FERNANDO ERAÑA

JORGE LABASTIDA

EDUARDO YRIGOYEN

We have extensive experience representing banks, development and export credit agencies, investment funds and other non-bank financial institutions, both domestic and international, in various negotiations and structuring of diverse financing transactions, including ordinary secured financings through to transactions involving complex collateral arrangements and structures, in both single and multi-lender, domestic and cross-border environments, and involving a wide diversity of underlying asset classes.

We work closely with our litigation team not only in connection with restructurings and workouts but also to ensure that every structure and contractual wording that we deploy for our clients in amicable transactions is optimized for maximum efficiency in the unfortunate event that enforcement ever becomes necessary. Members of our litigation team are dual Mexican, and U.S.-law qualified and have litigated in both countries.

Representative Transactions

Represented U.S. International Development Finance Corporation (DFC) in connection with a $45 million USD credit facility in favor of Mexarrend, S.A.P.I de C.V. (Tangelo), a technology company specializing in alternative financing.

  • Represented U.S. International Development Finance Corporation (DFC) and Calvert Impact Inc. in the negotiations and structuring of a secured line of credit in favor of Imperative Advisors to finance Echale’s construction of 5,000 homes. Echale is a social enterprise that offers housing solutions to low-income families and contributes to the integral development of communities, including women heads of household.
  • Advised Sportium in the reorganization of a credit facility with an international bank as part of the negotiations with Northgate Capital for a growth investment.
  • Represented Sucro Can Sourcing as borrower in a $275 million USD revolving borrowing base facility from lenders led by Coöperatieve Rabobank, U.A., New York Branch.
  • Represented BMO Harris Bank as lender of a $20 million USD credit facility to a U.S. steel manufacturing company with the dual U.S.-Mexican law governed corporate guaranty of its Mexican parent not of payment but of collection and characterized as a joint borrower obligation of such parent for Mexican legal purposes.
  • Advised Sumitomo Mitsui Banking Corporation (“SMBC”), a Japanese multinational banking and financial services, with respect to financial regulatory matters and transactions in Mexico, which include, among others, corporate, regulatory and compliance upkeeping of SMBC, S.A.P.I. de C.V., SOFOM, E.N.R., a non-banking lending subsidiary of SMBC.
  • Represented SMBC, S.A.P.I. de C.V., SOFOM, E.N.R., a subsidiary of Sumitomo Mitsui Banking Corporation, as lender of a $140 million MXN (approximately $70 million USD) master loan facility to the Mexican leasing subsidiary of a large industrial conglomerate.
  • Advised Doopla, a renown direct marketplace lending platform, structuring and designing its loan agreements for each of the multiple products offered to their clients through their platform, including their registration under the regulator specific registries.

Award-Winning Transactions

  • Members of the Firm where part of the team that represented Blackstone real estate private equity fund in the acquisition of General Electric Capital´s Mexican real estate loan portfolio for $3.3 billion USD (named a 2015 Deal of the Year by Latin Lawyer).
  • Members of the Firm represented a subsidiary of Grupo Fermaca in the $440 million USD financing, led by The Bank of Tokyo Mitsubishi UFJ, Credit Agricole, ING Capital, Nacional Financiera, Banamex, Banobras and The Bank of Nova Scotia, for the construction, operation and maintenance of a 380-kilometer gas pipeline for service to CFE, the Mexican state utility, in Chihuahua, Mexico (named Project Finance Deal of the Year 2012 by Project Finance Magazine).
  • Members of the Firm where part of the team that represented ExIm Bank and Inter-American Development Bank in the $340 million USD financing of the 601-MW Bajío dual-fuel, combined cycle, independent power production station project, the first Mexican IPP transaction combining sales to CFE, the state utility, with significant third-party quasi- merchant power sales (named Latin American Merchant Power Deal of the Year 2000 by Project Finance Magazine).
  • Members of the Firm represented the Mexican joint venture of Mitsubishi Heavy Industries and EDFI in the $450 million USD financing for the construction, operation and maintenance of the 495-MW Altamira II dual-fuel, combined cycle independent power production station project (named Latin American Power Deal of the Year 2002 by Project Finance Magazine).
  • Members of the Firm represented Afore XXI Banorte in its $1.83 billion USD acquisition of Afore Bancomer from Banco Bilbao Vizcaya Argentaria (BBVA) (named a 2012 Deal of the Year by Latin Finance Magazine).

