Legal 500 2021
"Ariel Ramos years of experience help us to have clarity and understanding of the changes that have taken place in the energy laws and that facilitates our decision making. He is specialized in energy matters and have helped us to analyze and implement various projects and business models to the regulations in Mexico"
"Ariel Ramos is outstanding. His relationship with and knowledge of our company's business makes his contribution to our business strategy noteworthy from a legal point of view".
Ariel Ramos is a partner in Mayer Brown's Banking & Finance Team based in the firm’s Mexico City office. For almost 30 years, Ariel has provided advice to financial institutions in all different type of financing transactions including Project Bonds, Corporate Bonds, Structure Finance, Commercial Lending and Chain Supply Finance. Among his finance representative clients includes investment banks, commercial banks, multilaterals, among others.
Also he has been active in the Energy and Infrastructure sectors and has represented Lenders in the financing and refinancing of hospitality and real estate developments advising clients in Mexico and Latin America including international sponsors and developers, service companies, financial institutions, investment bankers and private equity funds, construction companies and governmental entities. He assists clients in the structuring, negotiations and implementation of projects, risk assessment, regulatory advice, and project contracts including, power purchase agreements (PPA), long-term service contracts (CPS), public-private partnerships (PPP), public financed works (OPF), engineering, procurement and construction contracts (EPC), operation and maintenance contracts (O&M), and fuel and gas supply and transportation agreements. He has advised on design and implementation of structures for the development and financing of infrastructure projects, including preparation of financing and security agreements; performed analysis of permits and governmental authorizations required for the development of projects and real estate transactions and on the preparation of bid proposals and the bid process.
Ariel has been ranked as top lawyer in Energy, Infrastructure, Projects, Project Finance, Natural Resources and Government Procurement by international publications including in Chambers Latin America: Energy & Natural Resources and Chambers Global.
Banking & Finance
- Represented Sumitomo Mitsui Banking Corporation (SMBC) in a USD$350M Senior Unsecured Revolving Credit Agreement for Comisión Federal de Electricidad.
- Representation of Banco Santander, S.A. in a complex cross-border receivables financing program for a combined amount of MXN$1,100 million, granted to a major Mexican telecommunications company.
- Represented HSBC, as lender, in a secured facility with Granite Chief-Jalu, S.A.P.I. de C.V. (Terra) The proceeds were used to acquire solar panels in order to develop Terra’s green energy business. The facility was secured by (i) an irrevocable administration, source of payment and guaranty trust containing the borrower´s collection and credit rights, (ii) a pledge over the solar panels acquired by the borrower, and (iii) a corporate guaranty granted by Terra’s holding in the US. The borrower informed us that this project is the first bank led financing of distributed power generation in Mexico.
- Represented Jefferies Group LLC, BCP Securities, LLC and Credit Suisse Securities (USA) LLC as initial purchasers in a $500 million issuance by Mexico Remittances Funding Fiduciary Estate of Series 2021-1 fixed rate notes secured by a remittances from Nueva Elektra del Milenio, S.A. de C.V.’s money transfer business and guaranteed by Grupo Elektra, S.A.B. de C.V., a major retail and financial services Mexican conglomerate.
- Representation of Alloy in a MXN$240 million loan to search fund Kala Capital, LLC for the acquisition of a technology services company with operations in Mexico and Brazil.
- Represented Greensill Capital UK Limited in the structuring of a payment vehicle and guarantees, for a Factoring Agreement for up to USD $50 million, for the purchase of receivables originated by a major Mexican telecommunication company.
- Represented Coöperatieve Rabobank U.A., New York Branch, in the structuring of the security package, to secure payments of the borrower under a USD$260 million revolving Loan Agreement.
- Represented the borrower (a railroad and hydrocarbons storage terminal) in a syndicated loan facility structured by Citibanamex, for the refinancing of different revolving, bridge and long-term facilities.
- Representation of Alloy in a MXN$240 million loan to search fund Kala Capital, LLC for the acquisition of a technology services company with operations in Mexico and Brazil.
