Carlos Mainero Ruíz
Carlos Mainero
Carlos Mainero Ruíz
Carlos Mainero

Biography

Carlos Mainero joined White & Case Mexico in 2003 and is active in capital markets, secured financing, banking and securities advice, as well as general corporate matters. He has represented Mexican and non-Mexican issuers, underwriters, purchasers, sellers, investors, lenders and borrowers in securities offerings, stock and asset acquisitions, financing transactions and joint ventures, among others. Carlos Mainero's practice is also focused on corporate governance compliance, both for public and private companies.

Carlos 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, Carlos 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, that involved Latin American issuers. In addition, Carlos Mainero's practice in New York involved counseling banks in their daily financing operations to several Latin American clients.

Carlos Mainero rejoined White & Case's Mexico City office in 2010, was appointed local partner in 2017, and appointed partner in 2021.

Experience

Carlos has participated in a large number of transactions, including:

Offering by Banco Santander México of US$1.2 billion subordinated preferred Tier 2 capital notes due 2032 in the international markets pursuant to Regulation S (Reg S), including obtaining the applicable regulatory authorizations from Banco de México and the National Banking and Securities Commission.

Offering by Banco Santander México of US$900 million subordinated preferred Tier 2 capital notes due 2030 in the international markets pursuant to Regulation S (Reg S), including obtaining the applicable regulatory authorizations from Banco de México and the National Banking and Securities Commission.

Offering by Banco Santander México of US$700 million senior unsecured notes in the international markets pursuant to Rule 144A and Regulation S (Reg S).

Offering by Banco Mercantil del Norte (Banorte), acting through its Cayman Islands branch, in connection with the offshore offering of US$350,000,000 (2024) of its "6.875% Perpetual 5-Year Callable Subordinated Non-Preferred Non-Cumulative Tier 1 Capital Notes" and US$550,000,000 of its "7.625% Perpetual 10-Year Callable Subordinated Non-Preferred Non-Cumulative Tier 1 Capital Notes." The notes were placed pursuant to Rule 144A and Regulation S under the U.S. Securities Act of 1933 and listed on the Singapore Exchange. This matter received an Honorable Mention at the LatinFinance Awards 2026.

Establishment by Banco Mercantil del Norte (Banorte) of a multi-issuer securities program in Mexico (2023), including the ability to issue certificados bursátiles, structured certificados bursátiles, bank bonds, structured bank bonds, certificates of deposit and subordinated notes as a frequent issuer, as well as subsequent issuances under such program.

Banca Afirme Subordinated Notes Program for MXN2 billion and inaugural issuance of MXN500 million, 2020. Carlos represented Banca Afirme, the retail bank of Grupo Financiero Afirme, in the authorization in Mexico of its MXN2 billion subordinated notes program and its inaugural issuance in the Mexican market of MXN500 million non-preferred subordinated notes due 2030. The primary purpose of the notes was to strengthen the bank's Tier II capital and for general corporate purposes.

Banca Afirme Subordinated Notes Issuance for MXN230 million, 2020. Carlos represented Banca Afirme in its second issuance in the Mexican market of MXN230 million non-preferred subordinated notes due 2030 (including the full exercise of a MXN30 million overallotment option). The principal purpose of the notes was to strengthen the bank's Tier II capital and for general corporate purposes.

Subordinated Notes Issuances by Banco de Inversión Afirme. Carlos represented Banco de Inversión Afirme in the establishment of its public offering program in Mexico for subordinated notes, as well as in all issuances carried out under such program.

Acquisition by Sempra Energy of the remaining interest in IEnova for US$5.81 billion, 2021. Carlos represented Sempra Energy in the US$2.0 billion acquisition of the remaining interest in Infraestructura Energética Nova (IEnova), one of the largest owners and operators of renewable energy and energy transportation and storage assets in Mexico, through an exchange offer for Sempra common stock followed by a cash tender offer. He also advised Sempra on the process to delist IEnova from the Mexican Stock Exchange.

Sale of loan portfolio by Konfío to Goldman Sachs for US$50 million, 2021. Carlos represented Konfío in the sale of a US$50 million loan portfolio to Goldman Sachs USA Bank.

Structured financing for Xepelin for up to US$80 million with CIM, 2021. Carlos represented Xepelin, one of the largest originators in Chile, and its Mexican subsidiary, in a structured financing of up to US$80 million granted by CIM. Under the structure, the borrower was a special purpose trust created by Xepelin and secured by eligible receivables originated by Xepelin Mexico and transferred to the trust.

Architect Capital Asset SPV LLC – credit facilities to Mexican fintechs, 2021. Carlos has represented Architect Capital Asset SPV LLC as lender in various structured credit facilities to Mexican start-ups to finance eligible receivables. The facilities are typically granted through an intermediary vehicle in the form of a Mexican SOFOM. The borrower is generally a Mexican originator of receivables through fintech applications or other technological platforms. Architect is a California-based fund focused on specialized credit investments in technology companies in Mexico and other Latin American jurisdictions.

Public offering of iShares ESG MSCI Mexico ETF, 2020. Carlos represented BlackRock México Operadora, a subsidiary of BlackRock Inc., the world's largest asset manager, as administrative agent and settlor in the public offering of a new domestic exchange-traded fund (ETF) and its listing on the Mexican Stock Exchange. The ETF seeks to replicate the performance, before fees and expenses, of the MSCI Mexico ESG Select Focus Index, designed to maximize exposure to positive environmental, social and governance (ESG) factors while maintaining risk and return characteristics similar to the MSCI Mexico Index (the parent index), as well as maintaining carbon exposure similar to that of the parent index. This was the first domestic ETF launched by BlackRock in Mexico since 2014.

Authorized to practice law in Mexico
New York
LLM
Banking and Financial Law
Boston University
Competition Law Workshop
Universidad Iberoamericana
Boston University
Summer Legal Institute in London
Spanish
English

Band 4 Capital Markets

Band 5 Banking and Finance

Chambers Latin America: Mexico 2026

Band 4 Fintech

Chambers FinTech Guide 2026

Next Generation Partner: Banking and Finance

Legal 500 Mexico 2025

Mexico Chapter for The Intellectual Property and Antitrust Review – Editions 1, 2, 3, 4, 5 and 6 (2016-2021) (co-author with Antonio Cárdenas)

Mexico Chapter for Getting the Deal Done – Corporate Reorganisations (Mexico) – Editions 1 and 2 (2018 and 2019)

Service areas