreement, for up to 3.5% of equity of Fidelity. (Mexico)
- Represented Otay-Tijuana Venture, L.L.C. as borrower in the refinancing of a US$90 million syndicated loan agreement entered into with Banorte. Proceeds of the original loan were used to finance the construction of a pedestrian bridge connecting Tijuana International Airport with a terminal in San Diego, California, allowing passengers to cross between Mexico and the United States without having to use the current international border. The bridge was the first of its kind worldwide, connecting one of the busiest international borders in the world.
Most recent representative transactions (while at his previous employment) include:
- Scotiabank – Interceramic Refinancing, 2018: Represented The Bank of Nova Scotia, as lender, and lead arranger, in a USD$30 million loan facility granted to Internacional de Cerámica, S.A.B. de C.V. The proceeds of the loan were used for the refinancing of existing indebtedness and for general corporate purposes.
- ASA/Invex Sale of Mexicana Engines, 2018: Represented Aeropuertos y Servicios Auxiliares, a government-owned entity, and Banco Invex as trustee in Trust 2100, in the sale of several assets under trust formerly owned by Compañía Mexicana de Aviación (Mexicana), including three aircraft engines, to Royal Alpha Management LLC. Proceeds of the transaction will be distributed to the former workers of Mexicana.
- Represented Kandeo Fund, a private equity firm investing mainly in financial institutions that are not catered to efficiently or effectively by traditional financial institutions in Colombia, Mexico and Peru, in the acquisition of 40 percent of Exitus Capital.
- Advised Velsimex, an agro-chemical products manufacturer and distributor, and other individual shareholders in the buyout acquisition of 50 percent of its shares from DVA Agro GmbH. As part of the transaction, Velsimex will manufacture and supply certain products to DVA Agro GmbH during a five-year term. The transaction also included the structuring of intercompany payments to DVA Agro GmbH through a trust that will receive proceeds from Velsimex future collection rights.
- Represented Altán Redes, the first Mexican wholesale shared mobile network, in the negotiation and implementation of an industrial partnership agreement with both Axtel and Mega Cable (two of the most prominent Telecom companies in Latin America) for the design, installation, operation, maintenance and commercialization of a nationwide 700 MHz LTE wholesale shared network and for the exploitation of two optical fiber strands assigned by the Federal Power Commission (Comisión Federal de Electricidad).
- Represented Altán Redes, in negotiating each of the master tower lease agreements entered into by Altán, as lessee, and several Mexican tower companies (including American Towers, MTP, Centennial, and Uniti Towers) as lessors, pursuant to which Altán shall install telecommunications equipment in each tower.
- Represented Grupo AliadaMX, a Mexican startup with an innovative concept of social welfare, an online platform that allows single mothers to have a better life and better opportunities, while becoming independent entrepreneurs by providing cleaning services (the aliadas) through the platform, in the round of capital investment by PSM, a sustainable social investor, Fiinlab, an innovation laboratory of Gentera the purpose of which is to create new business models for financial inclusion, certain innovative individual investors, as well as private equity funds Dila Capital, Capital Invent, and Variv.
- Represented Banco Santander, HSBC Mexico and Bank of Nova Scotia as lead banks on US$326.5 million senior secured acquisition financing for Grupo Industrial Saltillo, as borrower. Grupo Industral Saltillo is a Mexican publicly traded company that designs, manufactures and markets various products for industrial and consumer sectors, including auto parts, flooring, water heaters and kitchenware. The financing consisted of a US$276.5 million term loan facility and a $50 million revolving credit facility. The proceeds of the term loan facility were used by GIS to finance its acquisition of the Infun Group (a Spanish manufacturer and distributor of automotive components), to pay certain related costs and to repay existing indebtedness. This deal was selected as one of the Latin America Deals of the Year 2018 since it represented "the most innovative and outstanding debt capital market deals on the continent,' according to Bonds & Loans.
- Acted as leading counsel of Altán Consortium, a 10-company consortium led by Morgan Stanley Infrastructure, the International Finance Corporation and Grupo Multitel, (a Madrid based telecommunications firm) in connection with its bid in Mexico's historic international public tender process for the development and deployment of a shared wholesale telecommunications' services network (Red Compartida). This project is considered to be the largest telecoms project within the Administration of President Peña Nieto and one of the largest telecom projects in the history of Mexico. This deal was selected as the Telecom Latin America Deals of the Year 2017 by IJGlobal.
- Represented Nacional Financiera, a Mexican governmental bank, in the US$10.5 million sale of several assets under trust formerly owned by Compañía Mexicana de Aviación, (Mexicana), currently under an insolvency proceeding, to Jetran LLC. After complex corporate and financial structuring, the nine Airbus A320 aircraft and 17 engines were sold through an additional trust created by several governmental entities in order to benefit the former workers of Mexicana.
- Represented MXT Capital Partners, a private local company specialized in providing lease space in sites for the installation of telecommunication antennas and other transmission equipment, in the first of a series of acquisitions of telecommunication towers portfolio located in Mexico.
- Represented BBVA Bancomer, as administrative agent, lead arranger, security agent and lender and Scotiabank Inverlat, as lender and lead arranger, in an MXN$900 million (US$50 million) syndicated loan facility granted to a business trust. The proceeds of the loan were used for the refinancing of the construction of the stadium of Monterrey FC soccer club in Mexico.
