Experience Across Latin America - Paul Hastings LLP
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Experience Across Latin America
2 |
Table of Contents
About Paul Hastings 1
Latin America 2
Experience in Mexico 4
Our lawyers have advised Experience in Brazil 24
clients on some of the Experience in Other Latin American 30
Countries and the Caribbean
largest, most complex and
“first-ever” transactions
throughout Latin America
and in nearly every
industry group.
PAUL HASTINGS
About Paul Hastings
n Paul Hastings is a leading global ever” transactions throughout n Our U.S. offices, located in
law firm that provides innovative Latin America and in nearly every Atlanta, Chicago, Houston, Los
legal solutions to many of the industry group. We are in the Angeles, New York, Orange
world’s Fortune Global 500 process of opening a permanent County, Palo Alto, San Diego, San
companies and other top financial office in São Paulo. Francisco, and Washington, D.C.,
institutions. work closely with our lawyers in
n We recognized early on the Brazil, Asia and Europe to leverage
n With more than 1,000 lawyers in 20 potential Asia represented for our global platform and provide a
offices across Asia, Europe, and global business. We were one high level of client service to our
the U.S., we have the global reach of the first U.S. law firms in Asia, multinational clients.
and extensive capabilities to meet and today have one of the leading
the increasingly complex business practices in the region. We recently n Our expansion echoes the growing
needs of our clients wherever they opened our fifth Asian location in globalization of our clients’
may be. this critical region in Seoul, South business. During the last 10
Korea. years, we continued the strategic
n We have a market-focused expansion of our global footprint
perspective and are strategic in n We have a strong presence in and opened 12 new offices.
our approach. We continually Europe, with offices in key locations
assess the services, industries, and such as Brussels, Frankfurt, London, n Today, Paul Hastings works with
markets with the greatest potential Milan, and Paris. Our European financial and corporate clients in
to strengthen our business and best offices provide ample complement over 80 countries, operating from | 1
serve our clients. and international presence to offices in the world’s key financial
support our clients in established centers.
n Our Latin America experience and emerging markets around the
is extensive. Our lawyers have world.
advised clients on some of the
largest, most complex and “first-
OUR FULL-SERVICE EXPERTISE
We provide a full range of legal services to meet our clients’ business needs. Our clients include top-tier companies across
every major industry including financial services, private equity, energy, infrastructure, life sciences, industrials, real estate,
technology, and telecommunications and media. We provide world-class litigation and transactional support in practice areas
such as banking and finance, fund formation and investment management, capital markets, bankruptcy and restructuring,
securities litigation, M&A, antitrust, intellectual property, labor and employment, private equity, project finance, real estate, and
tax, as well as extensive regulatory, anti-corruption/FCPA investigations and compliance expertise.
Top 5 1st
Ranked in the Top 5 most innovative law firms Ranked 1st on the A-List of the most
for the past three years successful law firms in the U.S.
Financial Times’ US Innovative Lawyers Report The American Lawyer, 2014
3 Dealmaker of the Year 2015
Three partners named among Latin America’s The American Lawyer
Top 50 Female Lawyers Experience Across Latin America
LatinVex
Latin America
We are a premier choice for clients to Mergers and Acquisitions, Capital
meet business goals throughout Latin Markets, Project and Structured
America, as our lawyers have one Finance, Financial Restructurings,
of the most successful and diverse Private Equity, Commercial Banking
practices in the region. Our lawyers and Lending, Commodities and
have advised clients on some of the Derivatives, and Litigation and Dispute
largest, most complex and “first- Resolution.
ever” transactions throughout Latin
America and in nearly every industry Paul Hastings lawyers have been
group. As such, our lawyers have some of the most active practitioners
been regularly recognized in such in the Latin American financial markets
industry publications as Latin Finance, for several decades. As a result,
International Financial Law Review, our lawyers are among the leaders
Latin Counsel, Latin Lawyer, and in capital markets, M&A and debt
American Lawyer. restructuring transactions in the
region. For example, our lawyers have
Vast Experience and Stellar represented more Mexican issuers of
Presence securities and handled more Mexican
2 | IPOs than any other international law
Our lawyers have established stellar firm in recent years. In fact, during
practices in the two largest economies the first three years ended April 30,
in Latin America: Mexico and Brazil. 2015, Paul Hastings lawyers have
Our Latin America team is chaired by participated in over 90 international
renowned Latin America transactional corporate financings and securities
specialist Michael Fitzgerald. The team offerings across Latin America.
has leading transactional experience
including approximately 14 partners
and 36 associates and counsel, with
partners Robert Kartheiser, Taisa
Markus, Cathleen McLaughlin, Joy
Gallup and Arturo Carrillo representing
a core group focusing on Latin
American matters. We capitalize on
this stellar presence to also provide
first-rate services to clients in Central
America, Colombia, Peru, and the
Southern Cone. Our practice in the
region is broad and specializes in
PAUL HASTINGS
Integrated Excellence
Our Latin America Practice Group Our extensive industry experience
works as a cohesive, integrated has allowed our lawyers to regularly
team. Our lawyers are not only fully be a part of the most cutting-edge
conversant in Spanish and Portuguese transactions in Latin America, such
but also have extensive experience as the first REIT-like equity offering by
with the business environment in any company in Latin America, the
Latin America and are knowledgeable first perpetual bond issued by any
about laws and regulations throughout corporate issuer in any market, and
the region. Supporting them are structuring the first hybrid securities
multilingual and multijurisdictional issued by financial institutions in
lawyers located in 20 offices around Mexico, Brazil, Peru and other Latin
the globe with a vast range of American jurisdictions.
experience.
| 3
Industry Experience
Our lawyers have invested extensive time and energy over many years in
understanding the region and the industries within which our clients operate.
Our key industry experience includes:
n Financial Institutions n Infrastructure
n Transportation n Chemicals
n Oil & Gas n Real Estate
n Manufacturing n Leisure and Hospitality
n Consumer and Retail n Technology
n Healthcare and Pharmaceuticals n Media
n Telecommunications n Commodities Trading
n Energy and Utilities n Mining
Experience Across Latin America
Experience in Mexico
Lawyers in our Latin America Practice Paul Hastings lawyers active in Initial Public Offering
Group have advised clients on a wide Latin American transactions are fully
Experience
variety of transactions and matters conversant not only in Spanish but also
in Mexico and have been one of the with the business environment across Paul Hastings lawyers have been
most active groups working on capital Latin America and are knowledgeable involved in almost all initial public
markets transactions, restructurings, about the laws and regulations across offerings out of Mexico in the past
bank financings and securitizations in the region, including foreign investment decade – more than any U.S. law firm,
the country over the past decade. As laws and regulations applicable in building on one of the most active
a result of this experience, we have capital markets transactions. Our and successful practices in Latin
developed a detailed knowledge of lawyers active in Latin American America generally. Our lawyers’ initial
the law and practice of doing business transactions, and the deals public offering experience in Mexico
in Mexico, as well as close working themselves, have been recognized in and throughout Latin America reflects
relationships with many of the leading numerous industry publications. our experience globally and includes
Mexican business groups, law firms representing issuers, underwriters and
and government officials. other financial intermediaries.
