Select Experience in Mexico
RECENT HIGHLIGHTS
OIL AND NATURAL GAS
ABN-AMRO. Represented ABN-AMRO in connection
with bridge financing of Gaz de France subsidiary’s
purchase of a gas concession in Mexico.
Cross-Border Pipeline. Represented a major US
midstream company in the evaluation and
preparation of its bid to enter into a long-term
transportation services agreement with Comision
Nacional de Electricidad (CFE), Mexico’s electric
utility company, for the construction, operation and
maintenance of a cross-border multibillion-dollar
natural gas pipeline and natural gas header from
Waha, Texas, USA, to Ojinaga, Chihuahua, Mexico.
Drilling Rigs in the Gulf of Mexico. Represented
HSBC and Citibank as arrangers of a US $275 million
financing for the acquisition of four drilling rigs by
subsidiaries of Grupo México. The drilling rigs will be
used in the Gulf of Mexico and chartered to
Petróleos Mexicanos.
EPC Contracts. Representing infrastructure and
energy services companies in the drafting and
negotiating of joint venture contracts related to EPC
work in connection with refineries, port terminals
and cogeneration plants, all in Mexico.
Ex-Im Bank. Represented Export-Import Bank in the
$229 million financing of a 120 km, 36" diameter
natural gas pipeline, including 60,000 hp related
compression facilities, to connect existing PEMEX
pipeline system assets in Tamaulipas State, Mexico.
Incentive-based E&P service contracts. Recently
represented a US oil company in the evaluation of an
opportunity to participate in a tender process
conducted by PEMEX for the granting of incentivebased E&P contracts in Mexico, which included the
preparation and negotiation of consortium and bid
documents.
Mayakán Pipeline. Advised on the project financing
of the approximately 700 km Mayakán natural gas
pipeline on the Yucatan Peninsula, Mexico. This
project was the first privately owned open access
pipeline in Mexico and it was named Deal of the Year
by Institutional Investor.*
Mexico E&P Round One. Currently representing two
major international oil companies in connection with
the new oil and gas regulatory framework in Mexico
and with their potential participation in Round One
deep-water auction, including the evaluation of bid
rules and model contract proposed by the Comision
Nacional de Hidrocarburos (CNH).
Mexico E&P Round 1.3. Currently representing two
midsize international oil companies in connection
with their successful participation in Round 1.3,
organized by the CNH, and in the structuring of its
agreements with its partners and planning for the
execution of the Hydrocarbon Exploitation License
Contract and commencement of operations in
Mexico.
Morelos Pipeline. Represented Mitsubishi Corp. in
its bid with Techint for CFE‘s 25-year Morelos natural
gas pipeline concession in Mexico.
North Baja Pipeline. Represented TransCanada
Corporation in the sale of North Baja Pipeline, LLC,
an 80-mile natural gas pipeline that extends from
southwestern Arizona to the California/Mexico
border, to TC PipeLines, LP. The sale included a
combination of cash and common units totaling
approximately $395 million.
PEMEX. Advised PEMEX in connection with the
Transboundary Hydrocarbon Reservoirs Agreement
of 2012 between the United Mexican States and the
United States of America (often referred to as the
US-Mexico Framework Agreement) for the joint
development of certain cross-border hydrocarbon
reservoirs in the Gulf of Mexico. In the context of
that engagement, we advised PEMEX on
international law and precedent regarding crossborder unitization agreements, with a particular
emphasis on the regional precedent for such
agreements in Latin America.
CONVENTIONAL POWER
Altamira III/IV. Represented Export-Import Bank of
the United States in the $590 million financing of the
1,036 MW Altamira III/IV IPP project in Altamira,
Tamaulipas State, Mexico, with CFE as offtaker.
Bajio IPP Project. Represented client on the $440
million financing of the 601 MW Bajio IPP Power
Project in Guanajuato, Mexico. Deal was named
Project Finance magazine’s Latin America Merchant
Deal of the Year 2000.
Campeche Project. Represented the development
and financing of the Campeche Project, an
approximately 250 MW power generation facility in
the State of Campeche, Mexico.*
Carbón II. Represented CFE in connection with the
proposed but ultimately abandoned privatization of
the Carbón II 1400 MW electric generation facility.*
Gas-Fired Cogeneration Power Plant. Currently
representing an international Asian company in the
joint development of a gas-fired cogeneration power
plant.
