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Carlos Mainero joined the Mexico City office of the Firm in 2003, and is active in capital markets, secured financing, mergers and acquisitions, 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, 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. Carlos Mainero also has experience in the development of real estate projects in Mexico involving foreign investment.
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, involving Latin American issuers. Also, Carlos Mainero's practice in New York involved counseling banks in their daily financing operations to several Latin American clients.
Carlos Mainero represented Citibanamex Casa de Bolsa, J.P. Morgan México, Casa de Bolsa Banorte, Casa de Bolsa BBVA Bancomer and Casa de Bolsa Santander as lead underwriters on the secondary offering of 51,750,000 ordinary shares of Grupo Cementos de Chihuahua, (GCC) conducted by Cemex. GCC is one of the largest leading cement companies in Mexico, with a significant presence in the United States through a corridor that extends from states along the Mexico-US border to the US-Canada border.
Carlos Mainero represented Accival and Vector as lead underwriters on the offering of MXN 677.7 million (approximately US$32.7 million) notes issued by an issuing trust (certificados bursatiles fiduciarios) established by an affiliate of StepStone Partners LP, a US private equity firm that manages more than US$91 million globally. The offering consisted of four prefunded series of notes, each representing a different investment objective, including co-investments with international private equity firms, secondary private equity projects and global real estate and start-ups, primarily in the US market. The fund may offer subsequent notes to fund additional investments through a prefunded or capital calls mechanism.
Carlos Mainero has represented Alsis Funds LLC, the Miami-based investment fund focused in Latin America, through its Mexican affiliate, AMVIS, in the structuring of financing facilities to various Mexican real estate developers of low and mid-income housing projects throughout Mexico. The financings are typically structured as mezzanine financing for the acquisition of real estate to develop residential housing units, with the ability for the borrower to engage a subsequent bridge loan for the construction and development of the units. The financings are also typically secured through a security trust (fideicomiso de garantía) comprised by the real estate properties and the collection rights from the future sale of the units, a pledge over the borrower's equity interests, and a corporate structure granting Alsis special rights as agent of the borrower upon a default of its obligations under the financing documents, a structure which incentivises for the completion of the real estate project even through a default scenario.
Carlos 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.
Carlos 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.
Carlos 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.
Carlos Mainero advised Impulsora y Promotora BlackRock México (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.
Carlos 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.
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.
Carlos 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.
Mexico Chapter for The Intellectual Property and Antitrust Review - Edition 2 2017, (co-author with Antonio Cárdenas)
Mexico Chapter for The Intellectual Property and Antitrust Review - Edition 1 2016, (co-author with Antonio Cárdenas)