Carlos Mainero Ruíz | White & Case LLP International Law Firm, Global Law Practice
Carlos Mainero Ruíz
Carlos Mainero Ruíz

Carlos Mainero Ruíz

Associate, Mexico City

T +52 55 5540 9691

E Carlos.Mainero@whitecase.com

Overview

Mr. Mainero joined the Mexico City office of the Firm in 2003, and is active in secured transactions, mergers and acquisitions, antitrust, banking and securities, as well as general corporate matters. He has represented Mexican and non-Mexican purchasers, sellers, investors, lenders and borrowers in stock and asset acquisitions, financing transactions and joint ventures, among others. His experience includes assisting public and private companies in meeting regulatory compliance obligations with the Mexican financial, telecommunications, foreign investment and aeronautic regulatory authorities; banking financing transactions and complex M&A deals involving Mexican and non-Mexican parties. Mr. Mainero's practice is also focused on corporate governance compliance, both for public and private companies, as well as other compliance matters with the Mexican financial authorities, such as tender offers with the purpose of delisting issuers from the Mexican Stock Exchange. Mr. Mainero also has experience in the development of real estate projects in Mexico involving foreign investment.

Mr. Mainero joined White & Case's New York office as a visiting associate in 2009 after obtaining an LLM degree in Banking and Financial Law from Boston University. During his stay at the New York office, Mr. Mainero was involved primarily in capital markets transactions, including the representation of both issuers and initial purchasers or underwriters in high yield offerings and initial public offerings, pursuant to Regulation S and Rule 144A, involving Latin American issuers. Also, Mr. Mainero's practice in New York involved counseling banks in their daily financing operations to several Latin American clients.

As of September 1, 2010, Mr. Mainero resumed his position as an associate in the Mexico City office.

Bars and Courts

  • Authorized to practice law in Mexico
  • New York State Bar

Education

  • Universidad Iberoamericana, Antitrust Workshop, International Chamber of Commerce
  • Boston University, Summer Legal Institute in London
  • Attorney at Law (Abogado), Universidad Panamericana
  • LLM, Banking and Financial Law, Boston University

Languages

  • English
  • Spanish

Experience

Sale of ADPM’s shareholding in OMA (2016): Mr. Mainero advised Goldman Sachs, as placement agent, in the sale of a shareholding stake maintained by (a subsidiary of Aeroports de Paris) in Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (OMA) through an offering outside of Mexico, primarily to qualified institutional buyers.

FSHOP Syndicated Loan (2016): Mr. Mainero advised FSHOP in obtaining a syndicated loan for MXN $3,200 million from a group of banks led by BBVA Bancomer. The loan was secured through mortgages created over various real estate properties, and a rent cash flow arrangement through an administration trust.

Offering of PSOTRAC and DLRTRAC ETFs (2015): Mr. Mainero advised Intercam Grupo Financiero in the offering of two series of exchange traded funds (certificados bursátiles fiduciarios indizados) in the Mexican Stock Exchange (PSOTRAC and DLRTRAC) where a subsidiary of Intercam, Quanta Shares, acted as manager. These ETFs were the first of their class in the Mexican market, and their objective is to replicate indexes linked to the Peso-US Dollar exchange rate.

Financing by Alsis (2015): Mr. Mainero has advised Alsis, an investment fund based in Miami, USA, in the granting of mezzanine financing to various Mexican housing developers, for the acquisition of the properties for development. The loans are secured by the transfer of the properties to guaranty trusts, and the payment of the credit is structured with the proceeds from the sale of the housing properties. Mr. Mainero customarily advises Alsis in this type of transactions.

ETFs iShares BlackRock Offering (2014): Mr. Mainero advised Impulsora y Promotora BlackRock México, S.A. de C.V. (Mexican subsidiary of BlackRock Inc., the world's largest asset manager) in the offering of three different series of exchange-traded funds (ETFs) in the Mexican Stock Exchange (MEXMTUM, MEXRISK y IVVPESO) in which such entity acts as administrative agent. These were the first offerings of ETFs in the Mexican market after their incorporation as a distinctive type of security in the Mexican Securities Market Law, after the substantive financial reform enacted in January 10, 2010.

Acquisition of The Royal Bank of Scotland México (2014): Mr. Mainero advised a number of investors in the first management buy-out of a Mexican banking institution, including the various shareholders’ arrangements and the regulatory approval process with the Mexican financial authorities. This deal obtained its regulatory approval by the Mexican financial authorities in February 2014.

Syndicated Loan to Grupo Senda (2014): Mr. Mainero advised BBVA Bancomer as administrative agent in a MXN$2,500 million syndicated loan to Grupo Senda Autotransporte, S.A. de C.V., a lead company in the passengers transportation industry in northern Mexico. The advice included the negotiation of the loan agreement and the collateral package, which included a stock pledge and an administration trust to which the flows derived from sales made through electronic means were transferred.

Establishment of Goldman Sachs Casa de Bolsa (2014): Mr. Mainero advised Goldman Sachs in the regulatory process for the establishment of a Mexican subsidiary broker-dealer (casa de bolsa) for Goldman Sachs. Goldman Sachs received the authorization from the regulatory authorities for the beginning of operations of the broker-dealer in January 2014.

Pfizer sale of its Nutrition business (2013): Mr. Mainero represented Pfizer in the global transaction whereby Pfizer transferred its Nutrition business to Nestlé. Mr. Mainero's participation involved not only the negotiation and drafting of the legal documents required for the transfer in Mexico, but also the negotiation with the Mexican Antitrust Commission of the package of undertakings required to close the deal, which eventually resulted in the transfer of the Pfizer Nutrition business to Aspen.

Naftrac Exchange from CPOs to CBs (2013): Mr. Mainero advised BlackRock in the regulatory process required for the exchange of the then outstanding CPOs (certificados de particpiación ordinaria) for Cebures (certificados bursátiles) representing Naftrac, one of the most liquid ETFs in the Mexican securities market. The transaction involved the negotiation of the process with the Mexican regulatory authorities as well as with the Mexican Stock Exchange.

Publications

  • Mexican Chapter for The Intellectual Property and Antitrust Review - Edition 1 2016, (with Antonio Cardenas)