Real Estate Finance

  • Members of the Firm represented a U.S. automobile manufacturer in the approximately $100 million USD sale-leaseback of its Mexico City corporate headquarters.
  • Members of the Firm were involved in more than $1.3 billion USD of other commercial, industrial and hospitality real estate financings by foreign financial institutions.
  • Members of the Firm represented a U.S. investment fund as arranger and lender in the securitization of receivables stemming from leases of multiple private water treatment plants.
  • Members of the Firm have represented mortgage loan originators in diverse RMB public and private securitizations and warehouse-type credit facilities totaling more than $600 million USD, arranged and funded by lenders such as Deutsche Bank, Dresdner, and OPIC, including by way of Variable Funding Notes.
  • Members of the Firm have represented a European bank in the establishment of a U.S. warehouse-type credit facility for a Mexican mortgage loan company, collateralized with Mexican vacation-home loans made to U.S. residents.
  • Members of the Firm represented Alsis in its credit facility for borrower GDN to acquire in auction from BBVA Bancomer an REO portfolio comprising approximately 5,000 commercial and residential properties, which credity facility is secured by the acquired portfolio and its future sales proceeds and operating income.
  • Development of product for Sociedad Hipotecaria Federal, the Mexican government’s mortgage development bank, to lend to construction material microfinance companies.
  • Represented SMBC, S.A.P.I. de C.V., SOFOM, E.N.R., a subsidiary of Sumitomo Mitsui Banking Corporation, as lender of a $140 million MXN (approximately $70 million USD) master loan facility to the Mexican leasing subsidiary of a large industrial conglomerate.
  • Members of the Firm represented Bank of America Mexico, as issuing trustee of bonds backed by mortgage bridge loan receivables originated by Metrofinanciera, in the financial restructuring of Metrofinanciera.

Project Finance

  • Members of the Firm represented a subsidiary of Grupo Fermaca in the $440 million USD financing, led by The Bank of Tokyo Mitsubishi UFJ, Credit Agricole, ING Capital, Nacional Financiera, Banamex, Banobras and The Bank of Nova Scotia, for the construction, operation and maintenance of a 380-kilometer, gas transmission pipeline for CFE, the Mexican state utility, in the state of Chihuahua.
  • Members of the Firm represented Nadbank, NAFIN, Banobras, and Bancomext in their $300 million USD financing of two solar power generation projects of Zuma Energía with a significant merchant component.
  • Members of the Firm represented ExIm Bank and Inter-American Development Bank in the $340 million USD financing of the 601-MW Bajío dual-fuel, combined cycle, independent power production station project, the first Mexican IPP transaction combining sales to CFE, the state utility, with significant third-party quasi-merchant power sales (named Latin American Merchant Power Deal of the Year 2000 by Project Finance Magazine).
  • Members of the Firm represented the Mexican joint venture of Mitsubishi Heavy Industries and EDFI in the $450 million USD financing for the construction, operation, and maintenance of the 495-MW Altamira II dual- fuel, combined-cycle independent power production station project (named Latin American Power Deal of the Year 2002 by Project Finance Magazine).
  • Members of the Firm represented the Inter-American Development Bank and a group of commercial lenders in the $250 million USD restructuring of a 450-MW gas-fired cogeneration merchant power plant in Monterrey to supply power to Vitro, Imsa, Apasco, and several other industrial off-takers, following the acquisition by Tractebel of former insolvent sponsor Enron.
  • Members of the Firm represented the ExIm Bank in the $100 million USD financing of the 292-MW Naco Nogales gas- fired combined cycle independent power production station project.
  • Members of the Firm represented Lusitania Capital, the local financing vehicle of Banco Espirito Santo de Investimento, in the financing of the EPC Contractor of the Aura Solar I project, secured by select EPC milestone payments distributable directly from the project.
  • Represented U.S. International Development Finance Corporation (DFC) and Calvert Impact Inc. in the negotiations and structuring of a secured line of credit in favor of Imperative Advisors to finance Echale’s construction of 5,000 homes. Echale is a social enterprise that offers housing solutions to low-income families and contributes to the integral development of communities, including women heads of household.

