Eric Quiles specializes in banking, finance and securities law. He has more than 17 years of experience and joined the White & Case team in 2013. He has provided legal advice to banks, underwriters, brokers, state productive companies, multilateral financial institutions, international companies and other financial institutions. He has experience in a broad range of finance transactions, including public offerings, either debt or equity, in Mexico and abroad in reliance on rule 144A and Regulation S under the US Securities Act, secured banking loans, whether local, cross-border or syndicated loans, securitizations, warrants, subordinated notes and corporate capital financing.
Major local debt issuers and underwriters rely on Eric's knowledge and experience to carry out their securities issuances and placements, such as Fondo Especial para Financiamientos Agropecuarios, Sempra, Comisión Federal de Electricidad, Santander, Citibanamex, Accival, Scotiabank and Cetelem. As well as in a wide range of environmental, social and governance (ESG) operations, several of which were the first of their kind in Mexico or Latinamerica.
Eric advices local issuers on compliance with regulatory requirements, legal obligations and corporate governance challenges and implementation of best corporate practices in their day-to-day affairs, crises and other special situations and all aspects of their compliance with Mexican securities laws and the listing requirements of both Mexican exchanges.
He has also been involved in transactions that cover the rest of the range of legal advice in compliance for financial institutions (Banks, Broker Dealers, SOFOMs and SOFIPOs), financial technology institutions, derivatives transactions, corporate transactions as mergers and acquisitions, real estate acquisitions, issuers corporate governance and companies in the transportation sector and infrastructure projects.
With respect to ESG operations, Eric has represented:
Fondo Especial para Financiamientos Agropecuarios (FEFA) a development banking institution of the Mexican government dedicated to providing financing to the agricultural sector, in the following transactions:
Resilience Green Bond, in the issuance, in two tranches (FEFA 23 and FEFA 23V) of debt certificates for a total aggregate amount MXN 8.5 billion under its debt issuance program, including a green bond that was characterized as a "Resilience Bond" to climate change, for MXN 2.985 billion. For the issuance of the green bond, FEFA issued a new framework with the support of the UK Partnering for Accelerated Climate Transitions, the Korea International Cooperation Agency and the Global Green Growth Institute, which had a favorable second party opinion from Sustainalytics.
Social Bond of financial inclusion, in two issuances (FEFA 22-3 and FEFA 22S) of debt certificates for MXN 6 billion under its debt issuance program, including a social bond that was characterized as a financial inclusion social bond for MXN 3.9 billion, whose resources were used to finance or refinance eligible projects in eligible categories, including access to financial products and services for producers and enterprises in the agricultural, forestry, fisheries and rural sectors, under the issuer's social bond framework.
Pink Bonds in two pink bond issuances (FEFA 20G and FEFA21G) of debt certificates under his current issuance program as a recurrent issuer. The issuance of the pink bonds was characterized as a social bond with a gender perspective whose resources were used to finance women's projects that met the eligibility criteria, aligned with the Social Bond Principles of 2020 and 2021, respectively, established by the International Capital Market Association (ICMA). The FEFA 20G issuance was the first pink bond in Mexico and the first of its kind in Latin America.
Green Bonds, on three green bond issuances (FEFA 18V, FEFA 19V y FEFA20V) of debt certificates (certificados bursátiles). The proceeds of the green bond issuance were allocated to projects that have a positive ecologic impact, specifically in forest and renewable energy sectors, under the issuer's green bond framework. The green bond issuances were certified by Sustainalytics and the Climate Bonds Initiative (CBI). The FEFA 19V issuance was the first green bond issuance carried out in the Mexican stock market with a forest-positive impact.
In capital markets transactions, Eric has represented:
Adler Pelzer Holding GmbH, on the issuance of €400 million 9.500% senior secured notes due 2027, offered and sold pursuant to Rule 144A and Regulation S under the US Securities Act and listed on Euronext Dublin's Global Exchange Market.
BBVA, Actinver, Scotia, BTG and GBM as underwritters in the second multi-offering program of long-term real estate trust certificates (certificados bursátiles fiduciarios inmobiliarios or CBFIS) and debt certificates (certificados bursátiles or CEBURES) established by Fibra MTY consisting of a public primary offering in Mexico and a limited private offering in the USA for an amount of MXN 3.45 billion.
FEFA in updating its debt issuance program to start offering bonds referenced to the TIIE de Fondeo and since then the FEFA TIIE Bonds have been used more often as a reference precedent and the TIIE de Fondeo has been used as benchmark for others bonds issuances complying with international recommendations to transit to near risk-free interest rates as set out by the Financial Stability Board, the Bank for International Settlements and IOSCO.