Mérida III Project. Drafted the related power
purchase agreement for the Mérida III Project,
Mexico’s first IPP.*
Mexico’s Public Service Electricity Act. Represented
the CFE on the drafting of the regulations that
implemented Mexico’s Public Service Electricity Act
to permit private sector IPPs for the first time.*
Tabasco Jackup, S.A. de C.V. Represented HSBC and
Citibank in a $175 million bridge term loan to finance
the acquisition of a jackup drilling rig from a ship
builder in China.
2 | Mayer Brown's Capabilities in Mexico
Nuevo Pemex Cogeneration. Represented our
clients in the $700 million, 300 MW Nuevo Pemex
cogeneration facility in Tabasco, Mexico. The facility
is the first of a planned series of nine similar projects
that has been conceived to add more than 3,000
MW of power generation capacity in Mexico. This
was named Latin America Power Deal of the Year
2010 and Latin America Deal of the Year 2010 by
Project Finance magazine.
RENEWABLE POWER
CENACE Power Auctions. Currently representing a
Mexican-based corporation as international counsel
in their joint venture with a renewable energy
company in their participation as a bidder in the first
power purchase auction that was conducted by the
Centro Nacional de Control de Energía (“CENACE”) in
2016.
El Cajón Hydroelectric Project. Represented the
successful closing of the $100 million bridge and the
$680 million construction financing for the 750 MW
El Cajón Hydroelectric Project in Mexico. This
transaction was the largest financing to that date in
the Mexican power sector and was named Latin
American Deal of the Year for 2004 by Project
Finance International and Latin America Renewables
Deal of the Year for 2004 by Project Finance.*
El Porvenir Project. Represented Compañía Eólica de
Tamaulipas in connection with the $130 million
project financing from the North American
Development Bank and Banorte to fund the
construction of a wind farm in Reynosa, Mexico, a
city on Mexico’s border with the United States.
Energía Sierra Juárez. Represented the sponsor in
the 155 MW Energía Sierra Juárez Cross-Border Wind
Energy Project. The project includes the construction
and operation of a Mexico-US cross-border
transmission line and the project will sell its output
to a US utility.
Great Scott and Tres Mesas. Represented BP
Alternative Energy North America in the acquisition
of the Great Scott and Tres Mesas Projects located in
Tamaulipas, Mexico, for the development of wind
farms.
La Ventosa/La Mata. Represented our clients in the
project financing in La Ventosa/La Mata, a major
wind power facility near Oaxaca, Mexico. The $200
million, 67.5 MW project is sponsored by EDF
Energies Nouvelles’ Mexican subsidiary Electrica del
Valle de Mexico (EVM). This was chosen as the Ex-Im
Bank Deal of the Year 2010.
La Yesca Hydroelectric. Represented our clients on
the more than $1 billion La Yesca Hydroelectric
Project in Mexico. This was named Americas Power
Deal of the Year for 2007 by Project Finance
International.*
Los Santos Solar Park Project. Represented North
American Development Bank and Overseas Private
Investment Corporation 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 of Ahumada, Chihuahua.
Nuevo Pemex Cogeneration. Represented the
lenders in connection with the $700 million, 300 MW
Nuevo Pemex cogeneration facility in Tabasco,
Mexico, being developed by Abengoa. The facility is
the first of a planned series of nine similar projects in
Mexico. The transaction was named Latin American
Deal of the Year 2010 by Project Finance magazine.
3 | Mayer Brown's Capabilities in Mexico
Oaxaca II and Oaxaca IV. Represented Acciona
Energia in the two separate project bond financings
of the Oaxaca II & Oaxaca IV IPP projects in México:
$148.5 million for Oaxaca II and $150.2 million for
Oaxaca IV. These were selected as the Latin America
Project Bond Deals of the Year 2012 by Project
Finance magazine and Best Renewable Energy
Financing 2013 by Latin Finance magazine.