In recent years, our lawyers have
combined to represent more Mexican
4 | issuers of securities and handled more
Mexican IPOs than any other U.S. law
firm. Our handling of many of Mexico’s
and Latin America’s most complex
transactions has earned our lawyers
the status of being one of the premier
U.S. corporate and banking teams in
the region.
PAUL HASTINGS
Our initial public offering experience in Danhos of its trust certificates. and other jurisdictions pursuant to
Mexico in recent years includes: Fibra Danhos is among a handful Rule 144A and Regulation S. The
of Mexican Real Estate Investment global offering was in the amount
Fideicomiso Hipotecario (FHipo): Trusts (REITs) to be utilized in the of approximately US$380 million
Representation of FHipo in its wake of a comprehensive legal and was the first FIBRA listed on
US$633 million IPO, which was overhaul in Mexico that created the Mexican securities exchange
the first Mexican mortgage REIT the “FIBRA,” a new Mexican that focuses exclusively on retail
and this first of a kind transaction investment vehicle which bears properties. This was also the first
also represented the first mortgage many similarities to the U.S. REIT. time in the history of Mexico’s
REIT ever sold internationally in Fibra Danhos was formed to capital markets that a start-up was
Latin America. This complex deal develop, acquire and manage some listed
not only resulted in the creation of the most recognizable and iconic
of a new asset class, but the Hoteles City Express:
shopping centers and mixed use
establishment of an international properties in Mexico
Representation of Morgan Stanley,
secondary market for Latin Citigroup and Bank of America
American mortgages. This was the Controladora Vuela Compañía Merrill Lynch as initial purchasers
largest IPO in Mexico in 2014 de Aviación (Volaris): on with Hoteles City Express’
Representation of Deutsche Bank, US$200 million international
Lala: Representation of Lala, Morgan Stanley and UBS as the initial public offering. Hoteles City | 5
Mexico’s largest dairy company and lead underwriters in connection Express is a leading Mexican
one of the leading dairy companies with the initial public offering of hotel company, and is the largest
in Latin America, in completing its Mexican low-cost airline Volaris. hotel operator in the economy
US$1.1 billion initial public offering The offering involved an issuance and budget segments in Mexico.
of common stock. The offering of Series A shares in Mexico which Hoteles City Express’ hotels cater
was the largest IPO in 2013 from were listed on the Mexican Stock to business travelers in Mexico’s
Latin America. The IPO was sold Exchange and an issuance of rapidly growing economy. The
internationally pursuant to Rule Ordinary Participation Certificates oversubscribed offering involved
144A and Regulation S and the in the form of American Depositary the issuance of stock publicly on
shares were listed on the Mexican Shares in the U.S. and other the Mexican Stock Exchange and
Stock Exchange. An affiliate of Lala, countries outside of Mexico. The internationally pursuant to Rule
that was spun off just prior to the ADSs were registered with the SEC 144A and Regulation S. Also,
IPO, is the largest milk producer in and listed on the New York Stock representation of Morgan Stanley,
the United States Exchange Citigroup, Bank of America Merrill
Fibra Danhos: Representation Lynch, HSBC and Actinver in the
FIBRA Shop: Representation of US$170 million follow-on offering by
of Goldman Sachs as global FIBRA Shop in a global offering of
coordinator and Evercore and Hoteles City Express
real estate trust certificates via a
BBVA as other initial purchasers in public offering in Mexico through
connection with the US$400 million the Mexican Stock Exchange, and
initial international offering by Fibra a private placement in the U.S.
Experience Across Latin America
Experience in Mexico (cont’d)
Grupo Sanborns: Representation the Mexican Stock Exchange
of Credit Suisse, Citi and Morgan widely seen as adding liquidity to
Stanley as initial purchasers on the Mexican real estate market by
Grupo Sanborns’ initial public allowing for retail investment while
offering made internationally hedging risk for investors. Also,
pursuant to Rule 144A and representation of Credit Suisse
Regulation S and listed on the and Santander in the US$700
Mexican Stock Exchange. Grupo million re-IPO of Fibra Uno on the
Sanborns is the flagship company Mexican Stock Exchange and
of the Carlos Slim empire and one internationally through Rule 144A/
of the most iconic and well-known Regulation S. The deal marked
brands in Mexico. The IPO raised the second use of the FIBRA
approximately US$950 million ever and by the same issuer,
and was the largest IPO in Latin and representation of Santander,
America at the time in 2013 Credit Suisse and Evercore in the
US$1.75 billion second follow-on
Alpek: Representation of Alpek, offering by Fibra Uno. In addition,
the largest petrochemical company representation Santander, Credit
6 | in Mexico and the second-largest Suisse, BBVA, BTG Pactual,
in Latin America, in its 144A/ Evercore, Goldman, Sachs & Co.,
Regulation S US$900 million IPO HSBC and UBS Investment Bank
on the Mexican Stock Exchange. as initial purchasers in connection
This was one of the largest with Fibra Uno’s US$2.5 billion
international IPOs on the Mexican third follow-on equity offering, the
Stock Exchange at the time largest equity offering ever in the
Fibra Uno: Representation of real estate sector in Latin America.