FEFA, on the registration of its long-term debt certificates program for up to MXN 100 billion (approximately US$5 billion) and authorization from the National Banking and Securities Commission (CNBV) and the authorization of the documents templates for issuances under such program as a recurring issuer (the Current Program). Additionally, Eric has represented FEFA on more than 20 issuances of debt certificates (certificados bursátiles) under its Current Program which have been listed on the two Mexican Stock Exchanges.
FEFA on its sole issuance of private short- and long-term debt certificates (certificados bursátiles) with subsequent allocation of series, without a public offering, for an amount of up to MXN 180 billion, with a maturity of five years. With this issuance, FEFA may place up to 1,000 series of debt certificates under the authorized amount in either Mexican pesos, US dollars or Mexican investment units (Unidades de Inversión). Monex Casa de Bolsa will act as common representative under the series. No other issuance or program in Mexico, public or private, has ever been authorized for MXN 180 billion, which makes FEFA's issuance a record-high authorization in the Mexican Stock Market.
Molibdenos y Metales, S.A., in the reopening of the first and second issuances of long-term debt certificates; the reopening of the first issuance (MOLYMET 21) for an amount of MXN 1.0 billion (US$50 million), to reach a total amount of MXN 3.52 billion (US$175 million) and the reopening of the second issuances (MOLYMET 21-2) for an amount of MXN 1.0 billion (US$50 million), to reach a total amount of MXN 2.48 billion (US$125 million).
Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, Citigroup Global Capital Markets Inc., and Nu Invest Corretora de Valores S.A. as joint global coordinators; Allen & Company LLC, HSBC Securities (USA) Inc., and UBS Securities LLC as joint-bookrunners; and KeyBanc Capital Markets Inc., Nomura Securities International, Inc., Nau Securities Ltd., Numis Securities Inc., Sanford C. Bernstein & Co., LLC and Susquehanna Financial Group, LLP as co-managers (collectively, the underwriters) on the initial public offering and listing of Class A ordinary shares on the New York Stock Exchange and Brazilian depositary receipts on the B3 in Nu Holdings Ltd (Nu). The initial public offering consisted of an international offering of 281,062,825 Class A ordinary shares at a public offering price of US$9.00 per Class A ordinary share and a concurrent offering in Brazil of 8,087,730 Class A ordinary shares in the form of BDRs registered with the Brazilian Securities Commission.
Sempra Energy on the public offer to purchase and subscribe to the public tender and exchange offer of the shares of Infraestructura Energética Nova, (IEnova), that were not owned directly or indirectly by Sempra Energy in exchange for shares of Sempra Energy and the subsequent public cash tender offer for the remaining stake in IEnova. Sempra Energy is one of the main owners and operators of renewable and transportable energy activities and energy storage in Mexico.
Cetelem on the establishment of its new program for the issuance of short- and long-term debt certificates on a revolving basis, up to the amount of MXN 20 billion or its equivalent in investment units, which has the unconditional and irrevocable guarantee of BNP Paribas, S.A. Eric also represented Cetelem in more than ten issuances of long-term stock certificates under its current program, that had been listed in the RNV and the Mexican Stock Exchange
Comisión Federal de Electricidad (CFE):
in the registration of its new program of short- and long-term debt certificates (certificados bursátiles) for a total amount of up to MXN 100,000 million (approximately US$5.6 billion), as recurring issuer registered in Mexico and listed in the Mexican Stock Exchange. The long-term issuances may be sold in Mexico and cleared through Indeval (Mexican securities clearing house), or may be sold outside of Mexico in reliance on rule 144A and Regulation S under the US Securities Act and cleared through Euroclear or Clearstream.
as recurrent issuer in all its issuances of long-term debt certificates (certificados bursátiles) since 2013 until 2020 under its program of short- and long-term debt certificates for a total amount up to MXN 100,000 million (approximately US$5.555 billion).
as Mexican counsel on the listing on the International Quotation System (SIC) of the Mexican Stock Exchange (BMV) of the CFE's US$615 million offering of its 5.00% notes due 2049, listed in the Taipei Exchange and the Luxembourg Stock Exchange, and the US$750 million offering of its 5.15% notes due 2047, listed in the Taipei Exchange. At the time, CFE was the first issuer to list debt securities in the International Quotation System (SIC) since 2011.
in a consent solicitation offer to Trust Bond Holders of certain issuances of debt certificates related to three securitization debt programs backed by CFE Loans, in which a consent solicitation fee of 15 basis points was offered to Trust Bond Holders in order to obtain their consent to waive certain covenants in the underlying financing documents and to adjust such covenant to the regulatory requirements of the Mexican Energy Reform.