Preneal SA. Represented Madrid-based Preneal SA
and its affiliates on the sale of two wind power
project companies, Energía Alterna Istmeña, S. de
R.L. de C.V., and Energía Eólica Mareña, S.A. de C.V.,
to an equity consortium controlled by Macquarie.
The acquired companies own a 396 MW late-stage
wind energy project in Oaxaca, Mexico.
Waste-Fuel Power. Represented Power Generation
Inc. and Entergy Power as developers in the
development of a 300 MW waste/fuel power plant in
Nuevo Leon, Mexico.
MINING
B.O.O. Coal Handling Facility. Represented CFE in
connection with a proposed large-scale B.O.O. coal
handling facility in Lázaro Cárdenas.*
Boleo Mine. Represented The Korea Development
Bank, Export-Import Bank of the United States,
Export Development Canada, Barclays Capital,
Standard Bank, Standard Chartered Bank, WestLB
and UniCredit, as mandated lead arrangers, in an
$823 million project financing, provided to Baja
Mining Corp.’s project company Minera y
Metalurgica del Boleo S.A. de C.V, for the
construction and development of a zinc, copper,
cobalt and manganese mine in Baja California
Sur, Mexico. Named Project Finance magazine’s Latin
American Mining Deal of the Year 2010.
Mexicana de Cananea Copper Mine. Represented
our client in the project financing for the acquisition
of the Mexicana de Cananea copper mine.
PROJECT DEVELOPMENT & FINANCING
Aluprint. Represented GE Capital in a $135 million
multi-currency financing for the management buyout
of Aluprint S.A. de C.V. The buyout was supported by
One Equity partners, the private equity arm of an
international investment bank. The GE Capital
financing was provided on both US dollars and
Mexican pesos and involved complex issues of
Mexican and European tax and corporate law.
Aluprint is a leading Mexican folding and flexible
carton packaging company.
Avantel S.A. Represented our client in a $470 million
project financing for Avantel S.A., a Mexican
telecommunications company, involving ExportImport Bank of the United States and Export
Development Corporation.
CEMEX S.A.B. de C.V. Represented CEMEX in
outsourcing information technology, applications
development and maintenance, finance and
accounting, human resources and contact center
services for its operations in 50 countries. Per
CEMEX, the agreement is expected to generate
savings of close to US $1 billion in addition to
improving CEMEX’s operations and ability to serve its
customers.
Cemex, S.A. de C.V. Represented New Sunward
Holding B.V. and Cemex, S.A. de C.V., Cemex Mexico,
S.A. de C.V. and Empresas Tolteca de Mexico, S.A. de
C.V., as guarantors, in a $1.1 billion term loan
financing by Citibank, N.A. and J.P. Morgan Chase.
4 | Mayer Brown's Capabilities in Mexico
Compania Minera Autlan, S.A.B. Represented Credit
Suisse as administrative agent and as lender with
respect to a $90 million secured credit facility for
Compania Minera Autlan, S.A.B. de C.V., a publicly
traded Mexican mining company.
Consorcio del Mayab, S.A. de C.V. Represented
Consorcio del Mayab, S.A. de C.V., as borrower, and
Empresas ICA, S.A.B. de C.V., as guarantor, in a $50
million secured loan by Morgan Stanley Senior
Funding, Inc., the proceeds of which are to be used
to complete construction of the Auneti Toll Road
in Mexico.
Empresas ICA, S.A.B. de C.V. Represented Empresas
ICA, S.A.B. de C.V., as Borrower, in a US$200 million
Term Loan extended by Goldman Sachs, as
Administrative Agent, Arranger, Syndication Agent
and as a Lender.
FARAC Toll Road. Represented Empresas ICA, S.A.B.
de C.V. on its joint venture with Goldman Sachs
Infrastructure Partners, formed to implement the
winning bid for the first Fideicomiso de Apoyo al
Rescate de Autopistas Concesionadas (FARAC) toll
road concession.
Grupo Idesa, S.A. de C.V. Represented the Bank of
Nova Scotia as administrative agent and arranger
with respect to a $190 million unsecured loan to
Grupo Idesa, as borrower, guaranteed by
its subsidiaries.
