Carlos Mainero Ruíz

Local Partner, Mexico City

Biography

Overview

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. Also, 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, and was appointed as a local partner in 2017. 
 

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

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

Fibra Shop's Refinancing – Debt Exchange Offer and Syndicated Loan, 2019.
Carlos represented Fibra Shop, the Mexican real-estate investment fund focused on commercial malls, in the refinancing of its existing indebtedness. This process involved an exchange offer of TIIE and UDI-denominated 2019 notes for existing TIIE 2015 notes, through an exchange offer, as well as the negotiation of an MXN 3 billion syndicated loan secured through mortgages and a cash flow trust, to refinance its existing 2016 MXN 3.2 billion syndicated loan facility. 

UNIFIN's Private Securitization, 2019.
Carlos represented UNIFIN and Scotiabank in UNIFIN's private securitization of MXN 250 million, whereby Scotiabank funded UNIFIN with recourse to an administrative trust maintaining receivables originated by UNIFIN in its ordinary course of business. 

BlackRock's Acquisition of Citibanamex's Asset Management Business in Mexico, 2018.
As part of his long-standing representation of BlackRock in its Mexico operations, Carlos participated in the team that represented BlackRock in its acquisition of Citibanamex's asset management business. His role involved primarily financial regulatory advice on compliance issues related to the acquisition, and operational changes resulting from the merger of these entities.

PayJoy Mexico Financing, 2018.
Carlos represented PayJoy México, a subsidiary of PayJoy, the leading US-based firm engaged in providing access to consumer finance and smartphone technology to people in emerging markets world-wide. Carlos advised PayJoy in its role as borrower in an MXN 600 million financing from Arc Labs Opportunities Fund I, LP. The financing is secured through a guaranty trust, where the assets primarily consist of receivables accrued by PayJoy in its Mexican business, and through a pledge created over PayJoy's beneficiary rights under the guaranty trust.  

Phoenix Tower Financing, 2018.
Carlos represented The Bank of Nova Scotia as administrative agent and lender in connection with a US$269.54 million and €18.5 million loan with a US$193.46 million delayed draw facility and a US$75 million incremental facility to Phoenix Tower and Phoenix Tower International Ibérica to fund the acquisition or construction of infrastructure assets and other general corporate purposes. Carlos also advised in the restructuring of this credit in 2019, whereby certain Phoenix subsidiaries become borrowers under the financing, granting various security interests over their respective stock or equity interests. 

Grupo Financiero Banorte's US$1.4 Billion Merger with Grupo Financiero Interacciones, 2018.
Carlos represented Grupo Financiero Banorte in reaching an agreement to acquire, through merger, Grupo Financiero Interacciones. The acquisition included the banking, broker-dealer, insurance and asset manager subsidiaries of Grupo Financiero Interacciones. The merger is valued at circa US$1.4 billion. As a result of this transaction, Grupo Financiero Banorte has become the second-largest banking financial group in Mexico and the country's largest infrastructure lender.

Fibra Shop Notes Program, 2017.
Carlos represented Fideicomiso Irrevocable (Fibra Shop), a Mexican real estate investment trust (fideicomiso de inversión en bienes raices, FIBRA) engaged in the acquisition, development and operations of shopping centers in Mexico, in the regulatory procedure to increase the maximum amount of a dual program established in 2015 to issue short- and long-term debt instruments in the Mexican market, as well as in the second and third offerings under such program in the form of MXN 1.4 billion TIIE+1.25% notes due 2022 and MXN 1.6 billion 9.13% notes due 2027. As part of this process, he also assisted Fibra Shop in obtaining the regulatory authorization to act as a recurring issuer, a status that allows seasoned Mexican issuers to offer additional securities under its authorized program on a more expedited and straightforward basis, similar to a shelf-registration process. Subsequent offerings under Fibra Shop's program will benefit from this authorization.

Grupo Cementos de Chihuahua MXN 4.9 Billion Shares Offering, 2017.
Carlos 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.

Grupo Cementos de Chihuahua US$260 Million Notes Offering, 2017.
Carlos represented Citigroup Global Markets, Inc., BBVA Securities Inc. and Scotia Capital (USA) Inc. as initial purchasers in the offering of US$260 million aggregate principal amount of 5.250% senior notes due 2024 by Grupo Cementos de Chihuahua. The offering was structured as a 144A and Reg S offering, and constitutes senior unsecured debt of GCC existing notes. Citigroup acted as dealer manager for the tender offer.

StepStone MXN$677.7 Million Notes Offering, 2016.
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 bursátiles 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 startups, primarily in the US market. The fund may offer subsequent notes to fund additional investments through a prefunded or capital calls mechanism.

Offering of PSOTRAC and DLRTRAC ETFs, 2015.
Carlos 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.

Subscription offering of FSHOP CBFIs, 2015.
Carlos advised Fibra Shop, the only Mexican Fibra focused on commercial malls, in the subscription offering of real estate trust certificates (certificados bursátiles fiduciarios inmobiliarios) made to current holders of the Fibra. The process involved an offering to investors located in Mexico and abroad and the design of the corporate and regulatory structure of the transaction.

ETFs iShares BlackRock Offering, 2014.
Carlos 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.

Acquisition of The Royal Bank of Scotland México, 2014.
Carlos 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.
Carlos 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 passenger 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.

Naftrac Exchange from CPOs to CBs, 2013.
Carlos 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, the most liquid ETFs in the Mexican securities market representing the National Quotation Index (Índice de Precios y Cotizaciones). The transaction involved the negotiation of the process with the Mexican regulatory authorities and with the Mexican Stock Exchange, as well as the offering of the Cebures that currently represent such index.
 

Publications

Mexico Chapter for The Intellectual Property and Antitrust Review – Editions 1, 2, 3 and 4 (2016-2019) (co-author with Antonio Cárdenas) 

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