Asset-backed transactions / Securitizations

  • Members of the Firm represented a European bank as arranger and lender in the $210 million USD true off-balance sheet securitization of CEMEX trade receivables arising from the sale of cement and concrete to more than two thousand clients nationwide.
  • Members of the Firm represented Sumitomo Mitsui Banking Corporation as purchaser in a facility for the purchase from GE Oil & Gas, on a limited-recourse basis qualifying for off- balance sheet treatment while mitigating the impact to the purchaser of potential administrative delays on the part of PEMEX, of up to $300MM USD of PEMEX receivables stemming from future services and equipment sales.
  • Members of the Firm represented a U.S. investment fund as arranger and lender in the securitization of lease receivables payable by two different municipalities of the State of Mexico, backed by junior net municipal participation in federally coordinated and state coordinated municipal funding pools.
  • Members of the Firm represented a U.S. investment fund as arranger and lender in the securitization of receivables stemming from leases of multiple private water treatment plants.
  • Members of the Firm represented a U.S. investment fund as arranger and lender in several credit transactions backed by present and future PEMEX project contract receivables.
  • Members of the Firm represented a U.S. investment fund as arranger and lender in a warehouse-type credit facility for diversified small business loans.
  • Members of the Firm represented a U.S. investment fund as arranger and lender in the private securitization of loan receivables payable by the municipality of Atizapán, backed by Fortamun proceeds pre-applied into a multi-project feeder trust and deployable only through the securitization trust.
  • Members of the Firm represented a European bank as arranger and lender in the private securitization of trade receivables of Compañía Minera Autlán.
  • Members of the Firm represented a U.S. investment fund as arranger and lender in the private securitization of payroll-deductible consumer loans.
  • Members of the Firm have represented mortgage loan originators in several diverse RMB public and private securitizations and warehouse-type credit facilities totaling more than $600 million USD, arranged and funded by lenders such as Deutsche Bank, Dresdner, and OPIC, including by way of Variable Funding Notes.
  • Members of the Firm have represented a European bank in the establishment of a U.S. warehouse-type credit facility for a Mexican mortgage loan company, collateralized with Mexican vacation-home loans made to U.S. residents.

Other Structured, Secured and Tax-Enhanced Finance Transactions

  • Members of the Firm represented Sumitomo Mitsui Banking Corporation and SMBC. as borrowers under a revolving $7 billion MXN facility provided by Banco Nacional de Obras y Servicios Públicos, S.N.C., secured by creditor rights and underlying collateral stemming from MXN project financings.
  • Members of the Firm represented Sumitomo Mitsui Banking Corporation and SMBC. as borrowers from Banco Nacional de Obras y Servicios Públicos, S.N.C. of $1 billion MXN for the funding of their loan to APP Tamaulipas.
  • Members of the Firm representation of CKD-funded vehicles managed by Credit Suisse Mexico in more than $200 million USD of highly structured mezzanine and quasi-equity loans.
  • Members of the Firm represented a top tier European bank in its $400 million USD tax-enhanced financing of an automobile manufacturing facility in Mexico.
  • Members of the Firm represented Mexican offshore oil field service provider Cotemar as borrower of a $160 million USD loan from a syndicate of banks led by BBVA Bancomer and HSBC México, to refinance a loan from Banamex and Citibank. The new loan was secured with a mortgage over several of the company’s vessels and through a security trust estate agreement with Pemex Exploración y Producción (PEP), a subsidiary of Mexico’s state-owned oil company. Cash flow from Cotemar’s lease of a platform to PEP was used as collateral for the loan.
  • Members of the Firm represented a European bank in its non-recourse financing of several regions of the Mexico-wide Enciclomedia project.
  • Members of the Firm represented a top-10 Fortune 500 company in structuring and deploying its $200 million USD Mexico-wide industrial property synthetic sale-lease back platform.
  • Members of the Firm represented lenders in more than $500 million USD of cross-border synthetic lease transactions.
  • Members of the Firm represented Banco Espirito Santo de Investimento in its $100 million USD secured loan to Empresas ICA (the main sub-holding company of the ICA group under whose umbrella ICA holds an interest in the Benito Juárez Mexico City airport concession). 
  • Members of the Firm work on more than $400 million USD in SBLC transactions for Haitong Bank, including its $50 million USD SBLC to back up obligations of the Peruvian arm of TV Azteca under a telecommunications concession, with the guaranty of TV Azteca.
  • Represented U.S. International Development Finance Corporation (previously OPIC) in over $100 millon USD of asset-backed credit facilities during the last 10 years, including in favor of Bien Para Bien, Vehículos Líquidos Financieros (Velifin) (Bien para Bien and Velfin focused on financing SMEs); CSI Leasing Mexico (focused on financial leasing), Xtreme Cinemas (a chain of cinemas focused on medium-sized cities) and Bravo Energy (focused on recycling industrial oils). Underling assets include SME loans, equipment leases and receivables.
  • Represented California Bank & Trust in structuring a revolving credit facility to CDC, a Mexican subsidiary of Caribbean Distillers Corporation Limited, secured with movable assets, real estate and trademarks related to Tequila Patrón.
  • Represented Soluciones e Inversiones en Salud Integral, (SISI) in the financing of highly specialized medical facilities in Los Cabos, Baja California, in association the ABC Hospital.
  • Represented Zwin LatAm Partners, a subsidiary of Fortress Investment, in restructuring a secured credit facility with LatAm Investment Partners (Lux) S.à rl.
  • Represented Fideicomisos Instituidos en Relación con la Agricultura (FIRA) in documenting financing facilities for producers through special vehicles, with the participation of entities such as Grupo La Moderna, Red Chambers and Aarfis, among others.
  • Members of the Firm represented a foreign bank in a financing backed by receivables arising from privately leased public transport buses and associated passenger transportation revenues and related revenue.
  • Members of the Firm represented Alsis in its credit facility for borrower GDN to acquire in auction from BBVA Bancomer an REO portfolio comprising approximately 5,000 commercial and residential properties, which credity facility is secured by the acquired portfolio and its future sales proceeds and operating income.
  • Members of the Firm represented GATX in the financing of a jack-up drilling platform leased to PEMEX.
  • Development of product for Sociedad Hipotecaria Federal, the Mexican government’s mortgage development bank, to lend to construction material microfinance companies.
  • Represented SMBC, S.A.P.I. de C.V., SOFOM, E.N.R., a subsidiary of Sumitomo Mitsui Banking Corporation, as lender of a $140 million MXN (approximately $70 million USD) master loan facility to the Mexican leasing subsidiary of a large industrial conglomerate.