Santander and Evercore Group This last oversubscribed offering
as initial purchasers in the IPO marks the fourth equity offering by
of 161,204,820 Real Estate Trust Fibra Uno, which has now issued
Certificates by Mexican trust, approximately US$5.5 billion in
Fibra Uno, on the Mexican Stock equity since its IPO in 2011
Exchange and internationally FibraHotel: Representation of the
pursuant to Rule 144A/Regulation initial purchasers in connection
S. The deal marked the very with the initial public offering by
first use of the new Mexican FibraHotel on the Mexican Stock
investment vehicle, the FIBRA, Exchange and internationally
which bears many similarities to pursuant to Rule 144A/Regulation
the U.S. REIT. The REIT listing S. FibraHotel was the very first
introduced a new instrument to lodging and very first sector
PAUL HASTINGS
specific Real Estate Investment offering in Mexico. BanRegio is a Bolsa Mexicana de
Trust (REIT) in Latin America and leading Mexican bank in the north Valores: Representation of
one of only a hand full Mexican of Mexico the underwriters, led by UBS
REITS to be utilized in the wake of Securities LLC, in a US$443 million
OHL Mexico: Representation of IPO by Bolsa Mexicana de Valores
a comprehensive legal overhaul
OHL Mexico, a leading Mexican on the Mexican Stock Exchange
in Mexico that created the FIBRA.
operator of toll roads and airports and outside of Mexico under
The four-times oversubscribed
which is a part of the Obrascon Rule 144A/Regulation S. The
offering involved the issuance of
Huarte Lain group, in connection transaction was named “Equity
approximately US$300 million
with its 144A/Regulation S US$800 Deal of the Year “ by International
in FibraHotel’s stock. Also,
million IPO on the Mexican Stock Financial Law Review
representation of Goldman Sachs,
Exchange. The offering was
JP Morgan and BBVA in the six
underwritten by UBS, Credit Suisse Genomma Lab: Representation
– times oversubscribed US$330
and Santander, and is one of the of Genomma Lab, a leading
million follow-on offering by
largest international IPOs in Mexico. Mexican company specializing
FibraHotel
Also representation of UBS, BBVA, in the development, sale and
Fibra Inn: Representation of the Goldman Sachs, JP Morgan and marketing of over-the-counter
initial purchasers in connection Soc Gen as initial purchasers in a pharmaceutical and personal
with the initial public offering by US$458.5 million global follow-on care products, and the selling | 7
Fibra Inn on the Mexican Stock offering of shares of OHL Mexico shareholders in a US$234 million
Exchange and internationally which consisted of a public tranche initial public offering of common
pursuant to Rule 144A/Regulation in Mexico and a Rule 144A/Reg shares on the Mexican Stock
S. Fibra Inn was the second S tranche outside of Mexico. Exchange and outside of Mexico
lodging Real Estate Investment Representation of Goldman Sachs under Rule 144A/Regulation S
Trust (REIT) in Latin America and JP Morgan as initial purchasers
Lamosa: Representation of the
and was the fifth publicly traded in a US$288 million secondary
underwriters in the “re-IPO” of
Mexican REIT to be created in the offering of shares of OHL Mexico,
Lamosa, a leading manufacturer
wake of a comprehensive legal which consisted exclusively of a
of ceramic products traded
overhaul in Mexico that created the Rule 144A/Reg S tranche outside of
publicly in Mexico, in its first ever
FIBRA. The offering involved the Mexico
international stock offering
issuance of approximately US$300
Chedraui: Representation of
million and the initial purchasers Banco Compartamos:
Citi and Credit Suisse as initial
involved in this transaction were Representation of Mexico’s
purchasers in the US$393 million
Credit Suisse and Santander top microfinance bank, Banco
IPO by Mexican retailer and
Compartamos, in structuring and
BanRegio Grupo Financiero: supermarket operator Chedraui on
closing the offering of US$466
Representation of Citi Securities the Mexican Stock Exchange and
million of common shares in an
and BBVA Bancomer as internationally pursuant to Rule
initial secondary stock offering on
placement agents for the 144A/Regulation S. This 2010 IPO
the Mexican Stock Exchange and
international tranche in BanRegio was the first IPO in Mexico since
internationally through Rule 144A/
Grupo Financiero’s initial public June 2008
Experience Across Latin America
Experience in Mexico (cont’d)
Regulation S. The offering was 14 of Mexico. When this transaction consortium that included Equity
times oversubscribed and priced closed in May 2004, it was the first International and funds managed
well above the high end of the initial public offering out of Mexico by BlackRock and Altan Capital.
estimated price range. This is the in five years The consortium made an initial
first public offering by a microcredit investment of approximately
Famsa: Representation of the
lender in Latin America, the US$109 million in Acosta Verde
Mexican furniture and household
first initial public offering by any
Mexican bank and one of the first
goods retailer in its US$230 million Ivanhoé Cambridge:
initial public stock offering on the Representation of Ivanhoé
offerings out of Latin America by
Mexican Stock Exchange and Cambridge, the second largest
entities that define themselves by a
outside of Mexico in a Rule 144A/ pension fund in Canada, in the
social mission
Regulation S tranche creation of a new partnership
Homex: with Black Creek Group (Black
SARE: Representation of
Creek), a real estate private equity
o Representation of the Deutsche Bank Securities
firm with extensive experience
underwriters, Citigroup and and BBVA Securities, Inc.,
sponsoring real estate companies
Merrill Lynch, in a US$160 as placement agents for the
in Mexico. Ivanhoé Cambridge,
million initial equity offering by international tranche in Sare’s
a real estate subsidiary of
Homex, a vertically integrated initial public offering in Mexico.
8 | institutional fund manager Caisse
home development company Sare Holding is a holding company
de dépôt et placement du Québec,
focusing on affordable involved in the Mexican residential
together with Black Creek, will
housing in Mexico. It was the real estate development industry
invest in the development of
first NYSE-traded and SEC-
Consorcio ARA: Representation mixed-use urban communities
registered IPO out of Mexico in
of Consorcio ARA, a Mexican in the main cities of Mexico
five years
housing company, in connection including Mexico City, Monterrey
o Representation of the with its Rule 144A/Regulation S and Guadalajara through MIRA,
selling shareholders in an IPO underwritten by Citigroup Black Creek’s fully-integrated real
SEC-registered offering of and subsequent follow-on equity estate and development platform
40,491,106 shares of common offerings in Mexico. Ivanhoé Cambridge
stock (a portion of which was intends to invest up to US$500
G. Accion: Representation of G. million in assets, as part of its
represented by American
Accion, a commercial real estate strategy of developing a long-
Depositary Shares). Homex has
developer, in connection with term active presence in growth
a listing on the NYSE
its Rule 144A/Regulation S IPO markets. Ivanhoé Cambridge’s
URBI: Representation of URBI, underwritten by Merrill Lynch first investment by way of MIRA
a leading housing development of more than US$100 million in
company in Mexico, in the US$150 Mergers and Acquisitions assets will be used for a residential
million offering of shares and development project
Acosta Verde: Representation
American Depository Receipts
of Acosta Verde, a major owner Invercap: Representation of
(ADRs), which was public in
and manager of shopping centers Invercap in a restructuring of all
Mexico and conducted pursuant
in Mexico in connection with a of its US dollar debt and in the
to Rule 144A/Regulation S outside
joint venture transaction with a sale of a strategic interest to
PAUL HASTINGSAdvent International. As part of high participation rate from the
the restructuring, Eton Park, an bondholders). In the restructuring,
anchor investor in Advent, sold Maxcom’s existing bondholders
down its interest consistent with were issued new secured bonds,
its investment strategy in Latin and the recapitalization included a
America, as Advent entered. In US$45 million capital infusion from
addition, various equity and equity Ventura. The interplay between the
linked interests in the forms of Mexican and U.S. corporate and
warrants and convertible notes securities rules, the U.S. SEC and
were restructured. At the same Mexican CNBV tender offer rules,
time, Invercap refinanced its and the U.S. bankruptcy rules all
syndicated loan facility with Credit being applied by a Mexican private
Suisse with the proceeds of a equity firm to acquire a Mexican
three tranche issuance of privately corporation created an innovative
placed notes to international and approach to M&A that has not
Mexican investors been tried before in any emerging
market
Maxcom: Representation of
a private equity firm Ventura Genomma Lab: | 9
in its successful takeover of
o Representation of Genomma
Maxcom, a facilities-based
Lab, one of the fastest growing
telecommunications provider.
