Public Tenders and Procurement
- Assessed the consortium formed by Alstom Transport, S.A. and NGE Concessions, S.A.S. in its participation in the bidding process conducted by the Mexico City Metro for the award of a 19-year public-private partnership agreement to modernize, rehabilitate and maintain Line 1 of the system. This was a landmark transaction due to the importance of the line (40 trains and 20 stations through 16.5 kilometers to transport a total of 665,000 passengers per day). Approximated value: USD $2,500 million.
- Advised China Electric Power Equipment and Technology, Co., Ltd. (CET), a wholly-owned subsidiary of State Grid Corporation of China, in its participation in the public auction conducted by CFE Transmission, subsidiary of the Mexican Federal Electricity Commission (CFE), for the award of a services contract for the construction, operation and maintenance of a high voltage direct current (HVDC) transmission line (the first one in Mexico), with an approximate investment of USD 1.7 billion, which will transport clean energy in the states of Oaxaca, Morelos, Estado de México, Veracruz, Puebla and Mexico City in Mexico.
- Counseled CET in its participation in the auction conducted by the Mexican Ministry of Energy (SENER) for the award of a services contract for the construction, operation and maintenance of a HVDC transmission line, with an approximate investment of USD 1.1 billion, for the interconnection between the Interconnected National System (SIN) and the Baja California Electric System (BC).
- Successfully represented the Mexican subsidiary of Petroliam Nasional Berhad (Petronas), the Malaysian oil and gas company, in its participation in Rounds 2.4 and 3.1 conducted by the National Hydrocarbons Commission (CNH), where the company obtained six contractual areas (two individually and four in consortium with Repsol, Ophir, PTTEP and Sierra).
- Advised the Management and Transfer of Assets Service (SAE), decentralized agency of the Federal Government, in the privatization of nine sugar mills expropriated in 2001, which together account for 25% of sugar production nationwide.
- Represented Foster + Partners Limited, one of the most prestigious architectural firms in the World, in the bidding process of the New International Airport of Mexico City, the most important infrastructure project of the past federal administration, which intended to be the largest airport in Latin America.
Project Finance / Public-Private Partnerships
- Advised Siemens, S.A. de C.V. (Siemens) in relation with the supply to FSE Suministradora Fénix, S.A.P.I. de C.V. of three A-45 gas turbines with a value of USD $100'000,000 for the “Jorge Luque” project in the State of Mexico (increasing its electricity generation capacity to 100MW). The deal included reviewing and proposing legal alternatives to a complex PPA structure, where the Government of Mexico City had assumed the obligation to purchase electricity from Fenix, as third-party supplier appointed by Sistemas Eléctricos Metropolitanos, S.A.P.I. de C.V. under a concession certificate granted to carry out the final closure of the fourth stage of the Bordo Poniente sanitary landfill.
- On a regular basis, assess Siemens and General Electric Company (GE) in the development and finance of energy and infrastructure projects in Mexico (often forming strategic alliances with the national oil and electricity companies).
- Participated as Mexican counsel in the prepayment of a facility for the Tuxpan III & IV Project (a gas generation project originally financed in 2003), which involved the termination and cancellation of the various security interests created for the original financing.
- Advised Red de Carreteras de Occidente, S.A.B. de C.V. and its shareholder Goldman Sachs and Co. in the acquisition of two federal highways in Mexico. The transaction involved the renegotiation of the credit facilities and the negotiation of the amendments to the long-term services agreements.
Mergers & Acquisitions / Antitrust
- Advised Siemens Financial Services, Inc. in its USD $20'000,000 investment in Delaro, S.A.P.I. de C.V., company developing a wind farm with a capacity of 117 MW in the municipality of Reynosa, State of Tamaulipas, Mexico. Delaro is sponsored by Thermion Energy, a Capital Development Certificates Trust (CKD) that raised MXN $7,306 million in the Mexican Stock Exchange to develop a dozen of wind and solar power plants over the next five years.
- Advised AN Global IT, S.A.P.I. de C.V. (now Agile Thought, Inc.) international corporate restructure in preparation for its initial public offering (IPO) in NASDAQ, which is scheduled for the 2nd quarter of 2020. The restructure involved an USD $80 million credit facility from Monroe Capital Management Advisors, LLC and other lenders to finance the acquisition of 4th Source, Inc.
- Counseled BlackRock, Inc. in the acquisition of Infraestructura Institucional (I2), a leading independently managed firm that invests across a broad range of large infrastructure projects in Mexico. The transaction required several regulatory approvals, including antitrust clearance.
- Participated in the international team that counseled the Chinese manufacturer Qingdao Haier Co. Ltd. in USD 5.4 billion acquisition of GE’s Appliance Business. The transaction created a global leader in the appliance industry, and as such, it involved multijurisdictional antitrust clearance.
- Counseled Nestlé Mexico, S.A. de C.V. in the USD 80 million sale of its ice cream business in Mexico to Grupo Herdez, S.A.B. de C.V., a publicly traded company in the Mexican Stock Exchange and one of Mexico’s food manufacturing and distribution leaders.
- Advised Grupo Coppel, S.A. de C.V., a Mexican retail corporation that is also engaged in the provision of financial services throughout Mexico, in the USD 50 million acquisition of the conglomerate of companies related to the Viana brand, a local retailer in Mexico City and certain surrounding states.
- Represented Blockbuster, LLC, a wholly owned subsidiary of DISH Network Corporation, in connection with the sale of its subsidiary in Mexico, Blockbuster de México, S.A. de C.V., to certain affiliates of the Mexican conglomerate Grupo Salinas.