Trade and Supply-Chain Finance; Standby LCs

  • Represented Sucro Can Sourcing as borrower in a $275 million USD revolving borrowing base facility from lenders led by Coöperatieve Rabobank, U.A., New York Branch.
  • Members of the Firm represented Société Générale as purchaser in an uncommitted multi-seller, multi-jurisdictional receivables purchase facility with assorted Faurecia companies, including Mexican affiliates of Faurecia, as sellers of receivables, including up to $85 million USD of Mexican law governed purchases of receivables.
  • Members of the Firm represented SMBC in its $300 million USD master factoring facility for GE Oil & Gas.
  • Members of the Firm represented Halliburton Mexico as seller in its up to a $200 million USD uncommitted receivables purchase facility with HSBC as purchaser.
  •  
  • Members of the Firm represented Banco Latinoamericano de Comercio Exterior as purchaser of equipment lease receivables factoring transactions in excess of $50 million USD. 
  • Members of the Firm represented Haitong Bank in over $300 million USD of standby letter of credit transactions.

Venture Capital Financing

  • Represented Ideas y Capital in various seed capital and follow-on investments, including Boletia, Dvdendo, Econduce, Nimblr; Amigo Travel Group and Turing Enterprises.
  • Represented Redwood Ventures in structuring mezzanine convertible investments in Billpocket and Ares Materials.
  • Represented Bamboo Finance (an affiliate of Oasis Fund) in structuring a growth investment and several subsequent rounds of debt-financing, in FINAE. FINAE is a Mexican corporation that provides educational funding to socio- economic students.

Restructurings and Workouts

  • Members of the Firm represented Lehman Brothers in the Bufete Industrial workout (first concurso mercantil proceedings in the wake of reforms that did away with the former suspension de pagos insolvency proceedings).
  • Members of the Firm represented Bank of America Mexico as issuing trustee of bonds backed by Controladora Comercial Mexicana, in connection with the financial restructuring of Controladora Comercial Mexicana.
  • Members of the Firm represented Bank of America Mexico, as issuing trustee of bonds backed by mortgage bridge loan receivables originated by Metrofinanciera, in the financial restructuring of Metrofinanciera.
  • Members of the Firm represented different clients in different roles and at different stages of the AHMSA attempted restructuring and subsequent insolvency proceedings.
  • Members of the Firm represented the collateral trustee in the 2010 Cemex restructuring.
  • Members of the Firm advised a South American bank with respect to the 2012 Vitro restructuring.
  • Members of the Firm represented Banco Latinoamericano de Comercio Exterior in the Aceites Industriales El Zapote workout.

