Overview

Ariel Ramos is a partner in Mayer Brown's Oil & Gas and Infrastructure Investment groups and Banking & Finance practice and is based in the firm's Mexico City office. Ariel primarily focuses on transactions related to power, oil and gas, finance, energy-related infrastructure, EPC, and Mexican energy reform, including Round One and procurement matters.

Ariel provides advice to international oil companies, Mexican oil service companies, developers and sponsors, financial institutions, investment bankers and private equity funds, construction companies and governmental entities on projects, cross border transactions and financings. He assists clients in the structuring, negotiations and implementation of projects, risk assessment, regulatory advice, and governmental contracts, including E&P contracts (including purchase sale agreements and licenses), contracts with Pemex and its subsidiaries, 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 schemes 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.

Among other clients, Ariel has represented Noble Energy, Baker Hughes, Petrofac, Petronas, Braskem, Odebrecht, Banco Nacional de México/Citibank, BBVA Bancomer, Scotiabank, Bancomext, Banobras, NAFIN HSBC, the Japan Bank of International Cooperation (JBIC), Goldman Sachs & Co., Ingenieros Civiles Asociados (ICA), Credit Agricole, the Export Development Corporation (Canada), Mizuho Bank, US Ex-Im Bank, POSCO Enc., Samsubg, Nukem Inc., ABN AMRO Bank, the International Finance Corporation (IFC), Inter-American Development Bank (IDB), Bank of Tokyo Mitsubishi (BTM), Société Générale, Deutsche Bank, Royal Shell Co., ExxonMobil, Tokyo Electric Co. (TEPCO), Chubu Electric Power Co., the Ministry of Finance and Public Credit (SHCP), the Federal Electricity Commission (CFE) and the Federal Ministry of Health (SS).

Experience

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.

Midstream

  • Odebrecht / Los Ramones. Advisor to Constructora Norberto Odebrecht 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 lead 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

  • Odebrecht Jackups. Advisor to Odebrecht Oil & Gas in
    the bid by Pemex E&P to contract rigs for services in shallow waters in the Golf 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.

Downstream

  • Odebrecht Salamanca Refinary (2014-2015). Advisor to Odebrecht Engeneering 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.

LNG Projects

  • 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.
    POWER
  • JBIC / Power Reform Analysis (ongoing). 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

  • AES Mexico. 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 Suez. 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 selfsupply power plant sponsored by Alstom & Sithe Power for US$500 million (named Latin American Power Project 2000 by Project Finance magazine).
  • Merida III (1998). 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

  • OCI Solar – Los Santos II (ongoing). 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 lead by OPIC and NADBank.
  • 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 lead 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.
  • Gruma-Minihydro. Provided advice to Grupo Industrial Maseca, S.A.B. de C.V. (the largest tortilla flour and products in the world) with respect to the negotiation of a PPA for a minihydro power project with Escalona for the amount of USD$100 million.
  • Solar Trading /Iberdrola. Counsel to Comercializadora CAPO, S.A. de C.V. for a photovoltaic project with a first phase of 30 MW and a second of 70 MW to be located in the State of Jalisco, Mexico.
  • Solar Barton. Counsel to Barton 200 L.P. in the development of a photovoltaic project to be located in Cabo San Lucas, Baja California with an initial phase of 8MW and a second of 50 MW.
  • Los Vergeles Wind Farm. Counsel to Goldman, Sachs & Co. in the possible investment of a wind project of 496 gigawatts per year to be developed by Grupo de Soluciones de Energía Renovables SOE de México, S.A. de C.V. in Tamaulipas, Mexico.
  • La Yesca Hydropower. He advised the consortium led by ICA in the analysis of the bid guidelines, risk assessment, matrix and allocation and the preparation and presentation of the corresponding proposal for the two-unit 750 MW La Yesca hydroelectric generating facility in the state of Jalisco, Mexico as well as the financing thereof by a Bank syndicate led by WestLB for approximately US$1 billion. (The project received the Americas Power Deal of the Year Award 2008 by Project Finance Magazine).
  • Preneal Wind Farm. Counsel to Deutsche Bank in the due diligence of a project to be developed by Preneal in Juchitan, Oaxaca, Mexico for 400 MW approximately.
  • “La Venta III” / World Bank. Counsel to the World Bank in the analysis of the PPA of the CFE for the development of the first wind projects in Oaxaca, Mexico.
  • El Cajón Hydropower. Advisor to Constructora Internacional de Infraestructura, S.A. de C.V. (CIISA), an International consortium led by ICA, in the Financing of the two unit 750 MW El Cajón hydroelectric generating facility in the State of Nayarit, México (named Latin American Power Project 2004 by Project Finance magazine) as well as the financing thereof by a bank syndicate led by WestLB for approximately 9 US$900 million. (The project received the Latin American Power deal of the year 2004 by Project Finance magazine).

Power

  • JBIC / Power Reform Analysis (ongoing). Adviser to JBIC with respect to analysis and risk.

Infrastructure Private-Public Partnerships

  • Tuxpan-Tampico PPP Highway Non-solicited Proposal. Advised and assist Odebrecht 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.
    Tollroads.
  • FARAC I. Advisor 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 - Tollroads

  • FARAC I. 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 lead 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.

Events

Education

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

Admissions

  • Mexico
  • 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