- Represented Citibanamex, as lender and security agent, of the third reserved based lending (RBL) in Mexico for USD 250 million granted to Petrobal for its oil exploration and extraction activities in the Gulf of Mexico.
- Representation of the lenders in a project finance transaction for the development of a PV project located in Aguascalientes, Mexico. The project is sponsored by Canadian Solar, KEPCO and Sprott.
- Project Finance of a 95MWac photovoltaic power generation project located in Aguscalientes, Mexico.
- Advised Coface Finanz GmbH, as purchaser Factor, in a USD$3.3 million Receivables Factoring and Agreement and the structuring of the security package, for the purchase of receivables originated by an international plastic packaging company under Mexican laws.
- A three-office, two-practice Mayer Brown team represented Industrias Peñoles, S.A.B. de C.V., a Mexican mining conglomerate, in connection with a US$300 million syndicated credit facility provided by Bank of America and Scotiabank Inverlat.
- Represented Alloy Merchant Finance in the loan granted to Yadatex for the finance of working capital and refinance of existing debt. The credit structure included a guarantee trust, a shares pledge, a pledge without transfer of possession over the business, and a pledge without transfer of possession over beneficiary rights. The loan represented one of the first transactions in Mexico of Alloy Merchant Finance, a cross-border finance company created to meet the growth capital needs of middle market and small companies in Mexico and the United States.
- Counsel to Alloy in the loan granted to Grupo Centra for the construction of new fuel stations, improvements to current self-service stores, and working capital for the business. The credit structure included a guarantee trust, a shares pledge, and a pledge without transfer of possession over the business. Grupo Centra is a leading company in the field of gas stations and adjacent self-service stores in the states of Sonora and Baja California in Mexico.
- Represented 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.
- Represented Alloy in a mezzanine unsecured loan to AlphaCredit for USD$5 million.
- Represented HSBC, as Mexican legal counsel, in an asset-based credit facility for IEWC and several of its subsidiaries (IEWC Mexico) for up to $75 million USD.
- CFE (Federal Electricity Commission). Advisor to CFE on LNG matters related to LNG supply agreements for Manzanillo from Peru by Repsol and Altamira by Royal Dutch Shell.
- Shell. Advisor to Shell México, S.A. de C.V. with respect to regulatory and antitrust matters related to commercialization of the LNG from the LNG plant by Energía Costa Azul, a subsidiary of Sempra Energy located in Ensenada, Baja California, Mexico.
- TEPCO. Advisor to Tokyo Electric Co. in the due diligence and risk assessment of their potential investment in the Tijuana Regional Energy Center (TREC) to be constructed by Marathon Oil Company which included a LNG plant and maritime terminal to be located near Ensenada, Baja California, Mexico.
- Chubu. Advisor to Chubu Electric Power Co. on regulatory issues and due diligence with respect to potential long-term contracts with a potential LNG project to be located near the coast of Ensenada, Baja California, Mexico.
- British Petroleum. Special counsel to British Petroleum with respect to the risk analysis and due diligence in connection with permits, governmental authorizations, real estate and rights of way for the ECA LNG Plant.
- Advisor to JBIC with respect to the analysis and risk assessment of the Power Reform in Mexico (including CFE and the new Whole Sale Market).
Power - Thermopower Projects
- Special advisor to AES Mexico in the risk analysis and the preparation of the bid proposal for the Escobedo IPP bid by CFE for a 800MW thermo power plant.
- GDF Legal counsel to GDF Suez in a project to build and operate a Power Production Facility located in the state of Nuevo León, México to supply 110MW to industrial off-takers.
- Baja III. Representation of a consortium led by Mitsubishi 6 Corporation and analysis of the PPA by CFE and elaboration of risk analysis and clarifications for the bid process of the Baja III IPP.
- Norte II. Representation of a consortium comprised by Mizuho Corporate Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and the Japan Bank of International Cooperation in the public bid for a potential $375 million financing for the creation of a project company by Mitsubishi Corporation and Kyushu Electric Power Co., Inc., as Sponsors, to undertake the construction, ownership and operation of a combined cycle gas turbine power plant and related facilities at El Encino, southwest of Chihuahua City in Mexico. Such project represented an overall investment of approximately $535 million, where the sponsors’ equity contributions would have amounted $160 million.