We have extensive experience representing banks, development and export credit agencies, investment funds and other non-bank financial institutions, both domestic and international, in various negotiations and structuring of diverse financing transactions, including ordinary secured financings through to transactions involving complex collateral arrangements and structures, in both single and multi-lender, domestic and cross-border environments, and involving a wide diversity of underlying asset classes.

We work closely with our litigation team not only in connection with restructurings and workouts but also to ensure that every structure and contractual wording that we deploy for our clients in amicable transactions is optimized for maximum efficiency in the unfortunate event that enforcement ever becomes necessary. Members of our litigation team are dual Mexican, and U.S.-law qualified and have litigated in both countries.

Representative Transactions

Represented U.S. International Development Finance Corporation (DFC) in connection with a $45 million USD credit facility in favor of Mexarrend, S.A.P.I de C.V. (Tangelo), a technology company specializing in alternative financing.

  • Represented U.S. International Development Finance Corporation (DFC) and Calvert Impact Inc. in the negotiations and structuring of a secured line of credit in favor of Imperative Advisors to finance Echale’s construction of 5,000 homes. Echale is a social enterprise that offers housing solutions to low-income families and contributes to the integral development of communities, including women heads of household.
  • Advised Sportium in the reorganization of a credit facility with an international bank as part of the negotiations with Northgate Capital for a growth investment.
  • Represented Sucro Can Sourcing as borrower in a $275 million USD revolving borrowing base facility from lenders led by Coöperatieve Rabobank, U.A., New York Branch.
  • Represented BMO Harris Bank as lender of a $20 million USD credit facility to a U.S. steel manufacturing company with the dual U.S.-Mexican law governed corporate guaranty of its Mexican parent not of payment but of collection and characterized as a joint borrower obligation of such parent for Mexican legal purposes.
  • Advised Sumitomo Mitsui Banking Corporation (“SMBC”), a Japanese multinational banking and financial services, with respect to financial regulatory matters and transactions in Mexico, which include, among others, corporate, regulatory and compliance upkeeping of SMBC, S.A.P.I. de C.V., SOFOM, E.N.R., a non-banking lending subsidiary of SMBC.
  • Represented SMBC, S.A.P.I. de C.V., SOFOM, E.N.R., a subsidiary of Sumitomo Mitsui Banking Corporation, as lender of a $140 million MXN (approximately $70 million USD) master loan facility to the Mexican leasing subsidiary of a large industrial conglomerate.
  • Advised Doopla, a renown direct marketplace lending platform, structuring and designing its loan agreements for each of the multiple products offered to their clients through their platform, including their registration under the regulator specific registries.

Award-Winning Transactions

  • Members of the Firm where part of the team that represented Blackstone real estate private equity fund in the acquisition of General Electric Capital´s Mexican real estate loan portfolio for $3.3 billion USD (named a 2015 Deal of the Year by Latin Lawyer).
  • Members of the Firm represented a subsidiary of Grupo Fermaca in the $440 million USD financing, led by The Bank of Tokyo Mitsubishi UFJ, Credit Agricole, ING Capital, Nacional Financiera, Banamex, Banobras and The Bank of Nova Scotia, for the construction, operation and maintenance of a 380-kilometer gas pipeline for service to CFE, the Mexican state utility, in Chihuahua, Mexico (named Project Finance Deal of the Year 2012 by Project Finance Magazine).
  • Members of the Firm where part of the team that represented ExIm Bank and Inter-American Development Bank in the $340 million USD financing of the 601-MW Bajío dual-fuel, combined cycle, independent power production station project, the first Mexican IPP transaction combining sales to CFE, the state utility, with significant third-party quasi- merchant power sales (named Latin American Merchant Power Deal of the Year 2000 by Project Finance Magazine).
  • Members of the Firm represented the Mexican joint venture of Mitsubishi Heavy Industries and EDFI in the $450 million USD financing for the construction, operation and maintenance of the 495-MW Altamira II dual-fuel, combined cycle independent power production station project (named Latin American Power Deal of the Year 2002 by Project Finance Magazine).
  • Members of the Firm represented Afore XXI Banorte in its $1.83 billion USD acquisition of Afore Bancomer from Banco Bilbao Vizcaya Argentaria (BBVA) (named a 2012 Deal of the Year by Latin Finance Magazine).