Grupo Lamosa. Represented the lenders, a syndicate
led by Scotiabank Inverlat and Inbursa, in connection
with a $450 million syndicated credit facility for
Grupo Lamosa S.A.B. de C.V. Proceeds of the facility
were used to refinance a $600 million leveraged
financing related to Grupo Lamosa’s acquisition of
Porcelanite Holding S.A. de C.V.
ICA Paneacion y Financiamiento, S.A. de C.V.,
SOFOM, E.N.R. Represented Credit Suisse as
administrative agent and as lender with respect to a
senior secured credit facility for Mexico-based ICA
Planeacion y Financiamiento, S.A. de C.V., SOFOM,
E.N.R.
ICATECH. Represented ICATECH Corporation, as
borrower, and Empresas ICA, as parent, in
connection with a $150 million term loan made by
Goldman Sachs Bank USA. In addition, we
represented Banco Inbursa as lender with respect to
a MXN1 billion loan to ICATECH Corporation with
Empresas Empresas ICA, S.A.B. de C.V (parent)
as Guarantor.
Ingenieros Civiles Asociados, S.A. de C.V.
Represented Ingenieros Civiles Asociados, S.A. de
C.V., as borrower, and Empresas ICA, S.A.B. de C.V.,
as guarantor, in a $90 million Bridge Loan Facility
extended by Morgan Stanley Senior Funding, Inc.
Ingenio La Margarita SA de CV, Central Progreso SA
de CV. Represented a UK-based investment firm, as
arranger, in two commodities financing transactions
for Ingenio La Margarita and Central Progreso, as
borrowers.
Internacional de Cerámica, S.A.B. de C.V.
Represented The Bank of Nova Scotia, as
Administrative Agent, Sole Lead Arranger and
Lender, in connection with a senior syndicated $115
million facility to Internacional de Cerámica, S.A.B.
de C.V.
KRC Interco, S.A. de C.V. SOFOM E.N.R. Represented
Scotiabank, as Lender, with respect to a MXP$1
billion loan to a Mexican subsidiary of Kimco Realty
Corporation, which guaranteed the loan as parent
along with any future subsidiaries.
5 | Mayer Brown's Capabilities in Mexico
LILA Mexican Holdings. Represented HSBC Bank
USA, N.A., as lender and lead arranger, and HSBC
Securities (USA) Inc., as sole bookrunner, in
connection with a US$1.9 billion secured credit
facility to LILA Mexican Holdings LLC, as borrower.
The proceeds of the credit facility were used to
refinance a seller financing loan provided by GE Real
Estate Mexico to an affiliate of Blackstone Real
Estate Debt Strategies Fund in connection with
Blackstone’s acquisition of GE Capital’s commercial
real estate mortgage loan portfolio in Mexico.
Mexico City Water. Represented North West Water
International Limited of the United Kingdom in its
successful participation in the bid called by the
Department of the Federal District to provide water
services to Mexico City and in its joint venture with
Mexico’s Grupo GUTSA, S.A. de C.V.
TIP de Mexico SA de CV. Represented a Mexicobased investment firm in the refinancing of a
syndicated, multi-currency facility for TIP de Mexico,
as borrower.
CAPITAL MARKETS
Aeroinvest SA de CV. Represented Aeroinvest S.A.
de C.V., a Mexican company that owns a majority
interest in Grupo Aeroportuario del Centro Norte,
S.A.B. de C.V. (which owns and operates 13 airports
in Mexico through long-term concessions from the
Mexican government) in a three-tranche Euro-Peso
144-A debt offering for a principal amount of $2.8
billion pesos ($200 million). The proceeds of this
debt offering were used primarily to pay off a bridge
loan in connection with its acquisition of Grupo
Aeroportuario del Centro Norte, on which we also
advised.
BBVA Bancomer, S.A. Represented BBVA Bancomer,
S.A. as issuer in its 144A/Reg S offering of $1 billion
7.25% Non-Cumulative Fixed Rate Subordinated
Non-Preferred Notes due 2020.
CORPORATE/PRIVATE EQUITY
ABA Seguros, S.A. De C.V.Represented ACE Limited
on its $865 million acquisition of ABA Seguros S.A. de
C.V., Mexico’s sixth-largest property and casualty
insurer, from Ally Financial Inc.
