Romina Fernández is an associate in Mayer Brown’s Mexico City office. Romina focuses her practice mainly on mergers and acquisitions and financial operations, including corporate guarantees, project finance and asset based lending. Her practice includes advising important corporate lenders, financial institutions and debtors, either in international or national operations in the structure and negotiation of financing, bridge, structured or syndicated loans, restructure of operations and refinancing, inter creditor agreements and granting of guaranties. She is experienced in advising complex national and cross-border mergers and acquisitions, strategic acquisitions, corporate reorganizations, foreign investment and joint ventures schemes, dissolutions and liquidation processes, among other general corporate operations. She has also advised on matters related to obtaining resources through capital and debt, structuring and negotiation of projects under public-private partnership (PPP) schemes, matters of financial technology, banking regulation and antitrust practices. She has advised regulated and non-regulated financial entities on authorization procedures, certification process and operation, including assistance to comply with regulatory requirements for Fintech entities.
Romina received her JD from Universidad La Salle and master’s degree from Queen Mary University of London. She is fluent in English and Spanish (native).
Finance Experience/ APP
- PINFRA-AINDA. Represented PINFRA and the Sponsor Grupo Concesionario de México, S.A. de C.V. as shareholders of Concesionaria Monterrey Nuevo Laredo, a subsidiary of PINFRA, and with the concession granted in its favor for the construction of the Monterrey-Nuevo Laredo highway. The private equity fund AINDA Energía & Infraestructura was invited to make a contribution in the capital stock of Concesionaria Monterrey Nuevo Laredo and—finding the highway’s location on the border of the United States attractive—acquired a 20-percent stake. With this investment, the La Gloria-San Fernando section of the highway may be completed by mid-2020.
- Chrysler – Ducato. Represented Chrysler in the refinancing of F500 and Ducato credits, both granted by NAFIN and Bancomext in favor of Chrysler. Both structures were complex in order to release and re-incorporate guarantees for the new financing.
- Bancomext – Duraplay. Represented Bancomext in the negotiation of a structured loan for a project that involved a plan to produce resins and MDF in Chihuahua. The transaction was very complex and demanding and involved more than two years of negotiations.
- Banamex – Trust F/72230. Advised Banamex with regard to the financing granted by it and Banobras for the construction of the Mexico-Tuxpan toll road by means of Trust F/72230 (the Autopistas and Puentes del Golfo Centro Trust) and the concession granted by the Ministry of Transport and Communications. Also advised on the amendment agreements of the trust agreement, construction agreements and settlements, among others; assisted with public tenders; was on the technical committee of the trust agreement; and provided legal advice on the fulfillment of the obligations under the concession granted by the SCT and on other matters with the SCT.
- HSBC – Frederick Goldman, Inc. Acted as counsel for HSBC Bank USA in a loan and consignment agreement entered by HSBC as collateral agent and Frederick Goldman, Inc. as borrower. HSBC was advised to obtain security interest in the inventory and raw materials located in Merida. Advised on the floating lien pledge agreement over inventory, entered between HSBC Bank USA as ´pledgee and Frederick Goldman, Inc. as pledgor over certain inventory owned by the Frederick Goldman, Inc., located at the premises of Diamoro Mex, S.A. de C.V.
- Bank of America – Gill Industries, Inc. Acted as counsel for Bank of America on a loan and security agreement as lender and agent for all lenders. Gill Industries, Inc., among others, acted as borrowers. The borrowers were US corporations that operate in the automotive sector, and the bank obtained a security interest in the assets and equity of a Mexican subsidiary. This involved (i) a non-possessory pledge agreement executed by some of the Mexican subsidiaries or affiliates of Gill Industries, Inc., over certain assets; (ii) a factoring or credit rights assignment agreement executed by Gill Industries, Inc. and some of the Mexican companies that involves selling receivables to a US company; and (iii) a pledge agreement over equity interests issued by the Mexican companies.
- Twin Brook Capital Partners, LLC – Covercraft Industries, LLC. Advised Twin Brook Capital Partners, LLC on entering into a credit agreement and a guarantee and collateral agreement as agent, with Covercraft Industries, LLC as borrower. Covercraft is a US corporation that operates in the automotive sector. Twin Brook was advised to obtain a security interest in the assets and equity of a Mexican subsidiary on a floating lien pledge agreement over Covercraft Industries, LLC assets and a stock pledge agreement over certain shares owned by the latter issued by Auto Cubiertas de México, S.A. de C.V.
- Subsea 7 – L60-L67. Advised Subsea 7 with regard to a loan for US $74 million (credit line L-67) as well as with the bail granted by Subsea 7 and Blue Marin, which both assumed the obligation to guarantee that credit. Likewise, advised Subsea 7 with a loan for US $59 million (credit line L-60) as well as with the bail granted by Subsea 7 and Blue Marin, which assumed the obligation to guarantee that credit. Both credit agreements were amended several times. After that, Subsea 7 was advised to enter into a debt recognition agreement by which the total debt of credit lines L-60 and L-67 was recognized and agreed to be paid.
Mergers & Acquisitions / Antitrust
- American Tower Corporation – MATC Digital. Represented American Tower Corporation in a transaction in which its subsidiary MATC Digital acquired Ax3 883 telecommunications towers for a total price of US $254 million.
- Scoular Company – Nova Sonora. Represented Scoular Mexico to enter into a joint venture agreement with the special purpose vehicle Nova del Mar to become the exclusive international manufacturer and marketer of high-quality fish meal and oil made from pelagic fish sourced in the Sea of Cortez.
- Diesel Vallejo – Autocompactos Naucalpan. Advised on the merger of two Nissan companies in which Diesel Vallejo, S.A. de C.V. merged with Autocompactos Naucalpas.
- CTF COÖPERATIEF U.A. – AXENDE. Represented CTF in the pre-merger filling notice submitted to COFECE for the sale of the Rosewood San Miguel de Allende hotel, located in San Miguel de Allende, Guanajuato, Mexico, to Desarrollo Inmobiliario del Interior, S.A. of C.V. for approximately US $84 million.
Queen Mary, University of London, LLM, with distinction, in Commercial and Corporate Law
Dissertation: Fintech as a corporate choice for corporations, inspired by lending models and the UK/EU regulatory framework: challenges and risks. Abstract published at the e-journal of the Centre for Commercial Law Studies (CCLS) acting jointly with the firm Simmons & Simmons (2017).
Universidad La Salle, Bachelor of Law (JD equivalent)
- Member of the International Bar Association since 2016
- Member of the Ilustre Nacional Colegio de Abogados in México since 2018
- President of the Fintech Commission of the Ilustre Nacional Colegio de Abogados in México, 2018 to 2020