MEXICO LEAGUE TABLES \ FIRM BRIEFINGS

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Basham Ringe & Correa

Basham Ringe & Correa is a full-service firm with offices in MexicoCity, Monterrey and Queretaro, an unusual feature in a fairly cen-tralised legal market. The firm handled a diverse caseload over the pastyear and continues to counsel on a range of issues. Juan Carlos Serracontinues to advise Access Capital Advisers on joint-venture aspects oftheir 40.1% stake, purchased at the end of 2011, in Integrated Gas

2012 Firm OverviewMost active disciplinesDisputes: Financial and corporate, Public, TaxFinancial and corporate: Equipment/asset finance, Project financePublic: Competition, Construction, Employment, Environmental,Land, Projects, RegulatoryTax: Corporate tax, Transfer pricing

Key energy sectorsOil and gas, Renewables

Key infrastructure sectorsManufacturing, Mining, Ports and shipping

Key partnersJuan Carlos Serra

MexicoPROJECT FINANCEHighly recommendedGalicia AbogadosNader Hayaux & GoebelRitch MuellerSantamarina y Steta

RecommendedBasha Ringe y CorreaMijares Angoitia Cortés y FuentesWoodhouse Lorente Ludlow

NotableCapin Ibañez y Asociados

CORPORATE

Highly recommendedGalicia AbogadosNader Hayaux & GoebelRitch Mueller

RecommendedBasha Ringe y CorreaMijares Angoitia Cortés y Fuentes

NotableVon Wobeser y Sierra

IntroductionBoth Mexico’s energy and infrastructure sectors have seen a great dealof activity this last year. The market has reacted positively to the elec-tion of Enrique Peña Nieto, who took office on December 1 2012.In November 2012, two new federal public-private partnership(PPP) regulations came into effect clarifying national PPP rules.These changes are expected to raise the amount of federal PPP. Itsuse is already widespread at state and local levels. The federal gov-ernment is expected to take on a wide range of projects, includingtoll roads, prisons, hospitals and schools. There has been a surge inlending in Mexican pesos and an increased presence of Mexicanlenders, tied to the country’s strong economy and growth throughoutthe global financial crisis. According to the World Bank, Mexico’seconomy grew 3.9% in 2012. In the energy sector, renewables have remained a focus for foreigninvestors, particularly wind and solar. Many Spanish investors havefocused on Mexican solar power, moving away from the problemsin Europe. Wind farms in the state of Oaxaca benefit from powerfulwinds all year round. The Mexican government does not offer taxincentives for renewable energy production except on the deprecia-tion of the original investment, though sources say the low price oftransmission from the country’s sole utility company has helped tooffset costs. Oil and gas investors inside and outside of Mexico arewaiting for energy reforms that were derailed in April 2013 by cross-party fighting in the congress. Many are hoping to see state-ownedPemex opened up to more private investment and joint ventures inorder to extract a greater amount of Mexico’s hydrocarbons. The gov-ernment has proposed more openness for the state-owned oil andgas company, but needs a two-thirds majority in the congress to makethe constitutional change required for such measures.

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Services de Mexico, transporters of natural gas across Mexico. He isalso the lead partner in the firms’ representation of Goldcorp’s $1 bil-lion agreement for the exploration, implementation, and operation ofthe Peñasquito Mining Project in Mazapil, Zacatecas.

In an ongoing transaction, Basham represents APM Terminals whosecured their bid in to run a shipping terminal located in Port of LazaroCardenas. The process required prequalification, a fight to prevent theneighboring terminal operator from bidding, and the bid itself involv-ing corporate, anti-trust, and environmental regulations. After winningthe bid, APM decided to make the terminal automated, the first of itskind in Mexico, which raised further labor and regulatory issues as wellas the value of the transaction, leaving it at $900 million.

Capin Iban� ez & Asociados

Capín Ibañez & Asociados has been emerging as a significant player inenergy transactions in Mexico, particularly in the alternative energy field.The firm sprang into being following the departure of Luis Capín Lopezfrom Capín Calderón Ramirez & Gutierrez-Azpe earlier this year.