pharmaceutical and personal
The takeover, led by Ventura on
care products companies in
behalf of a group of investors,
Mexico, in its contemplated
was accomplished through a
hostile takeover of New
simultaneous public tender offer
York Stock Exchange listed
for the shares of Maxcom in
company Prestige Brands,
Mexico and an SEC-registered
including the negotiation
tender offer in the U.S. The
and execution of a US$2.2
takeover was conditioned on
billion of acquisition financing
a complete reorganization of
commitment
Maxcom’s capital structure which
was accomplished by the filing o Representation of Genomma
of a prepackaged Chapter 11 Lab in the signing of a
bankruptcy plan in Delaware. strategic alliance agreement
The U.S. bankruptcy filing was with Televisa, the largest
needed to compel all of the media company in the
holders of Maxcom’s internationally Spanish-speaking world, to
traded bonds to agree to the sell and distribute personal
terms of the restructuring (after a care and over-the-counter
previous exchange offer attempt pharmaceuticals in the United
had not achieved a sufficiently States and Puerto Rico
Experience Across Latin AmericaExperience in Mexico (cont’d)
The strategic alliance will Grupo Bal: Representation of one Fibra Uno’s US$1 billion inaugural
operate through Televisa of the largest mining companies international debt offering,
Consumer Products USA in Latin America, Grupo Bal in a consisting of US$600 million of
(TCP), a company owned series of transactions, including: 5.250% Senior Notes due 2024
by Televisa and Genomma and US$400 million of 6.950%
o Representation of a bidder
Lab. The agreement will Senior Notes due 2044. Fibra Uno
in an offer to purchase BBVA
enable Genomma Lab to becomes the first Mexican FIBRA
assets in Latin America
expand its brands beyond to issue debt in the international
Mexico and Latin America by o Representation of a bidder in capital markets in this ground-
accessing a Hispanic market an offer to purchase Mexican breaking transaction which also
of approximately 50 million insurance company Aba marks the largest debt issuance by
consumers with a purchasing Seguros a real estate entity in Latin America
power of over US$870 billion and the first issuance of 30-year
annually while leveraging off o Representation of a bidder notes by a REIT. The notes were
of Televisa’s reach and name in an offer to purchase the issued pursuant to Rule 144A
recognition in the Hispanic Latin American pension, life and Regulation S in a several
market insurance and investment times oversubscribed offering.
management operations Paul Hastings attorneys also
10 | Kimberly-Clark de Mexico: of ING Group NV represented the initial purchasers
Representation of Eton Park
in Fibra Uno’s historic IPO in
Capital and Mexican private equity Other Equity and Debt 2011, its initial follow-on offering
interests in the US$400 million Capital Markets Deals in 2012 and subsequent follow-on
leveraged purchase of the paper
offerings in 2013 and 2014
products division of Kimberly-Clark Paul Hastings lawyers have been
de Mexico involved in a wide variety of matters Alfa: Representation of Alfa, one
in Mexico aside from initial public of the largest conglomerates in
Grupo México: Representation of offerings. We understand the complex Latin America, in its inaugural US$1
Grupo México in connection with linkages between legal, regulatory and billion international bond offering.
the US$4.2 billion merger of its economic issues implicated in any The offering involved the issuance
Mexican unit, Minera Mexico, with major Mexican transaction. Many of of US$500 million of 5.250% Senior
its Peruvian unit, Southern Peru the transactions we have worked on Notes due 2024 and US$500 million
Copper Corporation, an NYSE- in Mexico are first time debt offerings of 6.875% Senior Notes due 2044.
listed company. This was the by Mexican companies that involve Alfa became one of the select group
second largest M&A transaction substantially the same disclosure as of Latin American companies able
ever in Mexico initial public offerings. to access the 30-year international
Grupo Cementos de Chihuahua: bond market. The notes were
Our additional equity and debt
Representation of Mexican cement issued pursuant to Rule 144A and
experience in Mexico includes:
company Grupo Cementos de Regulation S in a more than four
Chihuahua in connection with its Fibra Uno: Representation of times oversubscribed offering. The
US$271 million acquisition of Mid Credit Suisse, Deutsche Bank, underwriters involved were Credit
Continent Concrete Company of the BBVA, and Santander as initial Suisse, Goldman Sachs, JP Morgan
United States purchasers in connection with and Morgan Stanley
PAUL HASTINGS Inbursa: Cementos de Chihuahua:
Representation of Citigroup, Scotia
o Representation of Credit Capital and BBVA in connection
Suisse, Bank of America with an offering of senior secured
Merrill Lynch and Citigroup high-yield notes for approximately
in the offering of US$1 billion US$250 million sharing collateral
of 4.125% 10 year bonds by on an equal and rateable basis
Inbursa a leading Mexican with the lenders of a Term Loan
commercial bank, which is Facility, issued by Cementos de
controlled by Carlos Slim and Chihuahua under Rule 144A/
members of the Slim family. Regulation S
The offering was Inbursa’s first
ever international debt offering. Promotora y Operadora
The bonds were issued de Infraestructura (Pinfra):
pursuant to Rule 144A and Representation of Credit Suisse,
Regulation S JP Morgan, Itaú BBA and GBM
as initial purchasers in connection
o Representation of Credit with Pinfra’s US$570 million follow-
Suisse, UBS, Citigroup on equity offering of Series “L” | 11
and BTG Pactual as initial Shares. Pinfra’s follow-on offering
purchasers in connection of Series “L” Shares was the first
with the offering by Spain’s L-share offering in Mexico in over
CaixaBank of shares 10 years. The issued stock was
representing approximately offered publicly in Mexico on the
6.4% of Inbursa. Inbursa, which Mexican Stock Exchange and
is listed on the Mexican Stock internationally pursuant to Rule
Exchange and is controlled 144A and Regulation S. Pinfra is a
by Carlos Slim and members leading operator of infrastructure
of the Slim family, is one of concessions in Mexico with 15
the leading financial services highway concessions and one port
holding companies in Mexico terminal concession
Unifin: Representation of Unifin, a Fresnillo PLC: Representation of
leading Mexican specialty finance Fresnillo PLC, the world’s largest
