Banking & Finance
The Banking and Finance practice of Jáuregui y Del Valle regularly advises some of the world’s leading financial institutions. They include commercial and investment banks, broker dealers, finance companies, insurers, reinsurers, leasing companies, factoring companies, investment funds, pension funds, fintech entities and other institutional investors. We also advise family offices and entrepreneurs.
The practice has gained recognition of the market for its creativity, its response capacity and its deep knowledge of the products and financing structures, whether within Mexico or in cross-border matters.
For many years, we have advised lenders, borrowers, intermediaries and issuers of securities in a wide range of operations and industries. We have vast experience in the structuring, negotiation and implementation of corporate financing operations. We actively represent clients on the granting of short, medium and long term credit lines in a wide range of industries, both from the point of view of the creditor and the accredited. Our lawyers have an in-depth knowledge of the law and the market practice applicable to bilateral and syndicated, guaranteed and unsecured loans, including the granting of credits in multiple currencies or subject to conversion of currency or interest rate. The practice also has considerable experience of representing multilateral financial organizations and export financing agencies.
Our lawyers advise across all Regulatory, Organizational, Corporate Governance and Financial Product Development issues. We have participated in the Constitution, Acquisition and Merger of financial institutions of all kinds, including subsidiaries of foreign institutions. We also regularly advise financial entities in compliance with their regulatory obligations.
In addition, we frequently advise brokerage houses and issuers on public and private bids of debt and equity instruments, in the Mexican securities market and in international markets. We also advise public corporations and their shareholders in the compliance with their obligations in accordance with the provisions applicable to the stock market. Our experience includes the realization of initial public offerings, public tender offers, cancellation of registration and delisting of securities, offers of debt securities, issuances of structured securities, including stock market development certificates (CKD) and real estate trust certificates (FIBRAs).
We have been an important player in the development of the Mexican Securities Market and in the elaboration of the applicable regulations for new financial products. We have also advised Mexican regulatory entities on the drafting of laws, regulations and regulatory provisions applicable to financial entities.
Alongside our Litigation practice, we have represented our clients within the Finance sector in all types of litigation, before judicial, administrative and arbitration panels.
As part of our Banking and Financial practice, we combine the experience of our experts in Financial, Technology, Data Protection, Intellectual Property and Money Laundering Prevention to serve clients who are revolutionizing financial services by participating in crowdfunding operations, virtual currencies and e-wallets, for which we provide innovative, specialized and vanguard legal services.
The main sub-practices within the Banking and Financial practice include:
Corporate Financing and Export Financing
Project Financing and Energy Financing
Structured Financing
Private Capital
Derivatives
Banking and Regulatory
Financial Institutions
Re-structuring and Distressed Assets
Capital markets
Insurance and Reinsurance
Litigation
Fintech and Payment Networks
Practice highlights
Jauregui y Del Valle advised PagoNxt Merchant Solutions, S.L. (“PagoNxt”), the affilaite of Banco Santander that operates autonomously and brings together the payments business, in the purchase of 70% of the shares Mercadotecnia, Ideas y Tecnología, S.A. de C.V. (“MIT”). MIT provides payment services for businesses in Mexico through products and services such as the point of sale terminals (POS), electronic commerce, mobile payments, call center, direct debits, recurring charges, CODI, among others. MIT and Getnet México, also an affiliate of Banco Santander, jointly provide their services as providers of technology and payment services to companies, SMEs and businesses. The transaction will allow Getnet to establish itself as the payment platform with the largest number of functions in Mexico. The acquisition shapes the payments platform with the largest number of functions in Mexico, which will continue to expand to add value to large businesses, companies and SMEs, accompanying them with technological solutions for their collection needs for both cards and digital payments. This transaction will set the course for digital payments in Mexico by adding the global strengths and capabilities of Santander and Getnet, along with the innovation and speed of execution of MIT, which quickly translate the needs of merchants into cutting-edge technological solutions to boost payments mostly in the digital world.
Santander Group acquired merchant payment solutions company Elavon México for MX$1,600 million (approximately US$86 million). Elavon México operates in the country through its strategic partnership with Banco Santander México. The company will be 49% owned by Santander Mexico and 51% by Santander Merchant Platform Solutions (SMPS), which belongs to Santander Group. Elavon México operates Banco Santander’s merchant acquiring business in Mexico, a relationship which dates back to 2010. It performed extremely well and built a strong team that will now form part of Banco Santander México. The alliance ranks second in the Mexican merchant services market, with around 140,000 active customers (16% market share) and 250,000 card payment terminals as of December 2019. In addition to the antitrust approval, the transaction required the approval form the National Banking and Securities Commission. The transaction was notified to the New York, Madrid and Mexico City stock exchanges.
Representation of Rappi, Inc., one of the most important Latin American companies in obtaining authorization from the National Banking and Securities Commission for the establishment of an Electronic Payment Funding Institution.