- Transalta Mexican IPP Projects Acquisition. Mexican legal advisor to Calyon, West LB and the Export Development Corporation for the financing for the prepayment and purchase of the Campeche and Chihuahua IPP projects by Intergen B.V. for an amount of approximately $340 million Dollars.
- GMR Acquisition of Intergen. Mexican advisor to GMR Infrastructure Ltd. in the due diligence for the purchase of the Intergen B.V. portfolio which included the la Rosita and Bajío IPP and self-supply power projects.
- Gas Natural Acquisition of EDF Mexican Projects. Advisor to the Lenders on the payoff for the purchase of the EDF Portfolio in Mexico (including the IPP’s Rio Bravo, Saltillo, Rio Bravo III, Rio Bravo IV and Altamira) to Gal Natural (LatinLawyer’s Deal of the Year M&A 2008).
- Valladolid III. Counsel to Mizuho Bank and JBIC in connection with the construction and financing of a gas fired combined-cycle plant (IPP) with a combined capacity of 525 MW.
- Rio Bravo III & IV. Counsel to the IFC and SocGen for the financing of Rio Bravo III & IV projects for the construction, operation and maintenance of two 495 MW gas-fired combined cycle power plants sponsored by EDFI for a combined amount of $900 million Dollars.
- Tuxpan III & IV. Counsel to Deutsche Bank, Bank of Tokyo Mitsubishi and JBIC in the financing of the Tuxpan III & IV project for the construction, operation and maintenance of 900 MW gas-fired combined cycle power plants sponsored by Union Fenosa for an amount of $600 million Dollars.
- Altamira II. Counsel to JBIC for the financing of the Altamira II project for the construction, operation and 7 maintenance of 495 MW gas-fired combined cycle power plants sponsored by EDFI and Mitsubishi for an amount of $450 million Dollars (named Latin American Power Project 2002 by Project Finance magazine).
- Tuxpan II. Counsel to JBIC for the financing of the Tuxpan II project for the construction, operation and maintenance of 495 MW gas-fired combined cycle power plants sponsored by Mitsubishi for an amount of $400 million Dollars.
- Peñoles (TEG II) Self Supply Project. Counsel to Inter- American Development Bank in connection with the financing of the construction, operation and maintenance of the TEGII 200 MW petroleum coke-fired self-supply power plant sponsored by Alstom & Sithe Power for US$450 million.
- Rio Bravo II and Saltillo. Counsel to IFC for the financing of Rio Bravo II and Saltillo, projects for the construction, operation and maintenance of 495 MW gas-fired combined cycle power plants sponsored by EDFI for a combined amount of $600 million Dollars.
- Cemex (Tamuin) Self Supply Project. Counsel to Inter- American Development Bank and COFACE in connection with the financing of the construction, operation and maintenance of the Termoeléctrica del Golfo 230 MW petroleum coke-fired self-supply power plant sponsored by Alstom & Sithe Power for US$500 million (named Latin American Power Project 2000 by Project Finance magazine).
- Merida III. Counsel to the JBIC and IFC on the financing of Mérida III, a project for the construction, operation and maintenance of a 484 MW gas-fired combined cycle power plant, which constitutes the first Independent Power Producer (IPP) project in Mexico sponsored by a conglomerate leaded by AES for an amount of $450 million Dollars (First IPP in Mexico).
Power - Renewable Energy
- Representation of Siemens Financial Services, Inc. in connection with the acquisition from Thermion S. de R.L. de C.V. of a 30-40% equity interest in Delaro, S. de R.L. de C.V. a special purpose entity, organized under Mexican law, formed for the purpose of carrying out the design, construction and operation of an approximately 117MW wind farm located in Reynosa, Tamaulipas.
- OCI Solar – Los Santos II. Advisor to OCI Solar in the investment in Los Santos II and its participation in the first power auction by CENACE for the supply of power to CFE as supplier to the basic market.