Luis Capin and Alex Robinson acted as counsel to Megawatt, a com-pany incorporated in Mexico with Spanish shareholders, in two trans-actions this year, both involving the companies’ establishment of windfarms. The first deal, worth $16.6 million, was for the winning bid fora 1667MW wind energy project, in Tamaulipas. The second transac-tion was worth $27.6 million, for the establishment of a wind farm inthe Baja California region of Mexico to generate 987MW of electricity.

Galicia Abogados

Galicia is noted by nearly all top firms in the energy and infrastructurefield as being a leader in the two sectors. One peer acknowledged, “Wesee them across the table a lot.” Another stated that Galicia is part ofnearly every large transaction, even if they are not handling every facetof a deal. Galicia uses its extensive background in financial transactions

as a springboard for handling energy and infrastructure deals. Over thepast year the firm has grown considerably and it is now looking to im-prove its technical expertise as the energy and infrastructure marketsmature in Mexico. The firm’s lawyers acted as lenders counsel for BancoMercantil del Norte, the Inter-American Development Bank (IADB),HSBC México, and others in a financing, concluded in February 2012,for the largest wind power farm in Mexico. The project finance dealfor the construction and operation of a 369MW wind farm, was thefirst of its kind issued in pesos with international lenders.

The most significant transaction of the last year for Galicia was theChihuahua pipeline, the first natural gas project in Mexico where thesponsors were responsible for securing the rights of way. The creditagreement closed in May 2012. Galicia acted as Mexican counsel tothe lenders, which included The Bank of Tokyo Mitsubishi, CréditAgricole Corporate & Investment Bank and ING Capital. Along withstructuring the project financing worth $378 million, Galicia was alsoinvolved in developing the strategy for procuring the land and rightsof way for the sponsor.

Mijares Angoitia Cortes & Fuentes

Mijares Angoitia Cortes & Fuentes uses its abundant financial knowl-edge as a foundation for advising on energy transactions. One com-petitor noted, “I’ve worked with them in a couple of transactions andthey might not have as much experience in energy, but they were ableto use their financial experience.” The strategy is paying off for this fullservice firm. One partner described their outlook and this past year as“bullish.”

In an unusual joint-venture, Mijares advised the Singaporean invest-ment company Temasek, in its participation in a fund to invest in Mex-ican energy projects, particularly those connected to Pemex, which isexpected to see a rise in contracts and public private partnerships (PPP)following anticipated changes to government regulations later in 2013.The deal closed in March 2012, valued at $250 million; one partnerexplained that it presented the particular challenge of clearly allocatingresponsibility to the participants, given the desire to allow the fund tomake judgments about investments throughout its lifetime.

In a transaction that closed in February 2012, Mijares representedMacquarie Mexican Infrastructure Fund, Macquarie Capital, andFEMSA in their acquisition of the Mareña Renovables wind farm andsubsequent sale of participation to the Mitsubishi Corporation and theDutch pension fund PGGM. The firm also advised the participants ona guaranteed loan worth Ps8.8million ($721,700) from a syndicatedgroup of lenders. Finally Mijares organised power purchase agreementsfor the off-takers; when the wind farm is operational, it is expected tobe the largest in Latin America and provide energy for over 8,000 off-takers throughout Mexico.

2012 Firm OverviewMost active disciplinesDisputes: Financial and corporate, TaxFinancial and corporate: Banking, Equipment/asset finance, M&A,Project financePublic: Competition, Construction, Environmental, RegulatoryTax: Corporate tax, Indirect tax, Transfer pricing

Key energy sectorsRenewables

Key partnersLuis Capín L, Pablo Ibañez M, Alex Robinson A, Rafael Torres R

2012 Firm OverviewCross-border experienceBrazil, Panama

Most active disciplinesDisputes: Public, TaxFinancial and corporate: Banking, Equipment/asset finance,Investment funds, M&A, Private equity, Project finance Public: Competition, Construction, Environmental, Land, Projects,Regulatory