Jáuregui y Del Valle represented Bank of Montreal in a large number of guaranteed financing matters denominated in dollars, including, among other recent transactions, the financing granted to PenPack, Balboa Water Group and Jonathan Manufacturing Corporation and its Mexican subsidiaries.
Jáuregui y Del Valle represented GE Real Estate Mexico in the restructuring of Grupo GICSA’s debt, which involved the signing of credit agreements for US $1,000 million with a complex collateral package. It was considered the largest bilateral real estate financing in Mexico.
Jáuregui y Del Valle represented one of the main tuna companies in Mexico on the financing granted by an international private equity fund consisting of the granting of a loan, as well as the acquisition of a share in the company’s capital stock.
Jáuregui y Del Valle advised the largest industrial crane operator in Latin America in the simultaneous contracting of a US$40 million loan agreement with a US$30 million Green Shoe from Credit Suisse, to be used for working capital purposes, and a US$30 million loan agreement with DEG-Deutsche Investitions-und Entwicklungsgesellschaft, to be used to buy and import heavy duty machinery. Both loans were secured with industrial construction yards subject to port authority approval, heavy duty machinery, transportation equipment and receivables. The transaction involved complex negotiations of lender sharing of collateral.
Jáuregui y Del Valle advised a Mexican developer on the structuring, development and financing of two projects to produce advanced bioethanol based on sugarcane and electric power, which included private property and ejidal issues, transport, storage and dispatch of fuel and storage facilities and cogeneration of electric power. Each project is valued at approximately US$330 million and includes the structuring of large areas of farmland and the construction of technified irrigation systems.
Jáuregui y Del Valle Advised Grupo de Inversiones Suramericana, or “Grupo Sura”, in the acquisition of (i) the Administradora de Fondos para el Retiro (Pension Fund Managing Company) and the Sociedades de Inversión Especializadas en Fondos para el Retiro (Special Retirement Fund Investment Companies) managed by it, (ii) the Institución de Seguros especializada en el Ramo de Pensiones (Pension Fund Insurance Company), and (iii) the Sociedad Operadora de Sociedades de Inversión (Mutual Fund Management Company) and the Sociedades de Inversión (Mutual Funds) managed by it, all of them owned by Grupo ING in Mexico, including the negotiation of the Stock Purchase Agreement (Contrato de Compraventa de Acciones), the due diligence and the processing and securing of all regulatory approvals required by the Comisión Federal de Competencia Económica (Federal Economic Competition Commission), the Secretaría de Hacienda y Crédito Público (Ministry of Finance and Public Credit), the Comisión Nacional Bancaria y de Valores (National Banking and Securities Commission), the Comisión Nacional del Sistema de Ahorro para el Retiro (National Retirement Savings System Commission), and the Comisión Nacional de Seguros y Fianzas (National Insurance and Bonding Commission). This particularly innovative transaction called for our multidisciplinary advice and the formation of investment vehicles in The Netherlands, Spain and Colombia as holders of the stock acquired by Grupo Sura. We also worked with the Mexican authorities to amend the Reglas para el Establecimiento de Filiales de Instituciones Financieras del Exterior (Rules to Form Affiliate Companies of Foreign Financial Institutions) as well as the Reglas para la Constitución de Administradoras de Fondos para el Retiro Filiales (Rules for the Incorporation of Affiliated Retirement Fund Managers) so as to be able to adopt the legal and corporate structure that we proposed for the transaction. Grupo Sura’s public offering of stock was the largest in Colombia due to its amount (close to US$1.82 million). This transaction was nominated for the “Deal of the Year” award by the International Financial Law Review (IFLR) and won the Latin Lawyer “Deal of the Year” award.
Jáuregui y Del Valle the syndicate of lenders including the US Ex-Im Bank, Export, Development Canada and a group of commercial banks and other lenders in the approximately US$759 million financing for the construction and development of The Boleo Project, a polymetallic mining project in the State of Baja California Sur, involving, inter alia, the development of a power cogeneration facility at the site, as well as private and communal land (ejido) real estate, water, reinsurance and ports matters.
Jáuregui y Del Valle represented Calyon in the structuring and implementation of a guaranteed financing for the amount of US $ 3.75 billion dollars to Hylsa, S.A. of C.V. for the leveraged acquisition of control of the Mexican public steel company Grupo IMSA, S.A.B. of C.V This was achieved through the public offer of acquisition of the shares representing the capital of Grupo IMSA, S.A.B. of C.V. and subsequently, the firm obtained the cancellation of the registration of these shares at the National Securities Registry and the cancellation of its listing on the Mexican Stock Exchange.
AWARDS
Jáuregui y Del Valle, S.C., boasts a ‘very versatile’ banking and finance practice, valued by clients for its ‘availability and technical mastery´. Legal 500.
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