- OCI Solar – Los Santos Project. Legal counsel to OCI Solar in the acquisition of a solar project in Mexico with a capacity of 30MW from Buenavista Renewables and to be financed by a bank syndicate led by OPIC and NADBank.
- Los Santos Solar Park Project. Represented NADB and OPIC, as lenders, in the financing of the Los Santos Solar Park project. The project consists of design, construction and operation of a 20-MWAC photovoltaic solar park located in the municipality Ahumada, Chihuahua. This was the first-ever self-supply solar project in Mexico to reach financial close and is the second-largest in the country after the 39-MW solar farm in La Paz in the State of Baja California. Our firm also worked on a subsequent restructuring of this financing.
- Counsel to BAS Projects Corporation, a Spanish developer, in the sale of a 75% interest in a 64MW solar power project in Chihuahua.
- X-Elio – Guanajuato, Chihuahua and Sonora. Represented X-Elio, as sponsor, in a +$175 million (cumulative) financing packages for the construction and maintenance of three photovoltaic solar plants, which was awarded a PPA under the new power auctions.
- Sonnedix. Advisor to Sonnedix on the due diligence and risk assessments related to the potential purchase of solar projects in Sonora and Jalisco.
- Renovalia Energy - Piedra Larga Wind Farm. Lead 8 counsel to the Lenders led by Nacional Financiera (NAFIN) in the financing of approx. US $180 million dollar financing for the development of the wind power project located in Juchitan, Oaxaca, Mexico of 90 MW developed by DEMEX, a subsidiary of Renovalia Energy International, S.L.
Infrastructure Private-Public Partnerships
- 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 Pinfra (Promotora y Operadora de Infraestructura, S.A.B. de C.V.) and Grupo Concesionario de México, S.A. de C.V. on the 20% sale of their joint participation in the capital stock of the Concesionaria Monterrey Nuevo Laredo, S.A. de C.V. in favor of the private equity fund of AINDA Energía & Infraestructura, S.A.P.I. de C.V.
- Tuxpan-Tampico PPP Highway Non-solicited Proposal. Advised and assist an Engineering Company in connection to the preparation of the first Non-solicited Proposal (Propuesta No Solicitada) to the Ministry of Communication and Transportation under the Mexican Public-Private Partnership Law and Regulation for the construction, operation and maintenance (under a public-private partnership scheme) of a highway of 150 kilometers connecting the cities Tuxpan –Tampico for the amount of approximately US$160 million.
- Macquarie Durango Highway. Advisor to Banco Nacional de México, S.A., Integrante del Grupo Financiero Banamex and HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC, the former as agent, and both as lenders, in a MXN$1.09 thousand million pesos (approximately US$89 million dollars at the time) secured term loan facility for Desarrollos Carreteros del Estado de Durango, S.A. de C.V., a company owning 10 motorways under PPP schemes in the State of Durango, Mexico, acquired simultaneously to the closing of the credit by two Mexican subsidiaries of Macquarie Group, representing Macquarie Group’s (one of the largest infrastructure funds in the world) first acquisition of infrastructure assets in Mexico, in connection with its Mexico Fund which it raised at the beginning of 2010 through structured equity securities (CKDs).
- Ministry of Finance and Public Credit – PPP Regulation. Advisor to Mexican Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público) in the review and improvement of the existing regulatory and legal framework applicable to IPP in Mexico, including through the utilization of existing mechanisms such as PIDIREGAS, CPC, OPF and concessions, among others. The advice included the determination of the more appropriate scheme to be implemented depending on the type of project, as well as establishing a program for the legal, administrative and financial qualification of public officers who will be in charge of implementing these projects.
- Querétaro - Irapuato. Advisor to ICA in connection with the concession for the Queretaro–Irapuato toll road in the state of Querétaro, Mexico granted by the SCT, and acted as counsel for ICA in the financing granted by Banco Santander, in order to carry out the PPS project for the construction and renovation of 10 the Queretaro–Irapuato toll road in the State of Querétaro, Mexico for an amount of approximately MXN$450 million.