Real Estate Finance

  • Members of the Firm represented a U.S. automobile manufacturer in the approximately $100 million USD sale-leaseback of its Mexico City corporate headquarters.
  • Members of the Firm were involved in more than $1.3 billion USD of other commercial, industrial and hospitality real estate financings by foreign financial institutions.
  • Members of the Firm represented a U.S. investment fund as arranger and lender in the securitization of receivables stemming from leases of multiple private water treatment plants.
  • Members of the Firm have represented mortgage loan originators in diverse RMB public and private securitizations and warehouse-type credit facilities totaling more than $600 million USD, arranged and funded by lenders such as Deutsche Bank, Dresdner, and OPIC, including by way of Variable Funding Notes.
  • Members of the Firm have represented a European bank in the establishment of a U.S. warehouse-type credit facility for a Mexican mortgage loan company, collateralized with Mexican vacation-home loans made to U.S. residents.
  • Members of the Firm represented Alsis in its credit facility for borrower GDN to acquire in auction from BBVA Bancomer an REO portfolio comprising approximately 5,000 commercial and residential properties, which credity facility is secured by the acquired portfolio and its future sales proceeds and operating income.
  • Development of product for Sociedad Hipotecaria Federal, the Mexican government’s mortgage development bank, to lend to construction material microfinance companies.
  • Represented SMBC, S.A.P.I. de C.V., SOFOM, E.N.R., a subsidiary of Sumitomo Mitsui Banking Corporation, as lender of a $140 million MXN (approximately $70 million USD) master loan facility to the Mexican leasing subsidiary of a large industrial conglomerate.
  • Members of the Firm represented Bank of America Mexico, as issuing trustee of bonds backed by mortgage bridge loan receivables originated by Metrofinanciera, in the financial restructuring of Metrofinanciera.

Project Finance

  • Members of the Firm represented a subsidiary of Grupo Fermaca in the $440 million USD financing, led by The Bank of Tokyo Mitsubishi UFJ, Credit Agricole, ING Capital, Nacional Financiera, Banamex, Banobras and The Bank of Nova Scotia, for the construction, operation and maintenance of a 380-kilometer, gas transmission pipeline for CFE, the Mexican state utility, in the state of Chihuahua.
  • Members of the Firm represented Nadbank, NAFIN, Banobras, and Bancomext in their $300 million USD financing of two solar power generation projects of Zuma Energía with a significant merchant component.
  • Members of the Firm represented ExIm Bank and Inter-American Development Bank in the $340 million USD financing of the 601-MW Bajío dual-fuel, combined cycle, independent power production station project, the first Mexican IPP transaction combining sales to CFE, the state utility, with significant third-party quasi-merchant power sales (named Latin American Merchant Power Deal of the Year 2000 by Project Finance Magazine).
  • Members of the Firm represented the Mexican joint venture of Mitsubishi Heavy Industries and EDFI in the $450 million USD financing for the construction, operation, and maintenance of the 495-MW Altamira II dual- fuel, combined-cycle independent power production station project (named Latin American Power Deal of the Year 2002 by Project Finance Magazine).
  • Members of the Firm represented the Inter-American Development Bank and a group of commercial lenders in the $250 million USD restructuring of a 450-MW gas-fired cogeneration merchant power plant in Monterrey to supply power to Vitro, Imsa, Apasco, and several other industrial off-takers, following the acquisition by Tractebel of former insolvent sponsor Enron.
  • Members of the Firm represented the ExIm Bank in the $100 million USD financing of the 292-MW Naco Nogales gas- fired combined cycle independent power production station project.
  • Members of the Firm represented Lusitania Capital, the local financing vehicle of Banco Espirito Santo de Investimento, in the financing of the EPC Contractor of the Aura Solar I project, secured by select EPC milestone payments distributable directly from the project.
  • Represented U.S. International Development Finance Corporation (DFC) and Calvert Impact Inc. in the negotiations and structuring of a secured line of credit in favor of Imperative Advisors to finance Echale’s construction of 5,000 homes. Echale is a social enterprise that offers housing solutions to low-income families and contributes to the integral development of communities, including women heads of household.