company focusing on the operating silver miner and one of the world’s
leasing industry, in its US$400 largest precious metals miners,
million inaugural international in connection with its inaugural
bond offering. The notes were international issuance of debt
issued pursuant to Rule 144A and securities. The several times
Regulation S in an offering heard to oversubscribed offering involved
be twelve times overscribed. The the issuance of US$800 million of
underwriters involved were Credit 5.500% Senior Notes due
Suisse, Citigroup and Scotiabank
Experience Across Latin AmericaExperience in Mexico (cont’d)
2023 pursuant to Rule 144A and in two separate offerings as
Regulation S. The underwriters reopenings of Axtel’s Senior
involved were Citigroup, Deutsche Secured Notes due 2020. The
Bank and JP Morgan Senior Secured Notes due
2020 issued in connection
Axtel:
with the exchange offer were
o Representation of Citigroup also issued as a reopening of
and Credit Suisse as initial the same series of bonds in
purchasers in a US$150 exchange for a portion of two
million issuance of senior other series of Axtel’s debt
secured bonds in connection securities: Axtel’s outstanding
with a financing for Mexican 7.625% Senior Notes due
telecommunications company 2017 and 9.00% Senior Notes
Axtel. These senior secured due 2019, with the 2017
bonds were offered pursuant notes taking priority in the
to Rule 144A/Regulation S and exchange. This complex liability
issued as a reopening of Axtel’s management transaction,
Senior Secured Notes due which effectively represented
12 | 2020. Prior to this issuance, three distinct issuances of
Axtel conducted a consent securities, was successfully
solicitation of the existing accomplished in order to “term
holders of Senior Secured out” certain of Axtel’s most
Notes due 2020 to allow this immediately maturing debt
new issuance and additional
o Representation of Citigroup
secured debt to be secured by
and Credit Suisse as dealer
the same collateral securing the
managers in connection with a
existing Senior Secured Notes
US$350 million exchange offer
due 2020, and we represented
by a subsidiary of Axtel. This
Citigroup and Credit Suisse
was a successful use of the
as solicitation agents in that
capital markets to accomplish a
successful consent solicitation
restructuring of Axtel’s existing
o Representation of Citigroup high yield bonds
and Credit Suisse as dealer
o Representation of Credit
managers in a US$115 million
Suisse and Bank of America
exchange offer and initial
as underwriters in a US$300
purchasers in a new US$36
million Rule 144A/Regulation S
million issuance of senior
offering of 9.00% Senior Notes
secured bonds in connection
due 2019, and in the US$190
with a financing for Axtel.
million reopening, by Axtel
The new financing of senior
secured bonds was issued
PAUL HASTINGS Metalsa: Representation of Senior Notes due 2022 notes pursuant to a reopening
Metalsa, one of the world’s pursuant to Rule 144A and due to high investor demand.
largest manufacturers of structural Regulation S. This transaction Concurrently with the new notes
components for the automotive marks the first international offering, Paul Hastings also
industry, on its inaugural offering by Alpek, since its IPO represented Credito Real in
international issuance of debt in early 2012, also handled by connection with its cash tender
securities. The several times Paul Hastings attorneys offer for any and all of its US$210
oversubscribed offering involved million 10.250% Senior Notes
Nemak: Representation of
the issuance of US$300 million due 2015 (the “2015 notes”)
Nemak, one of the world’s largest
of 4.90% Senior Notes due issued in 2010, and the related
manufacturers of powertrain
2023 pursuant to Rule 144A and consent solicitation to amend the
components for the automotive
Regulation S. Based on credit provisions of the 2015 notes. The
industry, in connection with its
rating and terms, we understand dealer managers of the tender
inaugural international issuance
from the investment bankers offer were Barclays and Bank
of high yield debt securities. The
involved in the transaction that of America Merrill Lynch. Paul
offering involved the issuance
this was one of the most favorably Hastings previously represented
of US$500 million of 5.500%
priced debt securities offerings in Credito Real in its initial public
Senior Notes due 2023 pursuant
Latin America offering in October 2012
to Rule 144A and Regulation | 13
Alpek: S. Based on credit rating and Financiera Independencia
terms, we understand from the (Findep):
o Representation of Alpek, investment bankers that this was
the largest petrochemical one of the most favorably priced
o Representation of Barclays,
company in Mexico and one debt securities offerings in Latin
HSBC and BCP Securities
of the largest in the world, in America
in the offering of US$200
connection with an international million of 7.500% 5 year
issuance of debt securities. Credito Real: Representation bonds by Findep, one of the
The offering involved the of Credito Real, a Mexico-based largest microfinance lenders
issuance of US$300 million of consumer lender, in connection to individuals in Mexico.
5.375% Senior Notes due 2023 with its international issuance Approximately US$170 million
pursuant to Rule 144A and of high-yield debt securities. of the net proceeds of the
Regulation S. The underwriters The offering was underwritten offering is being used to
involved were HSBC and JP by Barclays, Bank of America fund the cash tender offer
Morgan Merrill Lynch and Credit Suisse for Findep’s outstanding
and involved the initial issuance 10.0% bonds due 2015. Paul
o Representation of Alpek, in of US$350 million of 7.500% Hastings also acted as counsel
connection with its inaugural Senior Notes due 2019 (“new to Barclays, HSBC and BCP
international issuance of debt notes”) pursuant to Rule 144A Securities as dealer managers
securities. The oversubscribed and Regulation S, which was in the tender offer
offering involved the issuance shortly followed by an additional
of US$650 million of 4.500% issuance of US$75 million of new
Experience Across Latin AmericaExperience in Mexico (cont’d)
o Representation of Morgan o Representation of Merrill by Televisa. Televisa is the
Stanley and Bank of America Lynch & Co., as sole global largest Spanish language
Merrill Lynch in the issuance of coordinator for a syndicate media company in the world
US$200 million of senior notes of underwriters including and provides most of the
by Findep Santander Investment and Citi, programming for the U.S.