- Advised Pétroleos Mexicanos (PEMEX), the Mexican state-owned petroleum company, in connection with the sale of its ordinary shares of Repsol, S.A., one of the largest energy companies in Spain. This was a landmark transaction due to the size of the block sold (7.86 % of Repsol, S.A.).
- Advised The Boeing Company in its negotiations and execution with the Mexican Ministry of National Defense of the purchase and sale agreement of the new presidential aircraft.
- Represented Coca-Cola Femsa, S.A.B. de C.V. (KOF), the largest franchise bottler of Coca-Cola trademark beverages in the World, in its acquisition of the bottling divisions of Corporativo Grupo Tampico, S.A. de C.V. and Fomento Financiero Querétaro, S.A. de C.V.
- Represented Alloy Merchant Partners II, S.A. de C.V., SOFOM, E.N.R. (Alloy), a leading private equity fund investing in Mexico, in a lending transaction for MXN $360’000,000 to CAT60, S.A.P.I. de C.V. (Resuelve), the leading micro-credit restructuring company in Mexico. The transaction provided a credit structure divided in several tranches, which are subject to fulfilling certain metrics in the three countries where the company operates. The security package consisted in a source of payment and guaranty trust, particularly complex due to Resuelve’s business model, and non-possessory pledges over the business of Resuelve and its main subsidiaries. In parallel to the financing, Dila Capital, a leading Mexican venture capital fund, acquired equity of the Resuelve for MXN $93’000,000. More equity will be acquired if the company achieves its performance goals in Colombia and Spain.
- Counseled Cargill Financial Services International, Inc. in a USD $575 million lending transaction to Altos Hornos de México (AHMSA). The financing was structured as a USD $475 million loan and $100 million revolving credit facility. The purpose of the deal was for AHMSA's to comply its payment obligations derived from the successful conclusion of its bankruptcy proceeding (which ended in May 2016 after 17 years).
- Counseled Alloy's co-investment (with the private equity fund Gueca Capital, S.A.P.I. de C.V. and some high net-worth individuals) to acquire Operadora IPM, S.A.P.I. de C.V. and IPM Santa Fe, S.A.P.I. de C.V. (holding companies of 14 kindergartens and pre-schools in up-end neighborhoods in Mexico City). For Alloy, the deal was structured as a MXN $200’000,000 mix of equity and debt (guaranteed by a made-to-measure Security Package), while the broader structure included a complex shareholders’ agreement and the contribution of the target companies to a management and control trust.
- Represented Nomura Holdings, Inc. in a USD $40 million loan to Engenium Capital, financial company in the Mexican market that specializes in the leasing and business financing industry.
- Served as counsel to Alloy in a MXN $150'000,000 loan granted to Grupo Centra, leading company in the field of gas stations and adjacent self-service stores in the states of Sonora and Baja California, for the construction of new fuel stations, improvements to current self-service stores, and working capital for the business.
- Advised HSBC Securities (USA), HSBC France, and HSBC México in two cross-border facilities for EUR $30’000,000 and MXN $18’500,000 granted to TA 2000, S.A. de C.V. (TyASA) for the financing of the costs of supply of foreign engineering, equipment and services for the expansion of its steel plant in Veracruz, Mexico. The credit structure included a mortgage and a pledge without transfer of possession over the business. The deal included support from Bpifrance Assurance Export, the French government export credit agency.
- Also represented Alloy in a MXN $38’000,000 loan granted to Grupo Yadatex, S.A.P.I. de C.V. for the finance of working capital and refinance of existing debt. The loan represented one of Alloy's first transactions in Mexico.
- Represented the State of Nuevo León in its record-breaking public debt restructuring of USD 2.8 billion.
- Participated in the team that advised BlackRock, Inc. in the regulatory process required for the exchange of the then outstanding CPOs (cerficados de particpiación ordinaria) for Cebures (cerficados bursátiles) representing Naftrac, one of the most liquid ETFs in the Mexican securities’ market.
- Counseled the CFE, Mexico’s government electric utility, in the issuance of its debt certificates under its USD 7.692 billion program registered in Mexico and listed in the Mexican Stock Exchange.
Banking / Regulatory
- On a regular basis, assess Beazley, PLC and Tokio Marine, HCC assessing the legal risk and proposing exclusions and limitations of liability to their insurance policies.
- Assessed Lukoil Upstream Mexico, S. de R.L. de C.V. in structuring and negotiating the transfer of its participating interests in three exploration licenses in Mexico's shallow waters. Under the transaction, Lukoil gave Eni México, S. de R.L. de C.V. a 40% stake in the production-sharing contract (PSC) of Area 12, while acquiring a 20% stake in the PSCs of both Area 10 and Area 14. The purpose of the deal was to diversify exploration risks and increase mutual operational synergies. The agreement was subject to the approval of Mexico’s National Hydrocarbon Commission (CNH).
- On an on-going basis advised foreign financial institutions in Mexico, including Bank of America Corporation, Citigroup, Inc., Goldman Sachs Group, Inc., The Bank of New York Mellon Corporation, Deutsche Bank AG, Commerzbank AG, Société Générale, Crédit Agricole and BNP Paribas.
- Regular counsel to Kansas City Southern de México, S.A. de C.V., one of two largest railroad companies in Mexico, in obtaining permits and other authorizations from the federal and state governments.
Escuela Libre de Derecho, Diploma, Energy Law
Stanford Law School, Laws Master in Corporate Governance & Practice
Instituto Tecnológico Autónomo de México, JD, with honors
Institut d'Etudes Politiques de Paris (Sciences Po), Exchange student