Holland & Knight's Mexico Office Financial Services

Financial Services Attorneys in Holland & Knight's Mexico City office are highly experienced in all types of financings. In particular, we have extensive public finance knowledge. Members of our Financial Services Team are focused on local and cross-border financing, including aircraft financing, corporate financing, real estate financing, and all other types of asset financing. In addition, we have significant experience in complex financing structures, including equity release financing and subordinated debt.

Our attorneys have participated in highly visible financings and debt restructurings for local governments in Mexico as well as numerous representations of local and foreign banks in all types of financings.

STRUCTURED FINANCE AND SECURITIZATION Leading Role in Forming the Mexican Securitization Industry Members of our Mexico Practice have been key participants in the formation of the Mexican securitization industry, including the following matters.  Represented Mexico's Infonacot (Instituto del Fondo Nacional para el Consumo de los Trabajadores), a government consumer lending agency for workers, in a MX$2.7 billion (approximately US$200 million) financing with Nacional Financiera S.N.C.  Advised Infonacot in a US$230 million consumer loan securitization on the Mexican Stock Exchange as part of Infonacot's US$330 million debt program  Advised Infonacot in a US$45 million (MX$800 million) securities issuance on the Mexican Stock Exchange, with Actinver Casa de Bolsa S.A. de C.V. acting as placement agent; the issuance is part of Infonacot's US$570 million (MX$10 billion) debt program  Represented Banco Latino Americano de Comercio Exterior S.A. (Bladex) in a MX$1.5 billion (US$75 million) issuance and offer of securities  Represented Goldman Sachs in a cross-border, asset-backed bridge and term financing, as lender and sole lead arranger, and a syndicate of national and foreign banks in the acquisition of GE leasing business in Mexico by Linzor Capital Partners  Acted as deal counsel in Sistema de Crédito Automotriz's (SICREA) successful completion of its MX$2 billion (US$160 million) program and final MX$250 million (US$20 million) revolving issuance of its 2017 domestic bonds (certificados bursátiles)  Retained by the Ministry of Finance (Secretaría de Hacienda y Crédito Público, or SHCP) to work on the structure that allowed states and municipalities to securitize its revenues  Retained by the Federal Mortgage Society (Sociedad Hipotecaria Federal, or SHF) to prepare the first set of form documents to implement the inaugural mortgage-backed securitization in Mexico  Provided counsel to SHF regarding the amendment of the Mexican Securities Law to delineate the characteristics of the certificados búrsatiles  Advised the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, or CNBV) in the amendment of the Mexican Securities Law to delineate the characteristics of the certificado bursátil  Provided legal counsel to the SHF in the design and implementation of the BORHIS, the mortgagebacked security that was used to implement the first mortgage-backed securitizations in Mexico

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Precedent-Setting Transactions and Structures Our participation in several precedent-setting transactions and our development of a number of structures recognized as the Mexican market standards in securitization include the following: Public Offerings  Advised Fibra UNO in its US$700 million follow-on equity offering, the fourth international issuance by the Mexican real estate investment trust (REIT) since its initial public offering (IPO)  Represented Fibra Plus on its debut in the capital markets, raising MX$1.58 billion in its IPO as it became the 11th Mexican REIT (Fibra) to be listed on the Mexican Stock Exchange; Punto Casa de Bolsa and Finamex participated as lead and co-lead underwriters, respectively  Acted as deal counsel to Fibra Inn (FINN13), a Mexican REIT, in the issuance of US$53 million in bonds expiring in 2021; the issuance will allow the Monterrey-based company to collect up to US$265 million in the future  Represented Fibra Inn in the acquisition of four hotels in Chihuahua City for nearly $40 million and also helped the company gain authorization from the Comisión Federal de Competencia Económica (Cofece), the Mexican antitrust commission, for the purchase  Registration of US$769 million debt program for Mexico's Infonacot and landmark US$130 million debt issuance of certificados bursátiles on the Mexican Stock Exchange; debut of US$230 million debt program and US$12.5 million issuance for Abengoa Mexico on the same stock exchange  Follow-on US$2.5 billion public offering for Fibra UNO, Mexico's first publicly traded REIT and one of the largest REITs in the Americas  Designed the legal structure that allowed the state of Mexico to securitize its payroll tax in the amount of MX$2 billion, the first-ever securitization of state taxes in Mexico  Represented the government of the state of Veracruz in the securitization of vehicle ownership taxes – the first of its kind for securities issued by a Mexican state – in the amount of MX$6.3 billion  Represented a nonbank bank in the first-ever cross-border securitization of bridge loans with the financial guarantee insurance issued by a monoliner  Acted as sole legal counsel for the government of the state of Mexico in one of the country's largest debt restructures in the amount of MX$30 billion  Participated in the drafting of the 2008 Mexican energy reform and continue to play an active role in what is known as the "Next Generation Mexican Energy Reform"  Represented the North American Development Bank in the first project finance wind project in Northern Mexico  Represented FOVISSSTE, the entity in charge of granting housing credits for state workers in Mexico, in the largest cross-border, mortgage-backed securitization in Latin America  Participated significantly in the creation of the public debt offerings of states and municipalities by preparing what it is recognized as the "model legislation" to enable states and municipalities to tap the capital markets  Worked on the amendment of the finance laws of at least 12 Mexican states Public Finance  Advised Banco Multiva on three loan transactions to the states of Morelos (a loan of MX$838.5 million, approximately US$40 million), Veracruz (a loan of MX$5 billion, approximately US$250 million, as part of a financial reorganization totaling MXN$46 billion, approximately US$2.3 billion) and Nuevo Leon (a loan of MX$1.2 billion, approximately US$60 million); the loans were granted