Asset-backed transactions / Securitizations

  • Members of the Firm represented a European bank as arranger and lender in the $210 million USD true off-balance sheet securitization of CEMEX trade receivables arising from the sale of cement and concrete to more than two thousand clients nationwide.
  • Members of the Firm represented Sumitomo Mitsui Banking Corporation as purchaser in a facility for the purchase from GE Oil & Gas, on a limited-recourse basis qualifying for off- balance sheet treatment while mitigating the impact to the purchaser of potential administrative delays on the part of PEMEX, of up to $300MM USD of PEMEX receivables stemming from future services and equipment sales.
  • Members of the Firm represented a U.S. investment fund as arranger and lender in the securitization of lease receivables payable by two different municipalities of the State of Mexico, backed by junior net municipal participation in federally coordinated and state coordinated municipal funding pools.
  • Members of the Firm represented a U.S. investment fund as arranger and lender in the securitization of receivables stemming from leases of multiple private water treatment plants.
  • Members of the Firm represented a U.S. investment fund as arranger and lender in several credit transactions backed by present and future PEMEX project contract receivables.
  • Members of the Firm represented a U.S. investment fund as arranger and lender in a warehouse-type credit facility for diversified small business loans.
  • Members of the Firm represented a U.S. investment fund as arranger and lender in the private securitization of loan receivables payable by the municipality of Atizapán, backed by Fortamun proceeds pre-applied into a multi-project feeder trust and deployable only through the securitization trust.
  • Members of the Firm represented a European bank as arranger and lender in the private securitization of trade receivables of Compañía Minera Autlán.
  • Members of the Firm represented a U.S. investment fund as arranger and lender in the private securitization of payroll-deductible consumer loans.
  • Members of the Firm have represented mortgage loan originators in several diverse RMB public and private securitizations and warehouse-type credit facilities totaling more than $600 million USD, arranged and funded by lenders such as Deutsche Bank, Dresdner, and OPIC, including by way of Variable Funding Notes.
  • Members of the Firm have represented a European bank in the establishment of a U.S. warehouse-type credit facility for a Mexican mortgage loan company, collateralized with Mexican vacation-home loans made to U.S. residents.

Other Structured, Secured and Tax-Enhanced Finance Transactions

  • Members of the Firm represented Sumitomo Mitsui Banking Corporation and SMBC. as borrowers under a revolving $7 billion MXN facility provided by Banco Nacional de Obras y Servicios Públicos, S.N.C., secured by creditor rights and underlying collateral stemming from MXN project financings.
  • Members of the Firm represented Sumitomo Mitsui Banking Corporation and SMBC. as borrowers from Banco Nacional de Obras y Servicios Públicos, S.N.C. of $1 billion MXN for the funding of their loan to APP Tamaulipas.
  • Members of the Firm representation of CKD-funded vehicles managed by Credit Suisse Mexico in more than $200 million USD of highly structured mezzanine and quasi-equity loans.
  • Members of the Firm represented a top tier European bank in its $400 million USD tax-enhanced financing of an automobile manufacturing facility in Mexico.
  • Members of the Firm represented Mexican offshore oil field service provider Cotemar as borrower of a $160 million USD loan from a syndicate of banks led by BBVA Bancomer and HSBC México, to refinance a loan from Banamex and Citibank. The new loan was secured with a mortgage over several of the company’s vessels and through a security trust estate agreement with Pemex Exploración y Producción (PEP), a subsidiary of Mexico’s state-owned oil company. Cash flow from Cotemar’s lease of a platform to PEP was used as collateral for the loan.
  • Members of the Firm represented a European bank in its non-recourse financing of several regions of the Mexico-wide Enciclomedia project.
  • Members of the Firm represented a top-10 Fortune 500 company in structuring and deploying its $200 million USD Mexico-wide industrial property synthetic sale-lease back platform.
  • Members of the Firm represented lenders in more than $500 million USD of cross-border synthetic lease transactions.
  • Members of the Firm represented Banco Espirito Santo de Investimento in its $100 million USD secured loan to Empresas ICA (the main sub-holding company of the ICA group under whose umbrella ICA holds an interest in the Benito Juárez Mexico City airport concession). 
  • Members of the Firm work on more than $400 million USD in SBLC transactions for Haitong Bank, including its $50 million USD SBLC to back up obligations of the Peruvian arm of TV Azteca under a telecommunications concession, with the guaranty of TV Azteca.
  • Represented U.S. International Development Finance Corporation (previously OPIC) in over $100 millon USD of asset-backed credit facilities during the last 10 years, including in favor of Bien Para Bien, Vehículos Líquidos Financieros (Velifin) (Bien para Bien and Velfin focused on financing SMEs); CSI Leasing Mexico (focused on financial leasing), Xtreme Cinemas (a chain of cinemas focused on medium-sized cities) and Bravo Energy (focused on recycling industrial oils). Underling assets include SME loans, equipment leases and receivables.
  • Represented California Bank & Trust in structuring a revolving credit facility to CDC, a Mexican subsidiary of Caribbean Distillers Corporation Limited, secured with movable assets, real estate and trademarks related to Tequila Patrón.
  • Represented Soluciones e Inversiones en Salud Integral, (SISI) in the financing of highly specialized medical facilities in Los Cabos, Baja California, in association the ABC Hospital.
  • Represented Zwin LatAm Partners, a subsidiary of Fortress Investment, in restructuring a secured credit facility with LatAm Investment Partners (Lux) S.à rl.
  • Represented Fideicomisos Instituidos en Relación con la Agricultura (FIRA) in documenting financing facilities for producers through special vehicles, with the participation of entities such as Grupo La Moderna, Red Chambers and Aarfis, among others.
  • Members of the Firm represented a foreign bank in a financing backed by receivables arising from privately leased public transport buses and associated passenger transportation revenues and related revenue.
  • Members of the Firm represented Alsis in its credit facility for borrower GDN to acquire in auction from BBVA Bancomer an REO portfolio comprising approximately 5,000 commercial and residential properties, which credity facility is secured by the acquired portfolio and its future sales proceeds and operating income.
  • Members of the Firm represented GATX in the financing of a jack-up drilling platform leased to PEMEX.
  • Development of product for Sociedad Hipotecaria Federal, the Mexican government’s mortgage development bank, to lend to construction material microfinance companies.
  • Represented SMBC, S.A.P.I. de C.V., SOFOM, E.N.R., a subsidiary of Sumitomo Mitsui Banking Corporation, as lender of a $140 million MXN (approximately $70 million USD) master loan facility to the Mexican leasing subsidiary of a large industrial conglomerate.