- Irapuato - La Piedad. Advisor to ICA in connection with the concession granted by the SCT for the construction and renovation of the toll road Irapuato–La Piedad in the State of Querétaro, Mexico. In addition, we acted as counsel for ICA in the MXN$580 million financing granted by Banco Santander for the PPS of such toll road (named Latin American PPP Project of the year for 2006 by Project Finance magazine).
- Ministry of Health – Hospitals (2006-2009). Advisor to the Ministry of Health in connection with the structuring, budgetary approvals and public bid for the construction, operation and maintenance of the specialized hospitals “Ixtapaluca” and “Cd. Victoria” located in the State of Mexico and Tamaulipas respectively.
Infrastructure - Tollroads
- Adviser to Goldman Sachs and ICA as sponsors in the bidding process, proposal, award and financing of a 30-year concession to operate and maintain over 550 km of toll roads in the States of Michoacán, Jalisco, Guanajuato and Aguascalientes for MXN$44 billion (approximately US$4 billion in 2007) from the SCT and the Mexican Toll Road Bailout Fund (FARAC). This was the largest infrastructure financing in Mexican history (named Latin American Power Project 2007 by different organizations including Project Finance Magazine). Currently, we assist the sponsors in the day-to-day matters related to this project.
Infrastructure - Water
- Zapotillo. Advisor to a consortium led by Samsung for the preparation of the bid proposal for the Zapotillo water treatment plant by CONAGUA.
- Atotonilco. Advisor to Banco Nacional de México in the preparation, discussion and negotiations with Banco Nacional de Obras y Servicios Públicos for the partial assignment of credit rights for the financing in the amount of MXN$717 million (approximately US$59 million) to Aguas Tratadas del Valle de México for the development of the PTAR Atotonilco documents executed including the assignment agreement and additional documents related to the financing.
- El Ahogado. Advisor to POSCO Inc. in the analysis and preparation of a proposal for “El Ahogado” water treatment facility to be located in the State of Jalisco for an amount of approximately US$120 million.
Oil & Gas Upstream
- Round One. Advisor to International Oil Companies (including Noble Energy and Petronas) and Mexican Oil Companies (including Ranman Energy and Geo Estratos) in the registration and preparation of proposals for the Round 1 bids and the risk analysis of the E&P contracts in bids 1.1, 1.2, 1.3 and 1.4.
- Production Based Lending. Advisor to Citibak-Banamex and BBVA Bancomer on the structuring and implementation of ‘production based lending’ to finance upstream activities in Mexico resulting from Round 1 or migration of E&P Service Contracts with Pemex.
- Migration. Advisor to Oil & Gas Service Companies (including Baker Hughes, Petrofac and Kimmeridge Energy-Lucoil) with respect to the migration of E&P Service Contracts with Pemex into Production Sharing Contracts with CNH.
- New Financial Structures with Pemex. Advisor to Oil Service Companies (including Cotemar and Baker Hughes) and financial institutions (including Goldman Sachs, Natixis and Credit Agricole) with respect to the development of potential alliances and new financial structures to provide works, equipment and services to Pemex.
- Financing of works and services under CIEPS. Advisor to Scotiabank and Bancomext in the financing of E&P activities by Iberoamericana de Hidrocarburos (IHSA) for the amount of approximately US$800 million.
- Citibank-Diavaz. Advisor to Citibank in the risk analysis of an incentivized contract between Pemex and Grupo Diavaz for a potential financing.
- Pemex Bids for Upstream Activities. Advisor to C&J Energy Services (affiliate to Nabors Industries) with respect to a joint venture with Perforadora Mexico and their participation in the bid for works related to drilling and completion works for Pemex E&P in mature fields located in Northern Mexico.
- Pemex Exploracion y Produccion (PEP) Incentivized Contracts. Counsel to and International Oil Company in the first bid packages by Pemex E&P under the 2008 regime for the exploration and production of mature wells in the Southern cost of the Gulf of Mexico.
- Royal Dutch Shell. Special counsel to Shell Mexico in the analysis of the reform of 2008 and the E&P Service Contracts (CIEPS) proposed by Pemex.
- Exxon Mobil E&P. Counsel to Exxon Mobil E&P with respect to the structuring of a potential joint venture with Pemex E&P for the joint development of deepwater E&P activities.