Key energy sectorsOil and gas, Power networks and distribution, Renewables

Key infrastructure sectorsWater and sewage

Key partnersCarlos de Maria y Campos, Francisco Fernández Cueto

2012 Firm OverviewMost active disciplinesDisputes: Financial and corporate, Public, TaxFinancial and corporate: Banking, Commodities trading andenergy derivatives, Equipment/asset finance, Investment funds,M&A, Private equity, Project financePublic: Competition, Environmental, Land, Projects, RegulatoryTax: Corporate tax, Indirect tax

Key energy sectorsOil and gas, Renewables

Key infrastructure sectorsPorts and shipping, Roads

Key partnersJavier Cortina, Horacio de Uriarte, Martín Sánchez Bretón

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Nader Hayaux & Goebel

Nader Hayaux & Goebel is a specialised firm. The leading partnersbroke their practice off from Jáuregui & Navarrete in 2011 to offerspecialised and focused legal services for high-end M&A, project fi-nance, and banking deals. Over the last year, they have expanded theirpractice with the addition of Liliana Corzo who left Banobras, the Na-tional Works and Public Service Bank, to join the firm as of counsel.

The firm handled transactions for governments and private firms in2012. They represent the Ministry of Public Health and Ministry ofBudget and Planning of the State of Yucatán in a public bid for a 25-year contract to build, equip, finance, and operate a 90-bed hospital.The deal, worth approximately $5 million, closed in August 2012. Itreceived strong interest, with between ten and twelve bidders lured byNHG’s novel financing for the public private partnership (PPP) agree-ment, which set aside federal funding the state of Yucatan receives forthe project, offsetting the state’s poor credit rating.

NHG also represented Axis, the joint-venture established through afund from Temasek and Ares Management that closed in February2012, worth $250 million. The fund will invest in energy projectsthrough Mexico, particularly companies which supply or contract withMexico’s national oil company PEMEX.

Ritch Mueller

Ritch Mueller is a full-service firm with a reputation for handling largeand dynamic projects. One of its competitors says, “I consider them afirst-tier firm, mostly because of the size and relevance of the deals thatthey handle.” The founding partner, Thomas Mueller, is well regarded,but has taken a more diplomatic role recently although he is still presenton the firm’s major cases.

“The firm is sufficiently big to handle our work, sufficiently smallto listen, and sufficiently competitive that we don’t need to take out asecond mortgage,” says one client. “They are invested. If we dream upa new structure, they will spend the time, their own time, figuring outhow we can implement it,” says another.

Ritch Mueller has represented private sponsors of projects as well aslenders connected to public infrastructure, traditional and renewableenergy. In a transaction closed in December 2012, they acted as counselfor Groupo Mexico in the financing of a combined cycle power plant;the deal was the first of its kind to utilise international financing underRule 144A. On the infrastructure side, they represented Morgan Stan-ley in a bridge loan and bond issuance worth ps4.5 million, whichclosed in October 2012, for a toll road that required refinancing forthe existing highway and new financing for an extension. In order tomake the issued bonds more desirable in a package, which includedboth green and brown field elements, they ensured the bridge loan hadaccess to revenue generated by the existing toll road.

Santamarina & Steta

Santamarina & Steta takes an interdisciplinary approach to its energyand infrastructure transactions, classifying them under their “projects”practice group which incorporates financing, real estate, environmental,and renewable law in one area. Partner Juan Carlos Machorro stressedthat the firm prioritises an interdisciplinary approach to both energyand infrastructure transactions because they often include several com-ponents, from land acquisition to the securing of finance.

In a deal that closed in March 2012, the firm represented DeutscheInvestitions und Entwicklungsgesellschaft (DEG) in its participationin a wind farm project, requiring due diligence and regulatory advicein finance, land usage, corporate structure, and energy matters. Thedeal, valued at approximately $11 million, was made practically com-plex by Mexican real estate regulations concerning the use of rural landand communal farming.

Sergio Chagoya Diaz acted as lead counsel in a public-private-part-nership (PPP) financing valued at $10 million for Banco de Bajio, thefirst stage of which closed in November 2012. Santamarina & Steta’smain role was to draft the credit facility, made slightly complex by thenewness of Mexico’s PPP regulations.