in the SEC-registered equity television network Univision
ICA: offering of ICA
o Representation of Citigroup,
o Representation of Barclays, o Representation of Citigroup Deutsche Bank, HSBC
Credit Suisse, Deutsche Bank, Global Markets Inc. and the and Morgan Stanley as
Morgan Stanley and Bank of other underwriters in the underwriters in connection with
America Merrill Lynch in the issuance by ICA of US$535 an SEC registered issuance of
offering of US$700 million of million of new shares locally in a debt securities of Televisa. The
8.875% 10 year bonds by ICA, public offering and in the United several times oversubscribed
one of the largest infrastructure States in an SEC registered offering involved the issuance
companies in Latin America. offering of Ps. 6.5 billion of 7.25%
Approximately US$200 million Peso-denominated Senior
of the offering will be used to o Representation of lead Notes due 2043, Payable in
fund the cash tender offer for manager Citigroup and co- Mexican Pesos, pursuant to a
14 |
ICA’s outstanding bonds. Paul manager Merrill Lynch & Co. in registration statement filed with
Hastings also acted as counsel connection with a global equity the SEC. We understand from
to Credit Suisse and Deutsche offering by ICA of US$230 the parties to the transaction
Bank as dealer managers in the million of common stock in a that this was the lowest coupon
tender offer public offering in Mexico and in ever for a 30-year note in local
a private offering to institutions currency by any corporate
o Representation of Bank in the United States
of America Merrill Lynch, issuer in Latin America
Deutsche Bank, and Goldman o Representation of the dealer o Representation of Credit
Sachs in the issuance of in a Rule 144A/Regulation S Suisse as sole bookrunner in a
US$350 million of senior commercial paper facility of US$600 million bond issue by
guaranteed notes by ICA in an US$150 million issued by ICA Televisa
international offering under Rule
Televisa: Paul Hastings lawyers
144A/Regulation S o Representation of the initial
have acted as designated purchasers in Televisa’s 4.5
o Representation of Bank of underwriters’ counsel for all of billion peso note (approximately
America Merrill Lynch, Morgan Televisa’s debt offerings: US$412 million) offering in
Stanley and Santander in the global debt markets. This
o Representation of Credit
issuance of US$400 million landmark 30-year note was
Suisse, Deutsche Bank and
of senior notes, and in the the longest dated peso-
HSBC Securities in the SEC
US$100 million reopening, by denominated debt security ever
registered offering of US$1
ICA in an international offering issued by a Mexican company
billion of 5% 30 year bonds
under Rule 144A/Regulation S in the international markets
PAUL HASTINGSo Representation of HSBC registered secondary offering million 13% Senior Notes due 2014
Securities (USA) Inc. and JP by Aeroinvest of shares of OMA. underwritten by Credit Suisse
Morgan as the initial purchasers OMA, which is listed on NASDAQ and Merrill Lynch & Co., and in
in the issuance by Televisa of (OMAB) and the Mexican Stock the US$30 million reopening
US$500 million of securities in Exchange (OMA), operates, of the 2014 senior notes. Also
a ten-year notes offering maintains and develops 13 airports representation of Casas Javer in
in Mexico, concentrated in the its related exchange offer and new
o Representation of Credit Suisse country’s central and northern money offering of over US$250
First Boston and Citigroup in regions, including Monterrey. The million in the aggregate of new
connection with the offering shares and ADRs were sold by Senior Notes due 2021 and in
under Rule 144A/Regulation S a subsidiary of ICA, the largest the US$50 million reopening
by Televisa of US$200 million of infrastructure company in Mexico of the 2021 Senior Notes. Also
senior notes representation of Casas Javer in
Petrotemex: Representation multiple syndicated bank financings
o Representation of Credit Suisse of Petrotemex, a subsidiary of
First Boston and Citigroup in in excess of US$250 million
Mexico’s largest petrochemical
connection with the offering company, Alpek, in its cash tender Grupo Papelero Scribe:
under Rule 144A/Regulation S offer for US$275 million, and Representation of Grupo Papelero
by Televisa of US$400 million of consent solicitation to amend the Scribe, the largest producer of | 15
senior notes provisions of Petrotemex’s 9.5% notebooks and printing and writing
o Representation, as U.S. Senior Notes due 2014, issued in paper in Mexico, in its offering of
counsel, of the initial 2009 US$300 million aggregate principal
purchasers in a Rule 144A/ amount of 8.875% Notes, and the
Banorte: Representation consent solicitation thereunder in
Regulation S offering of Banorte, a Mexican financial
US$400 million of Medium connection with Scribe’s sale to
services company and its selling Bio Pappel
Term Notes issued by Televisa shareholder, Gruma, in an
o Representation, as U.S. international secondary offering of Promotora Ambiental (PASA):
counsel, of the initial Banorte common shares by the Representation of the international
purchasers in connection selling shareholder. The US$762 placement agents for the
with the offering by Televisa million offering was conducted as international tranche in the offering
of US$600 million aggregate a public offering on the Mexican of US$100 million of common
principal amount of its 6.625% Stock Exchange and a Rule 144A/ shares in an initial public offering in
Senior Notes due 2040 Regulation S offering in the United Mexico. PASA is a leading waste
States and internationally and was management firm
Grupo Aeroportuario the largest Mexican equity offering
del Centro Norte (OMA): Casa Cuervo: Representation of
in 2011
Representation of BofA Merill Citibank as lender in connection
Lynch (Global Coordinator), BBVA, Casas Javer: Representation with the US$240 million bilateral
Santander, Barclays and Morgan of Casas Javer, one of the largest facility for Casa Cuervo, a
Stanley as Joint Bookrunners housing development companies Mexican company and the leading
in connection with the SEC in Mexico, in a Rule 144A/ manufacturer and distributor of
Regulation S offering of US$180 tequila
Experience Across Latin AmericaExperience in Mexico (cont’d)
Mabe: the dealer manager in the 9.75% senior notes due 2017
tender offer, in the issuance by pursuant to a reopening under
o Representation of Mabe,
Durango, a major Latin American Rule 144A/Regulation S
a Mexican manufacturer
paper producer, of US$520
and distributor of white line Grupo Senda Autotransporte:
million of high yield bonds in an
products, in connection Representation of Credit Suisse,
international offering under Rule
with its offer to exchange its the underwriter of the offering,
144A/Regulation S. Concurrent
6.500% Senior Guaranteed in connection with the issuance
with the offering, Durango also