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pursuant to Mexico's new law on financial discipline for federal entities and municipalities, with Banco Multiva selected as lender to the states through a competitive bidding process Represented Banco Multiva in the financing of MX$5 billion granted to the state of Quintana Roo as part of a MX$19 billion financial reorganization Advised Banco Multiva in a total of four loans to the state of Nuevo Leon for a combined amount of MX$6.6 billion (US$362 million) as part of a financial reorganization Represented the state of Sonora in a MX$1.5 billion financing granted by Banorte Represented two lenders in a series of credit facilities granted to a Mexican state for an aggregate amount of MX$7 billion Represented two lenders in the financial restructuring of a Mexican state for approximately MX$16 billion Represented the arranging bank in a MX$10 billion structured loan to the state of Veracruz Assisted Estrategia Financiera, the financial advisor for the state of Baja California Sur, in a MX$1 billion structured loan as well as the implementation of the first local infrastructure fund constituted after the Mexican National Infrastructure Fund (Fonadin) Represented the agent in the securitization of local taxes of the state of Oaxaca Represented the state of Chihuahua in the first securitization of federal proceeds in the amount of MX$1.2 billion Represented XL Capital Assurance in the granting of an insurance wrap of the securitization of the future revenues from the Matehuala bypass toll road Participated in the implementation of a private finance initiative (PFI) for the creation of a multimodal transference center in Mexico City Advised a construction company in the negotiation of a service provision project (PPS) contract with the Mexican federal government Participated in the first two toll road securitizations insured by a monoliner in Mexico Advised Banco Interacciones on the refinancing of an approximately MX$6 billion (US$320 million) loan to the state of Chihuahua

Structured Finance  Represented a German vehicle producer in a US$200 million financing for the construction of a new factory in Mexico  Represented a U.S. financial institution in a cross-border financing for the construction of a small luxury hotel in Acapulco  Represented a U.S. financial institution in a US$50 million cross-border financing for the development of a timeshare resort in Los Cabos, Baja California Sur  Represented a Mexican financial institution and the holding company in the establishment of a financing facility for a Mexican leasing company (leveraged lease financing) to purchase equipment and the corresponding guaranties over the leases and equipment  Represented a U.S. financial institution in the first cross-border timeshare financing in Mexican pesos in Ixtapa and Zihuatanejo in the state of Guerrero  Represented the buyer of an emblematic building in Mexico City (Torre Mexicana) in the financing facility  Participating in the drafting of several structure finance securities laws and regulations such as the Regulations for the Participation of Monoliners in the Capital Markets and the regulations for Mexican REITS (Fibras)

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OUR FINANCIAL SERVICES TEAM Carlos Ochoa

Alejandro Landa Thierry

Partner | Mexico City T +52.55.3602.8012 carlos.ochoa@hklaw.com

Partner | Mexico City T +52.55.3602.8002 alejandro.landa@hklaw.com

Experience: hklaw.com/carlos-ochoa/

Experience: hklaw.com/alejandro-landa/

Guillermo Uribe Lara

JosĂŠ Antonio Prado

Partner | Mexico City T +52.55.3602.8004 guillermo.uribe@hklaw.com

Partner | Mexico City T +52.55.3602.8003 joseantonio.prado@hklaw.com

Experience: hklaw.com/guillermo-uribe/

Experience: hklaw.com/jose-prado/

Selene Espinosa

Adrian Gay Lasa

Senior Counsel | Mexico City T +52.55.3602.8029 selene.espinosa@hklaw.com

Senior Counsel | Mexico City T +52.55.3602.8019 adrian.gaylasa@hklaw.com

Experience: hklaw.com/selene-espinosa/

Experience: hklaw.com/adrian-gay-lasa/

Aldo Gonzalez

Jorge Gonzalez

Associate | Mexico City T +52.55.3602.8040 aldo.gonzalez@hklaw.com

Associate | Mexico City T +52.55.3602.8020 jorge.gonzalez@hklaw.com

Experience: hklaw.com/aldo-gonzalez/

Experience: hklaw.com/jorge-gonzalez/

Mirna Ordaz

Santiago Soldevilla

Associate | Mexico City T +52.55.3602.8016 mirna.ordaz@hklaw.com

Associate | Mexico City T +52.55.3602.8026 santiago.soldevilla@hklaw.com

Experience: hklaw.com/mirna-ordaz/

Experience: hklaw.com/santiago-soldevilla/

Jose Luis Villareal Associate | Mexico City T +52.55.3602.8037 joseluis.villareal@hklaw.com Experience: hklaw.com/jose-villareal/

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