Trade and Supply-Chain Finance; Standby LCs

  • Represented Sucro Can Sourcing as borrower in a $275 million USD revolving borrowing base facility from lenders led by Coöperatieve Rabobank, U.A., New York Branch.
  • Members of the Firm represented Société Générale as purchaser in an uncommitted multi-seller, multi-jurisdictional receivables purchase facility with assorted Faurecia companies, including Mexican affiliates of Faurecia, as sellers of receivables, including up to $85 million USD of Mexican law governed purchases of receivables.
  • Members of the Firm represented SMBC in its $300 million USD master factoring facility for GE Oil & Gas.
  • Members of the Firm represented Halliburton Mexico as seller in its up to a $200 million USD uncommitted receivables purchase facility with HSBC as purchaser.
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  • Members of the Firm represented Banco Latinoamericano de Comercio Exterior as purchaser of equipment lease receivables factoring transactions in excess of $50 million USD. 
  • Members of the Firm represented Haitong Bank in over $300 million USD of standby letter of credit transactions.

Venture Capital Financing

  • Represented Ideas y Capital in various seed capital and follow-on investments, including Boletia, Dvdendo, Econduce, Nimblr; Amigo Travel Group and Turing Enterprises.
  • Represented Redwood Ventures in structuring mezzanine convertible investments in Billpocket and Ares Materials.
  • Represented Bamboo Finance (an affiliate of Oasis Fund) in structuring a growth investment and several subsequent rounds of debt-financing, in FINAE. FINAE is a Mexican corporation that provides educational funding to socio- economic students.

Restructurings and Workouts

  • Members of the Firm represented Lehman Brothers in the Bufete Industrial workout (first concurso mercantil proceedings in the wake of reforms that did away with the former suspension de pagos insolvency proceedings).
  • Members of the Firm represented Bank of America Mexico as issuing trustee of bonds backed by Controladora Comercial Mexicana, in connection with the financial restructuring of Controladora Comercial Mexicana.
  • Members of the Firm represented Bank of America Mexico, as issuing trustee of bonds backed by mortgage bridge loan receivables originated by Metrofinanciera, in the financial restructuring of Metrofinanciera.
  • Members of the Firm represented different clients in different roles and at different stages of the AHMSA attempted restructuring and subsequent insolvency proceedings.
  • Members of the Firm represented the collateral trustee in the 2010 Cemex restructuring.
  • Members of the Firm advised a South American bank with respect to the 2012 Vitro restructuring.
  • Members of the Firm represented Banco Latinoamericano de Comercio Exterior in the Aceites Industriales El Zapote workout.

FERNANDO ERAÑA

JORGE LABASTIDA

EDUARDO YRIGOYEN