Notes due 2015 for its 7.875% by Grupo Senda Autotransporte,
successfully completed a tender
Senior Guaranteed Notes due the largest bus transportation
offer for its outstanding US$433.8
2019 and the related consent company in Mexico, of US$150
million Series B step-up rate senior
solicitation. The transaction million of secured high yield bonds
secured guaranteed notes due
involved the issuance of in an international offering under
2012
approximately US$130 million Rule 144A/Regulation S
in aggregate principal amount KUO:
of 2019 Notes in exchange for Simec: Representation of
tendered 2015 Notes pursuant o Representation of the initial Citigroup Global Markets, Inc. and
to a reopening of the series. purchasers in connection with Morgan Stanley Incorporated in
Also, representation of Mabe an international issuance of the US$217 million SEC-registered
16 |
in its consent solicitation debt securities by Kuo, one offering of common shares of
for the amendment of the of the largest conglomerates Simec. The offering consisted of
indenture governing the notes in Mexico. The transaction ADSs listed on the American Stock
due 2019 in connection with involved the issuance of Exchange and Series B shares
the purchase of Mabe by US$325 million of 6.25% Senior listed on the Bolsa in Mexico
AB Electrolux of GE’s Major Notes due 2022 pursuant to
Gruma:
Appliances Division Rule 144A and Regulation S
coupled with a cash tender o Representation of Gruma, the
o Representation of Mabe in offer for the company’s existing world’s largest tortilla and corn
connection with its offering senior notes flour producer, in its US$400
of US$350 million aggregate million international bond
principal amount of its 7.875% o Representation of Citi and
offering and the redemption
Senior Notes due 2019 Credit Suisse, as joint
of likely the only corporate
bookrunners and joint lead
o Representation of Mabe in perpetual bond ever issued in
managers, in the issuance by
connection with its inaugural Mexico. The notes were issued
Kuo of US$200 million of 9.75%
international securities offering pursuant to Rule 144A and
Senior Notes due 2017 in an
under Rule 144A/Regulation Regulation S in a more than
international offering under Rule
S of US$200 million of Senior seven times oversubscribed
144A/Regulation S
Guaranteed Notes due 2015 offering
o Representation of Credit Suisse
Durango: Representation of o Representation of Gruma in its
in connection with the offering
Merrill Lynch, the sole bookrunning US$300 million perpetual bond
by Kuo of US$50 million
manager of the offering and offering. This transaction was
aggregate principal amount of
the first perpetual bond deal
PAUL HASTINGSever completed by a corporate glass manufacturer in Mexico, and
issuer in any market. The deal one of the largest in the world,
was named “International backed by more than 100 years of
Corporate Bond of the Year” by experience in the industry
Latin Finance Magazine
Consorcio ARA: Representation
o Representation of Gruma of Consorcio ARA, a Mexican
in connection with an SEC- housing company in its Rule 144A/
registered offering of 21 million Regulation S US$230 million
shares of common stock. secondary stock offering
Gruma is one of the world’s
URBI:
leading tortilla and corn flour
producers o Representation of URBI in
connection with its offering of
Banorte:
US$500 million of its 9.75%
o Representation of the largest Senior Notes due 2022
non-foreign owned bank
o Representation of URBI in
in Mexico in its Rule 144A/
connection with its offering | 17
Regulation S offering of
of US$300 million of its 9.5%
US$600 million of Tier 1 and
Senior Notes due 2020
Tier 2 capital securities. This
was the largest offering of o Representation of URBI in its
capital securities by a Mexican issuance of US$280 million in
bank a global equity offering under
Rule 144A/Regulation S
o Representation of Banorte
in its Rule 144A/Regulation o Representation of URBI in its
S offering of US$300 million inaugural high yield offering of
senior notes US$200 million of Notes
Hipotecaria Su Casita: Controladora Comercial
Representation of the largest Mexicana (CCM):
mortgage bank in Mexico in its
inaugural placement of US$150 o Representation of lead
million high yield bonds in a Rule manager Merrill Lynch in
144A/Regulation S offering structuring and closing the
issuance by Mexican retailer
Vitro: Representation of Vitro in CCM, a leading Mexican
its US$1 billion offering of high supermarket chain, of three
yield securities, the largest high billion pesos (US$271 million) of
yield securities offering ever out securities in a “EuroPeso” 20-
of Latin America. Headquartered year high yield notes offering
in Monterrey, Vitro is the leading
Experience Across Latin AmericaExperience in Mexico (cont’d)
o Representation of Citicorp Famsa: Bank Financings
Securities, Inc. in a US$130
o Representation of Famsa, a Sigma Alimentos:
million offering of senior notes
leading company in the Mexican Representation of Sigma
by CCM pursuant to Rule
retail and finance sectors, in Alimentos, the largest producer
144A/Regulation S
connection with its international and distributor of refrigerated
Industrias Unidas: issuance of high-yield debt and frozen food in Mexico, in a
Representation of Industrias securities. The offering was US$1 billion term loan from The
Unidas, one of the largest underwritten by Credit Suisse Bank of Tokyo-Mitsubishi UFJ,
diversified manufacturing and Citigroup and involved the Ltd., as Administrative Agent,
conglomerates in Mexico, in its issuance of US$250 million of Lead Arranger and Bookrunner.
inaugural U.S. securities offering of 7.250% Senior Notes due 2020 The proceeds were used for an
US$200 million high yield notes pursuant to Rule 144A and acquisition financing
Regulation S. This transaction
Homex: marks the first international notes Nemak:
o Representation of Homex, in offering by Famsa since 2010
o Representation of Nemak,
a US$400 million Rule 144A/ o Representation of Famsa in the a Mexico-based company
Regulation S offering of 9.75% issuance of US$200 million of engaged primarily in the
18 | Senior Guaranteed Notes due 11% senior notes due 2015 in production of aluminum engine
2020 by Homex an international offering under blocks, cylinder heads and
Rule 144A/Regulation S transmission components,
o Representation of Homex, in
in a US$465 million senior
a US$250 million Rule 144A/ GEO: Representation of Morgan unsecured loan from BBVA
Regulation S offering of 9.5% Stanley, Citi and Santander in the Securities Inc., Citigroup Global
Senior Guaranteed Notes due issuance of US$250 million of high Markets., Inc., HSBC Securities
2019 by Homex yield bonds by GEO, the largest (USA) Inc., Santander
o Representation of Homex, in homebuilder in Mexico in terms of Investment Securities Inc., and
a US$250 million Rule 144A/ revenues, in an international offering Citibank, N.A.