AgroFinanzas S.A. Represented Société Générale
and its subsidiary Chac Holdings, S de RL in the
acquisition of a 50 percent equity interest in
AgroFinanzas, SA de CV, a specialized financial
institution focused on agricultural financing in
Mexico.
América Móvil, S.A. de C.V. Represented América
Móvil, a Mexico-based telecommunications
company, in its acquisition of Argentina-based
Mixplay S.A., which provides entertainment videos
over its internet platform, and United States-based
DLA, Inc., which is a leader in development,
integration and delivery of entertainment products
made for digital distribution in Latin America.
América Móvil acquired Mixplay and DLA from
Claxson Interactive Group, Inc.
América Móvil, S.A. de C.V. Represented, as cocounsel on transactional and SEC documents,
America Movil in its tender offer to acquire Mexicobased Carso Global Telecom SA de CV, a provider of
local and long-distance telephone services.
Carval Investors. Represented Carval Investors and
its subsidiary CVI Global (Lux) Finance SARL in CVI's
sale of its interest in CCS Maya S de RL de CV, Calas
Housing de RL de CV and certain notes/loans issued
by CCS Maya, to CS Maya LLC.
6 | Mayer Brown's Capabilities in Mexico
Cemex, Inc. Represented Cemex, Inc. in its sale of
the assets of the Specialty Minerals Division to
Oldcastle Architectural, Inc.
Corporativo Comercial Capital and Compu, LLC.
Represented Corporativo Comercial Capital and
Compu LLC, Mexico-based affiliates of US
Commercial S.A.B. de C.V., in the sale of the stock of
CompUSA Inc. We also represented Banco Inbursa
and Inmobiliaria Cars in the sale of the debt of
CompUSA.
Equity International. Represented Equity
International in its purchase of a 49 percent stake in
Grupo Acosta Verde, a leading developer, owner and
manager of shopping centers in Mexico.
Grupo Colte and Pegaso Television. Represented
Grupo Colte and Pegaso Television in multiple
investments by Grupo Colte, Pegaso Television,
TeleCapital Associates, LP and TeleCinco Gestévision
S.A. into CaribeVision Holding, Inc. and CaribeVision
TV Network LLC, owners and operators of a Spanishlanguage TV network.
LG Display. Represented Korea-based LG Display in a
transaction involving the transfer of LG Display's
shares in its Mexican subsidiary that manufactures
displays in Mexico.
Kaltex. Represented Kaltex, S.A. de C.V. in its
acquisition of all of the shares of Revman Industries
from Aeon.
Equity International. Represented Equity
International in its purchase of a minority interest in
Mexico-based realty company Valores Integrales
Immobiliarios, S.A. de C.V.
MetroNet. Represented MetroNet, S.A. de C.V. in
the sale of a minority interest in MetroNet to
JPMorgan Capital Corporation and Fondelec Group
Inc.
Fianzas Monterrey. Represented ACE Limited in the
$285 million acquisition of Fianzas Monterrey, the
second-largest surety lines company in Mexico and
the third largest in Latin America, from New York Life
Insurance Company.
MSD Capital. Represented MSD Capital in
connection with its acquisition of certain real estate
development property in Casa San Lucas, Mexico.
Grupo Bimbo. Represented George Weston Limited,
one of North America's largest food processing and
distribution groups, in the sale of the US fresh bread
and baked goods business of its subsidiary Dunedin
Holdings S.à r.l. to Grupo Bimbo, S.A.B. de C.V. for
approximately $2.5 billion. Grupo Bimbo is one of
the world's largest baking companies and is listed on
the Mexican Stock Exchange.
Packaging Corporation of America. Represented
Packaging Corporation of America in the sale of its
European and Mexican operations of its Hexacomb
business, the largest European manufacturer of
paper honeycomb and packaging solutions, to
Smurfit Kappa.
Pactiv Corporation. Represented Pactiv Corporation
in the acquisition of a 70% interest in Central de
Bolsas, S.A. de C.V. (Jaguar Corporation), a Mexican
manufacturer of cups and other plastic food service
products. Jaguar has two manufacturing facilities in
Mexico, and distribution centers in Mexico and the
United States.
