Investment Trust Certificates (CERPIs) are a type of financial instrument initially issued by a Mexican trust and placed through a restricted public offering, one made exclusively to institutional and qualified investors. CERPIs are an investment vehicle tantamount to international private equity funds; CERPIs’ main purpose is to provide Mexican Pension Funds (Sociedades de Inversión Especializadas en Fondos para el Retiro) (SIEFORES), insurance companies, and other domestic and foreign institutional and qualified investors with an investment vehicle for projects located abroad. By statute, CERPIs must be registered in the National Securities Registry (Registro Nacional de Valores) and listed in an authorized stock exchange in Mexico; this registration has implications, such as being subject to the oversight of the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores), as well as legal and regulatory obligations for securities issuers, although subject to certain specific exceptions.
CERPIs are similar to development trust certificates (CKDs) in several ways. For example (i) proceeds called from investors are used to finance long-term investment projects, either via equity or via debt; (ii) CERPIs grant their holders an equity stake in an investment fund generally composed of a diversified asset portfolio; and (iii) they are a regulated investment product. However, the regulatory framework applicable to CERPIs sets forth several provisions that make the corporate governance of CERPI-issuing vehicles more flexible, providing each sponsor with greater operational flexibility in its fund management endeavors.
The main differences between CKDs and CERPIs are:
|Geographic scope of funding||Intended to fund investments (via equity or debt) exclusively in Mexico||Up to 90% of the total amount of the vehicle can be used to fund investments abroad1|
|Restricted public offering?||No (not necessarily restricted to institutional and qualified investors)||Yes (restricted to institutional and qualified investors)|
|Minority rights||Similar to those of a publicly traded company||More flexible than those of a publicly traded company|
|Decision power||Technical Committee has non-delegable power to approve investments and divestitures||Manager can make investment decisions as long as they are in accordance with the relevant fund's investment guidelines|
CERPIs have been of particular relevance in recent years (particularly since 2018) in the Mexican market given that (i) various domestic and international sponsors have used them as additional funding sources (feeder funds) for their international private equity funds and (ii) CERPIs have provided a much-needed diversification option previously sought by SIEFORES (facilitating the possibility of achieving appropriate risk diversification and direct exposure to foreign productive assets).
Disclaimer: This material should not be construed as legal advice and is provided for informational purposes only.
1 10% of the total amount of the vehicle must be invested in Mexico. This regulatory provision has given rise to several discussions aimed at defining and narrowing down the factors that should be used for threshold calculation, as well as relevant timeframes.