Eric participated in several CFE's issuance and offering of Notes abroad:
as special Mexican counsel in the issuance of its 4.05% notes due 2050 (the Formosa Bond), for an amount of US$900 million. The Formosa Bond was sold outside of Mexico and the United States to non-US persons, was listed on the Taipei Exchange (to be listed on the Luxembourg Stock Exchange) and settled through Euroclear and Clearstream.
in its issuance and offering of US$1 billion 4.750% notes due 2027 under Rule 144A and Regulation S of the US Securities Act, listed in Luxembourg Stock Exchange and traded on the Euro MTF;
as Mexican Counsel, BBVA Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. as joint lead managers and joint book runners in CFE's issuance and offering of US$700 million 4.875% notes due 2045 under Rule 144A and Regulation S of the US Securities Act, listed in Luxembourg Stock Exchange and traded on the Euro MTF; and
Goldman, Sachs & Co., Citigroup and Barclays in CFE's issuance and offering of US$1.250 billion 4.875% notes, due 2024, under Rule 144A and Regulation S of the US Securities Act of 1933, listed in Luxembourg Stock Exchange and traded on the Euro MTF.
Representing Banco Santander (Mexico) and Casa de Bolsa Santander (Mexico), in the implementation of a long-term debt certificates program, under which Casa de Bolsa Santander will be able to create several issuing trusts that will acquire certain financial assets, either credit agreements, negotiable instruments or securities, in charge of "AAA" rated foreign companies that have securities registered, authorized or regulated for its sale to the public by commissions that are members of the International Organization of Securities Commissions (IOSCO). The program was authorized by Mexico's National Banking and Securities Commission, for an amount of up to MXN 35 Billion, or its equivalent in US Dollars, Euros, Great Britain Pounds or Units of Investment and has a maturity of five years.
Scotiabank Inverlat (Scotiabank), the Mexican subsidiary of the Bank of Nova Scotia, in the registration and approval of an issuance of MXN 50 billion (approximately US$2.77 billion), under which Scotiabank may carry out multiple placings of structured notes (bonos bancarios estructurados). Each placing may be denominated in Mexican pesos, foreign currencies or inflation-indexed units and may be referred to several underlying assets (single stocks, indexes, etc). The issuance has a five-year term during which the placings may be carried out.
Citibanamex on the registration in Mexico of its new program of long-term debt certificates (certificados bursátiles) for a total amount of up to MXN 50 billion (approximately US$2.4 billion) as recurring issuer registered in Mexico and listed on the Mexican Stock Exchange. He also advised Citibanamex on the first issuance of long-term debt certificates (Banamex 18), for a total amount of MXN 3 billion under the Program.
In connection with bank financing operations, Eric has advised:
Tenneco, a portfolio company of Apollo Global Management, on the establishment of an asset-based credit facility consisting of aggregate commitments totalling approximately US$1.2 billion.
Citibank, Morgan Stanley, Goldman Sachs and HSBC as joint lead arrangers and lenders on the senior unsecured term loan to Nubank, involving a three-year credit line in Mexican and Colombian pesos, in a total amount equivalent to US$650 million and the proceeds will be used for Nubank's expansion in Mexico and Colombia.
Banco Santander Brasil (Santander Brazil), in connection with the preparation, execution and delivery of a joint and several liability agreement among all the Mexican affiliates of Cinepolis as joint and several obligors and Cinepolis Operadora de Cinemas do Brasil LTDA (Cinepolis Brazil) as the principal obligor, in favor of the Santander Brazil, as a guarantee for a bond granted by Santander Brazil in favor of Banco do Nordeste do Brasil as lender for an amount due under a loan granted to Cinepolis Brazil as debtor.
Other transactions in which Eric has participated, representing:
Banorte in the restructuring of several interest rate swap operations with respect to credit lines granted to different Federative Entities (States). The derivatives restructures were implemented through public bids made by the Federative Entities, which involved the early termination of the existing swaps and the renewal of swaps with the winner of the public bid through the execution of new confirmations.
BGC Partners, Inc. an affiliate of Cantor Fitzgerald in the acquisition of Remate Lince (Remate) by BGC and in the transformation of Remate into a S.A.P.I. of C.V. Since then, Eric continues to represent BGC in the regulatory compliance of Remate before the CNBV as a Company that manages systems that facilitate securities transactions (OTC derivatives broker), as well as in corporate compliance with the post-closing covenants after the acquisition.
Kansas City Southern de Mexico, (KCSM). since 2014, Eric has represented and continues to represent KCSM in the negotiations of all the freight transportation agreements with Petroleos Mexicanos, its subsidiaries and affiliates with respect to refined oil products and heavy fuel oil within Mexican railway system.
Grupo Financiero Banamex in the Merger of the two Sofomes (multiple-purpose financial entities) of the financial group, such as Tarjetas Banamex as merging company and Operadora e Impulsora de Negocios, as merged company. Regulatory matters to obtain the governmental authorizations required from the Ministry of Finance and Public Credit (SHCP) and the CNBV.
The article "Títulos Virtuales" ("Dematerialized Securities") in Pandecta law journal. Third Epoch, Number 11, April – May 2005.
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