Regulation S offering of 7.5% under Rule 144A/Regulation S
o Representation of Nemak,
Senior Guaranteed Notes due Petrotemex: Representation in a US$215 million senior
2015 by Homex of Credit Suisse and HSBC as unsecured term loan facility
SARE Holding: Representation of joint lead arrangers in connection
with a US$600 million loan to Grupo Senda Autotransportes:
Banco Bilbao Vizcaya Argentaria
Petrotemex one of Mexico’s leading Representation of Grupo Senda
and Santander Investment
chemical companies, to fund its Autotransporte, a Monterrey,
Securities Inc. in the offering of
acquisition of Eastman Chemical’s Mexico based company and
approximately 62 million shares of
polyethylene terephthalate (PET) one of the largest providers of
common stock of SARE Holding
business in the US transportation services in Mexico
pursuant to Regulation S
in a Mexican peso 2.5 billion
PAUL HASTINGSsenior secured dual facility/dual Metalsa: URBI: Representation of URBI, in
currency financing. The financing multiple bank financings in excess
o Representation of Metalsa, of US$900 million
consisted of a peso denominated
one of the world’s largest
Mexican law governed senior
manufacturers of structural Lamosa: Representation of
secured syndicated facility with
components for the automotive Lamosa, in multiple bank financings
a group of Mexican lenders
industry in a US$120 million in excess of US$600 million
and a US dollar denominated
bilateral loan with the Canadian
New York law governed senior Casas Javer: Representation
Development Bank EDC
secured facility with a group of of Casas Javer, in multiple bank
non-Mexican lenders. The two o Representation of Metalsa in a financings in excess of US$250
facilities will share in the same US$150 million syndicated loan million
collateral and an intercreditor with Bank of America Merrill
agreement was entered into Lynch Structured Finance and
effectively linking the two facilities Securitization
and defining the lenders’ rights Mabe: Representation of Mabe,
to the collateral. BBVA Bancomer a Mexican manufacturer and GMAC-REC: Representation
acted as administrative agent on distributor of white line products, in of GMAC-RFC on the first true
the US facility. Banorte and BBVA a US$150 million senior unsecured securitization of mortgages in
Bancomer acted as structuring term loan facility the Mexican capital market, in | 19
agent and administrative agent for which a trust issued a program
Gruma: Representation of Gruma, of certificados bursátiles in the
the Mexican bank syndicate on the
the world’s largest tortilla maker, in local Mexican markets in a Reg
Mexican facility. BBVA Bancomer
obtaining an unsecured US$300 S transaction. Before the transfer
acted as intercreditor agent
million 1-year term bridge loan with to the trust (made possible by
BBVA Securities: Representation Goldman Sachs Bank, USA, Banco a change in Mexican law), the
of BBVA Securities as the Santander (México), Institución de mortgages ran in favor of the
mandated lead arranger for a Banca Múltiple, Grupo Financiero two Mexican mortgage banks
US$150 million financing facility for Santander México, and certain (“Sofoles”): GMAC-Hipotecaria,
Corporación San Luis other financial institutions a GMAC-RFC subsidiary, and
SuCasita
Alpha Credit: Representation of Cambridge-Lee Industries
Alpha Credit, a Mexican non-bank (CLI): Representation of CLI, a US GEO: Representation of GEO in
financial institution and payroll subsidiary of Industrias Unidas, in connection with the offering of
lender, in an innovative secured a US$135 million ABL revolving US$160 million 9.625% Notes due
lending structure that opened up credit facility and term loan 2021 pursuant to a securitization
a key source of funding to this arrangement
Homex: Representation of Homex,
institution, which does not accept
in multiple bank financings in
deposits
excess of US$800 million
Experience Across Latin AmericaExperience in Mexico (cont’d)
Hipotecaria Su Casita: 11 bankruptcy plan in Delaware. Gruma: Representation of Gruma,
Representation of Hipotecaria Su The U.S. bankruptcy filing was the largest tortilla company in
Casita on the first cross-border needed to compel all of the the world, in connection with the
Mexican residential mortgage holders of Maxcom’s internationally restructuring of approximately
securitization, in which a trust is traded bonds to agree to the US$900 million of its foreign ex-
issuing two classes of Notes, the terms of the restructuring (after a change swap counterparty obli-
US$232.5 million Class A Insured previous exchange offer attempt gations as well as approximately
Residential Mortgage-Backed had not achieved a sufficiently US$500 million of commercial bank
Floating Rate Notes due 2035 and high participation rate from the loans and other obligations. The
the Peso 226.5 million Class B bondholders). In the restructuring, Gruma restructuring was named
UDI-Indexed Residential Mortgage- Maxcom’s existing bondholders the “Restructuring Deal of the Year
Backed 6.47% Notes due 2035, were issued new secured bonds. 2009” by Latin Lawyer
in a Rule 144A/Regulation S The takeover was accomplished
transaction. This is a wrapped through a simultaneous public Industrias Unidas: Representa-
deal in which the monoline, MBIA tender offer for the shares of tion of Industrias Unidas, one of
Insurance Corporation, is insuring Maxcom in Mexico and an SEC- the largest diversified manufactur-
the Class A Notes registered tender offer in the U.S., ing conglomerates in Mexico, in
that needed to be coordinated with connection with the restructuring of
20 | Petróleos Mexicanos (Pemex): over US$340 million of its long-term
the Chapter 11 process in order
Representation of Pemex, the consolidated indebtedness, includ-
to close almost simultaneously.
national oil company of Mexico, ing U.S. bankruptcy proceedings
Through the related transactions,
and Pemex Finance in connection involving two of its subsidiaries.
Maxcom accomplished a
with its oil receivables-backed This was the only large successful
recapitalization and debt
Regulation S/Rule 144A multi- restructuring of defaulted securities
restructuring that was expected
billion U.S. dollar notes offerings. in Mexico in 2011, and the first time
to significantly reduce Maxcom’s
These notes were subsequently Section 1145 of the U.S. bank-
debt service expense and position
registered with the SEC pursuant to ruptcy code was used to provide
Maxcom for growth with a US$45
exchangeable notes offerings creditors in different classes from
million capital infusion from Ventura
around the world the benefit of get-
Restructurings Axtel: Representation of ting freely transferable restructured
Citigroup and Credit Suisse as securities, while exempt from SEC
Maxcom: Representation of a
dealer managers in connection registration
private equity firm Ventura in its
with a US$350 million exchange
successful takeover of Maxcom, a
offer by a subsidiary of Mexican Vitro: Representation of Vitro in re-
facilities-based telecommunications
telecommunication company, Axtel. cent debt restructuring. Headquar-
provider. The takeover, led by
This was a successful use of the tered in Monterrey, Vitro is the lead-
Ventura on behalf of a group
capital markets to accomplish a ing glass manufacturer in Mexico,
of investors, was conditioned
restructuring of Axtel’s existing high and one of the largest in the world,
on a complete reorganization
yield bonds backed by more than 100 years of
of Maxcom’s capital structure
experience in the industry
which was accomplished by the
filing of a prepackaged Chapter
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