2012 Firm OverviewMost active disciplinesFinancial and corporate: Banking, Equipment/asset finance,Investment funds, M&A, Private equity, Project financePublic: Construction, Land, Projects, Regulatory

Key energy sectorsOil and gas, Renewables

Key infrastructure sectorsHealthcare, Mining

Key partnersMichell Nader S, Fernando Alonso de Florida R, Vanessa Franyutti J,Javier Arreola E, Julian Garza C

2012 Firm Overview

Most active disciplinesFinancial and corporate: Banking, Equipment/asset finance, M&A,Private equity, Project financePublic: Construction, Environmental, Land, Projects, Regulatory

Key energy sectorsRenewables, Traditional power

Key infrastructure sectorsRoads, Prisons

Key partnersThomas Mueller Gastell, Federico Santacruz González, Gabriel delValle Mendiola

2012 Firm Overview

Most active disciplinesDisputes: Financial and corporate, Public, TaxFinancial and corporate: Banking, Commodities trading andenergy derivatives, Equipment/asset finance, Investment funds,M&A, Private equity, Project financePublic: Competition, Construction, Employment, Environmental,Land, Projects, RegulatoryTax: Corporate tax, Indirect tax, Transfer pricing

Key energy sectorsRenewables, Traditional power

Key infrastructure sectorsAirports and aviation, Ports and shipping, Toll roads

Key partnersJuan Carlos Machorro, Sergio Chagoya Diaz

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Von Wobeser & Sierra

Von Wobeser & Sierra has an established reputation for handling Mex-ican and international clients in seamless cross-border financial trans-actions. The recent elevation of Edmond Grieger to partner and leadlawyer of the energy practice has helped to further boost the amountand scale of the firm’s energy deals. In a deal closed during the summerof 2012, they successfully counseled Laboratorios ABC in a disputeagainst the National Water Commission for its irregular ruling thattook them out of a tender process. The result of the dispute was to se-cure an approximately $100 million contract for water-testing servicesfor the client. The firm also successfully litigated for Enersys de Méxicoagainst the government of the State of Mexico over an irregular closerorder, arising from alleged environmental and regulatory non-compli-ance, concluding in the summer of 2012.

Woodhouse Lorente Ludlow

Woodhouse Lorente Ludlow has a strong project finance practice,which has been involved in several of largest public private partnership(PPP) deals throughout Mexico in 2012. They have a great deal of ex-perience with PPP agreements in Mexico, having worked with boththe private sector and the government in establishing their precedentand structure. “They are pretty knowledgeable. We looked everywherein Mexico but everyone else was lacking somewhere. They had eitherthe knowledge or the contacts, but not both, and they interpreted thelaw to their benefit. For Woodhouse, the law is just the law, they don’ttry to change it or your project,” says a client.

In the past year, the firm’s lawyers advised Mexican Power Group inits establishment of several wind power farms to reach an installed ca-pacity of 2000MW. In a second transaction, the firm acted as counselto the government of Mexico City in its concession offer to turn a wastelandfill into an electricity provider for the city through the utilisationof methane gas. This deal involved working with the private sector con-cession winner and the government of the state of Mexico, where thelandfill was located, to establish water usage and electricity rights.

2012 Firm OverviewMost active disciplinesDisputes: Financial and corporate, TaxFinancial and corporate: Banking, Commodities trading andenergy derivatives, Equipment/asset finance, Investment funds,M&A, Private equity, Project financePublic: Competition, Construction, Employment, Environmental,Land, Projects, RegulatoryTax: Corporate tax, Indirect tax

Key energy sectorsRenewables, Traditional power

Key infrastructure sectorsWater and sewage

Key partnerEdmond Grieger

2012 Firm OverviewMost active disciplinesDisputes: Financial and corporateFinancial and corporate: Banking, Equipment/asset finance,Investment funds, M&A, Private equity, Project financePublic: Construction, Environmental, Land, Projects, Regulatory