7 | Mayer Brown's Capabilities in Mexico
Professional Paint, Inc. Represented Professional
Paint, Inc. in the sale of the company to Powderhorn
Acquisitions, Inc., a wholly owned subsidiary of
Consorcio Comex, S.A. de C.V. for an undisclosed
cash consideration.
Puerto Cancun. Special Master to Judge Guzman of
the Northern District Court of Illinois, to advise on
asset recovery related to the case of United States vs
Michael Kelly. Mayer Brown’s role is to assist in the
defendant's restitution by taking control of, and then
selling, the Mexican/Panamanian real estate and
related assets. Currently advising on the sale, for the
Special Master, of Puerto Cancun, an 880 acre
mixed-use development in Cancun that was
developed in a joint venture with Fonatur.
Whirlpool Corp. Represented Whirlpool Corp. in the
acquisition of Whirlpool de Reynosa S.A. de C.V. by
Noma Corporation, a subsidiary of GenTek, Inc.
Whirlpool Corp. Represented Whirlpool Corporation
in its acquisition of the remaining 51% of Vitromatic,
S.A. de C.V. from Vitro S.A. de C.V., giving it complete
ownership.
DISPUTE RESOLUTION & INVESTIGATION
Commercial Litigation. Represented Grupo Carso
and Grupo Sanborns in reversing a $454 million jury
verdict arising out of a claim relating to the opening
of CompUSA stores in Mexico. We continue to
represent Grupo Carso, Telefonos de Mexico,
Condumex, América Móvil, Grupo Sanborns, Banco
Inbursa and their affiliates in various litigation
matters throughout the United States.
Mexico City. We conducted an internal review in
Mexico City of a Mexican insurer in response to
whistleblower allegations.
NAFTA Violations. Successfully represented an
international manufacturer in an investor-state
arbitration against Mexico relating to tax and import
measures which our client claimed violated several
provisions of NAFTA by favoring domestic suppliers.
We achieved the largest monetary award to date in a
NAFTA arbitration.
RICO. Defended several clients in a civil RICO action
brought in US federal court by a now defunct
Mexican bank relating to loans the bank made to a
Mexican manufacturer that was in bankruptcy in
Mexico. We obtained judgment for our client, which
was affirmed by the U.S. Court of Appeals for the
Seventh Circuit.
RESTRUCTURING
Ahmsa. Represented the Steering Committee of
unsecured creditors in the insolvency and debt
restructuring of Altos Hornos de Mexico, Mexico’s
largest steel company.
Controladora Comercial Mexicana (CCM).
Represented Barclays Capital in connection with the
bankruptcy filing in Mexico of Controladora
Comercial Mexicana, S.A. de C.V. (CCM) arising from
CCM's liability under currency exchange derivatives
contracts. This transaction was named IFLR’s
Restructuring Deal of the Year 2011.
Corporación Durango, S.A. de C.V. Represented the
unsecured bank creditors of Corporación Durango,
S.A. de C.V., Mexico’s largest pulp/paper company, in
its debt restructuring, in which the first “pre-pack”
was restructuring under Mexico’s concurso mercantil
law.
FUMISA. Represented ING Capital LLC in a global
amendment agreement providing for a restructuring
and partial repayment of outstanding bonds of Infu
Trust, which is serviced by FUMISA, the operator of
Mexico City’s airport.
8 | Mayer Brown's Capabilities in Mexico
Grupo Minero Mexico. Represented the unsecured
creditors of Grupo Minero Mexico, Mexico’s largest
mining company, in the restructuring of more than
$1 billion of Grupo Minero Mexico debt.
Lamosa. Represented a committee of creditors in
the restructuring of $675 million of senior secured
peso and dollar loans outstanding to Lamosa, SAB de
CV, a Mexican tile producer.
Urbi/GEO. Represented a major creditor of Urbi and
GEO, two of Mexico’s largest homebuilders, in the
debt restructuring of the two companies.
*Transaction was handled by a Mayer Brown lawyer while at a former firm.
*Transaction was led by a Mayer Brown lawyer while at a former firm.
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9 | Mayer Brown's Capabilities in Mexico
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