- Advisor to Constructora Norberto on the EPC contract with TAG Pipelines and GDF Suez for the construction of the 300 km tranche of the Los Ramones pipeline system.
- Los Ramones. Counsel to the Lenders led by Banco Santander in the potential 30 billion pesos financing for the construction of the Los Ramones 850 km gas pipeline by TAG pipelines an affiliate of Pemex Gas y Petroquímica.
- Rio Bravo III & IV Gas Pipeline. Representation of the legal advice in the financing for the construction and the operation of the gas pipeline for self-use to import and supply fuel to the IPP projects Rio Bravo III & IV sponsored by EDF. The above included (a) negotiations on the corresponding gas supply agreements with the IPP producers, (b) analysis of permits and governmental authorizations, including the self-use permit by CRE and the environmental impact permit by SEMARNAT and local authorities, and (c) the corresponding rights of way of the pipeline.
- Tuxpan III&IV and Altamira II FSA. Advisor to the lenders in the negotiations with Pemex Gas (PGPB) on the clarifications for the first fuel supply agreements between PGPB and IPP projects in Mexico under the PGPB transitory regime of natural gas.
- San Fernando Pipeline. Pipeline Finance Deal of the Year. Advisor to the US Exim Bank and Citibank in the financing of the construction, operation and maintenance of the San Fernando gas pipeline sponsored by a joint venture between El Paso Natural Gas and Pemex Gas y Petroquímica Básica.
Oil Field Services
- Advisor Oil & Gas Company in the bid by Pemex E&P to contract rigs for services in shallow waters in the Gulf of Mexico.
- Contracts and Negotiations with Pemex. Advisor to Mexican (Cotemar) and International Oil Companies (Baker Hughes, Kimmeridge Energy-Lucoil) and Financial Institutions (including Banobras, Bancomext and Scotiabank) with respect to the negotiations with Pemex and its subsidiaries.
- Salamanca Refinary (2014-2015). Advisor to an Engeneering Company and Construction in the negotiations with ICA Flour and Pemex Refinary on the EPC contracts for the basic engineering and works for the reconfiguration of the Salamanca Refinary.
- Ethylene XXI Petrochemical Plant. Representation of Braskem IDESA, S.A.P.I., a consortium formed by Braskem, the largest thermoplastic resins company in the Americas, and Idesa, a major company in the Mexican petrochemical sector, in connection with the legal aspects of the development, construction and commercial operation of an integrated petrochemical complex to be located in Coatzacoalcos, Veracruz, named Etileno XXI, that will have the capacity of producing approximately one million metric tons per year of ethylene and one million metric tons per year of polyethylene, using ethane provided by PEMEX Gas y Petroquímica Básica as the main feedstock. It is estimated that the Etileno XXI project will have a significant impact on the Mexican trade balance, as it will increase local production of ethylene for a value of around 2 billion dollars a year. Total project costs are 5 estimated to be approximately US$ 2.8 billion.
- Ten Nitrogen Plan. Advisor to Tecnología en Nitrógeno, S. de R.L. de C.V. (TEN), a joint venture by Air Products and Cryoinfra in the public bid and financing of a US$120 million nitrogen plant and pipelines to supply nitrogen to Pemex E&P.
The University of Texas at Austin School of Law, LLM
- James L. Curtis en 1994-1995, S.A.F.E. Foundation Scholarship Recipient
Escuela Libre de Derecho, LLB
- Not admitted in Texas. Practicing under the supervision of firm principals.
- Chambers Latin America Energy & Natural Resources (Band 1), Projects (Band 1)
- Chambers Global Projects (Band 1)
- Recognized for Projects in Expert Guides
- Who's Who Legal in Project Finance, Procurement and Natural Resources
- Best Lawyers in America and Best Lawyers International
- Best Lawyers Mexico
- PLC Which Lawyer?
- Euromoney’s Guide to the World's Leading Energy and Natural Resources Lawyers, 2008
- Named as a Leading Lawyer in Banking and Finance in the Mexico edition of IFLR1000