Key energy sectorsPower networks and distribution, Renewables

Key infrastructure sectorsHealthcare, Prisons, Utilities

Key partnersEnrique Lorente Ludlow, Derek Woodhouse

MEXICO LEADING LAWYERS

ENERGY & INFRASTRUCTURE | LATIN AMERICA 201368

Name Firm Banking and finance

Capital m

arkets

Restructuring and insolvency

Projects

Corporate and com

mercial

Disputes

Energy and natural resources

Environmental

Infrastructure

Pow

erReal estate

Telecommunication

Com

pliance and public law

Intellectual property

Leading lawyers

Antonio Borja Galicia Abogados � � � � � �

Luis Capín L Capin Ibañez y Asociados � � � �

Sergio Chagoya Santamarina y Steta � � � �

Carlos de Maria y Campos Galicia Abogados � � � � �

Horacio de Uriarte Mijares Angoitia Cortés y Fuentes � �

Gabriel del Valle Mendiola Ritch Mueller � �

Francisco Fernández Cueto Galicia Abogados � � � � � � �

Julian Garza C Nader Hayaux & Goebel � �

Edmond Grieger Von Wobeser y Sierra � �

Francsico Ibáñez Mijares Angoitia Cortés y Fuentes �

Pablo Ibañez M Capin Ibañez y Asociados �

Enrique Lorente Ludlow Woodhouse Lorente Ludlow � � �

Juan Carlos Machorro Santamarina y Steta � � � �

Pablo Mijares Mijares Angoitia Cortés y Fuentes �

Thomas Mueller Gastell Ritch Mueller � � � � � �

Michell Nader S Nader Hayaux & Goebel � �

Alex Robinson A Capin Ibañez y Asociados �

Martín Sánchez Mijares Angoitia Cortés y Fuentes �

Juan Carlos Serra Basham Ringe y Correa � � � � �

Patricio Trad Mijares Angoitia Cortés y Fuentes � � �

Derek Woodhouse Woodhouse Lorente Ludlow � � �

Tax

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Biography:Partner of Mijares Angoitia Cortés y Fuentes since its inception in 1994;Foreign Associate Program-Clifford Chance, NY, 1992-93; Master ofLaws, University of Cambridge, 1992; Admitted in Mexico, 1990; LawSchool, Escuela Libre de Derecho, Mexico 1985-90.

Advises buyers / sellers and investors in complex M&A. Has broadexperience in merger reviews and illegal antitrust conducts investigations,representing both defendants and plaintiffs.

Recent transactional highlights:• Advised Anheuser Bush Inbev on the execution of certain agreements

related to the potential acquisition, through the Mexican StockExchange, of the remaining 50% equity stake in Grupo Modelo, notcurrently owned by ABI Inbev, in a potential cash transaction valuedat $20.1 billion equivalent to Ps 278.6 billion.

• Sale by Grupo Casa Saba’s affiliate Farmacias Ahumada of BoticasFasa a chain of pharmacies in Peru that was sold to Quicorp.

• Represented Grupo Cementos de Chihuahua in its integral refinancingplan consisting of (i) the issuance abroad of senior secured notes for anamount of $260 million for a term of seven years with an annualinterest rate of 8.125%; and (ii) syndicated banking loan of$250,million comprised of a portion in dollars equivalent to $205million and a portion in pesos equivalent to $45 million, with finalmaturity of five years. The transaction closed on February 8 2013.

Practice areas:Antitrust CorporateMergers and acquisitions SecuritiesTelecommunications

Sector specialisation:Antitrust CorporateMergers and acquisitions SecuritiesTelecommunications

Languages: Spanish, English

Bar admissions: Mexico

Association memberships: Affinitas

Academic qualifications:M.A. Law, University of CambridgeLaw School, Escuela Libre de Derecho, Mexico

Related articles by this lawyer:M&A Legal Practice Guide

Francisco Fuentes OstosPartner

Mijares Angoitia Cortes y FuentesMexico City, Mexico

Tel: +52 55 5201 7400Email: ffuentes@macf.com.mxWeb: www.macf.com.mx