- Represented Aeropuertos Mexicanos del Pacífico (AMP), the controlling entity and strategic partner of Grupo Aeroportuario del Pacífico (GAP) in a dispute against Grupo México, before the Mexican Supreme Court regarding the validity of anti-takeover provisions contained in GAP's by-laws. GAP is a public company listed on both the Mexican and the New York Stock Exchanges that operates 12 airport concessions in Mexico. The Supreme Court decision confirming the validity of the by-laws is a historic decision by Mexico's judicial branch since it is the first time the Supreme Court reviewed a case regarding the application of the Stock Exchange Law (enacted in 2006).
- Represented Scotiabank Inverlat, as administrative agent, sole lead arranger, security agent and lender in a US$ 90 Million syndicated fixed asset loan facility granted to Ragasa Industrias and Ragasa Inmuebles, one of the leading producers of cooking oil and other related products in Mexico under the brand "Nutrioli" among others. The facility involves an initial disbursement of US$30 million, with the possibility to increase the facility for an additional amount of up to MXN$ 987 Million (US$60 Million). The proceeds of the loan will be used to build a new Refinery Plant and Mill, assets that have been granted as security for the loan.
- Represented GE Capital Aviation Services (GECAS) as existing owner participant and Aviation Capital Group Corp. (ACG) as new owner participant in connection with the transfer of rights over an Airbus A-320 aircraft currently under a trust and leased to Concesionaria Vuela Compañía de Aviación (d/b/a Volaris), a Mexican low-cost carrier. Our Mexico City office acted as transaction counsel in negotiating the assignment and amendment documents and in the registration process of the lease amendment documentation with the Mexican aeronautical authorities.
- Represented BlackRock Inc. in the acquisition of Infraestructura Institucional, (I Cuadrada), a Mexican leading independently managed firm in Mexico which invests across a broad range of infrastructure projects in Mexico. The transaction required certain regulatory and corporate approvals, including antitrust clearance.
- Represented The Bank of Nova Scotia (Scotiabank Inverlat) as administrative agent and lender in a MXN 800 million (US$60 million) syndicated facility granted to Centennial TWR México, and in a concurrent facility (through Colpatria) of US$8 million to Centennial Colombia. Both borrowers are private companies providing lease space in sites for the installation of telecom antennas and other transmission equipment. The borrowers' primary customers are the major telephone carriers. The proceeds of the loans were used to refinance existing debt, finance the acquisition of new sites and fund working capital.
- Represented Controladora Mexicana de Aeropuertos, (CMA) in the US$222 million acquisition from Desarrollo de Concesiones Aeroportuarias, S.L., a subsidiary of Spanish infrastructure conglomerate Abertis (Abertis), of its 33 percent in AMP, the controlling entity of Grupo Aeroportuario del Pacífico, (GAP). GAP is a public company listed on both the Mexican and New York Stock Exchanges that operates 12 airport concessions in Mexico. The transaction included the exercise of a right of first refusal by CMA. Previously, Raúl represented CMA in more than two years of corporate disputes with Aena Desarrollo Internacional, a Spanish government-owned airport operator (AENA) and Desarrollo de Concesiones Aeroportuarias.
- Represented Otay-Tijuana Venture, L.L.C. as borrower in a US$70 million syndicated loan agreement entered into with lenders Banco Invex, Institución de Banca Múltiple, Invex Grupo Financiero and Banco Nacional de Comercio Exterior. The purpose of this transaction was to finance the construction of a pedestrian bridge connecting Tijuana International Airport with a terminal in San Diego, California, allowing passengers to cross between Mexico and the United States without having to use the current international border. The bridge was the first of its kind worldwide, connecting one of the busiest international borders in the world.
- Represented Blockbuster L.L.C., a wholly-owned subsidiary of DISH Network Corporation, in the sale of its subsidiary, Blockbuster de México, to certain affiliates of Mexican conglomerate Grupo Salinas.
- Participated in the working group formed to analyze, review and propose amendments to the declarations made by the Mexican Government to the Cape Town Convention on Mobile Equipment.
- Represented Citigroup Global Markets and Credit Suisse Securities (USA) as global coordinators, joint book runners and initial purchasers, and Deutsche Bank Securities Inc. and Santander Investment Securities Inc. as joint book runners and initial purchasers, in connection with the issuance by Offshore Drilling Holding of US$950 million 8.375% senior secured notes due 2020. This deal was selected as "Mexico Infrastructure Deal of the Year" by Latin Finance.
- Represented Boeing on its negotiations with the Ministry of National Defense of the Mexican Federal Government, regarding the purchase and sale agreement for the new presidential aircraft.
- Represented Banco Nacional de México (Banamex) in a US$11.5 million reopening of a US$192 million facility granted to Mexican vehicles owned by Mexico Retail Properties I, used for the construction and operation of ten shopping centers throughout Mexico. Investment fund Mexico Retail Properties I is part of MRP Group and Black Creek Group. Later, Raúl represented Banamex in the transfer by the MRP Group of two large projects' portfolios to FibraUno.
McGill University, LLM
Instituto Tecnológico Autónomo de México, attorney at law
- Commercial Law (Derecho Mercantil) Professor at ITAM for over a decade