Henri Capin-Gally CFA
Henri Capin-Gally is Head of the Mexico office's Antitrust and M&A groups. His practice focuses on Mergers & Acquisitions (M&A) and Antitrust matters and clients also seek his knowledge and experience with complex private equity transactions. As a CFA Charterholder, Henri is able to offer clients authoritative advice on a wide variety of complex corporate and financial transactions.
In recent years, Henri has represented clients in a number of landmark and high-profile deals, including: (i) the merger of Grupo Financiero Banorte with Grupo Interacciones, which was one of the largest M&A transactions in Mexico; (ii) BlackRock's acquisition of the asset management business of Citibanamex, a subsidiary of Citigroup, which involved a regulated mutual fund operator and 53 mutual funds with approximately US$35 billion in assets under management; (iii) the merger of Kansas City Southern with Canadian Pacific Railway; and (iv) Grupo Financiero Banorte's investment in PayClip. Henri's work was instrumental for Merama—an e-commerce platform start-up that partners with e-merchants in Latin America and achieved a US$1.2 billion valuation just 12 months after incorporation. Henri also was key to Konfío's acquisition of Señor Pago, a new B2C payment tool. The purchase of Sr. Pago allowed Konfío to became the fourth Mexican unicorn and strengthened its client offering through a solution that expands business payment options and facilitates transactions for customers who prefer alternative methods to cash.
Henri has a strong track record leading high-profile antitrust cases in an array of business sectors. In addition, he advises on complex matters regarding competition law, having participated in precedent-setting cases of antitrust investigations and merger clearances at both the domestic and global level. Henri is recognized for having obtained many innovative "firsts" in antitrust, precedents that he has conceived of, implemented and won. In 2021 and in 2022, Legal 500 Latin America recognized Henri as one of seventeen Leading Lawyers in Mexico in the Competition and Antitrust category.
He has actively represented various foreign companies and investors in the sale or acquisition of their interests and business assets in Mexico, and he regularly handles corporate finance work.
Recent significant experience includes:
- Grupo Financiero Banorte's US$1.4billion merger with Interacciones. Represented Grupo Financiero Banorte in successfully obtaining an unconditioned pre-merger control authorization for its acquisition of Grupo Financiero Interacciones; both entities were publicly listed and highly regulated. Measured by assets—after closing—Grupo Financiero Banorte became the second-largest financial group in Mexico.
- BlackRock's Acquisition of Citibanamex Asset Management Business. Represented BlackRock, Inc., in successfully obtaining an unconditioned pre-merger control authorization for its acquisition of CitiBanamex's mutual fund business (the largest in Mexico).
- Kansas City Southern—Canadian Pacific Railway Limited. Provided advice to Kansas City Southern (KSU) to obtain merger control clearance from both the Mexican Antitrust Commission (COFECE) and the Federal Telecommunications Institute (IFT) to close its sale to Canadian Pacific Railway Limited (CP). The transaction will create the first integrated railway network that traverses the US, Mexico and Canada.
- Banorte's Acquisition of a Stake in PayClip. Representation of Banorte in obtaining clearance from the Mexican Antitrust Commission (COFECE) in its acquisition of a minority stake in PayClip (the most important payment aggregator in Mexico). This clearance was obtained unconditionally and enhanced Banorte's digital financial services portfolio.
- Merama. Advised Merama Inc.—an e-commerce aggregator start-up that partners with e-merchants in Latin America and achieved a US$1.2 billion valuation just 12 months after incorporation—in its acquisition of a majority stake in several Mexican businesses offering a wide range of consumer products. The transactions represent an approximately US$89 million initial equity and working capital investment. With its investments, Merama helps operate and scale the business of its e-merchant partners.
- Konfío Acquisition of Sr. Pago. Representation of Konfío on its acquisition of a new B2C payment tool, Sr. Pago, following our team's previous representation of Konfío in its acquisition of Gestionix, the leading Mexico-based Enterprise Resource Planning (ERP) software developer. The purchase of Sr. Pago allowed Konfío to become the fourth Mexican unicorn and strengthened Konfío's client offering through a solution that expands business payment options and facilitates transactions for customers who prefer alternative methods to cash. Our representation also included obtaining clearance from the Mexican Antitrust Commission (COFECE), which was obtained unconditionally in a record time that was noted in COFECE's mergers report of 2021 (ref. page 21) as the fastest pre-merger control process of the year.
- Acquisition by a Fintech Company of a Mexican Bank. Ongoing representation of a Fintech Company in reaching an agreement to acquire a Mexican Bank. This potential transaction will position the Fintech Company as a total digital bank in Mexico and escalate its current operation to a banking level that will allow it to receive deposits and manage saving accounts. Our representation also includes obtaining all required regulatory approvals, including financial and antitrust authorizations.
- Sempra Energy. Representation of Sempra Energy (NYSE: SRE) in its US$1.785 billion sale of a ten percent interest in Sempra Infrastructure Partners, LP, to a wholly owned affiliate of the Abu Dhabi Investment Authority.
- Financiera Independencia. Representation of Financiera Independencia, a Mexican leading micro-financial company, on the sale of its subsidiary Fisofo to Grupo Consupago. The transaction was structured through the sale of substantially all of Fisofo's loan portfolio—which consists of individual loans to workers, with collections directly linked to a payroll discount—to Consubanco, S.A., Institución de Banca Múltiple, and the sale and transfer of all the shares representing the capital stock of Fisofo to Grupo Consupago. The governmental authorization by the Mexican Federal Economic Commission was obtained on February 25, 2021.
- Sempra—Ienova. Representation of Sempra Energy in the US$5.81 billion acquisition of the remaining stake in Infraestructura Energética Nova (IEnova), one of the largest owners and operators of renewable power assets and energy transportation and storage in Mexico.
- Consubanco. Representation of Consubanco, a multiple Mexican banking institution, on an auction process conducted by the Instituto para la Protección al Ahorro Bancario (IPAB) related to the sale of a package of loans granted by Banco Ahorro Famsa, which are connected to the Instituto Mexicano del Seguro Social (IMSS). It was a competitive auction process in which Consubanco was declared the winner. Consubanco offered MXN 867,278,330 for the loan portfolio package, which comprises more than 16,000 loans. As part of our representation, we assisted Consubanco on getting the approval for the transaction from the Mexican Antitrust Commission (COFECE).
- J.P. Morgan. Representation of J.P. Morgan Mexico in the divestiture of its Mexican private banking business, and the execution of a referral agreement with BBVA Mexico.
- Consubanco—Variv. Representation of Consubanco's shareholders in the potential sale of an equity stake in Consubanco to Variv (a private capital fund). The transaction would allow Consubanco to partner with disruptive technology firms owned or managed by Variv to enhance its online banking services.
- ConCrédito—Gentera. Representation of FinUtil, Comfu (ConCrédito) and its shareholders on the transfer to Gentera, (an international entrepreneurial banking group focused on the financial inclusion of low-income individuals) of an additional 14.2 percent stake in ConCrédito, resulting in Gentera owning the controlling stake in ConCrédito (51 percent) through the subscription of 8.3 percent of the shares in ConCrédito by means of the capitalization of a convertible loan granted by Gentera, and the sale of 5.97 percent of the shares in ConCrédito. As a result of the transaction, FinUtil was converted into a Mexican Regulated Multiple Purpose Financial Institution. The transaction required authorization from the Mexican Antitrust Commission.
- CDPQ—Sanfer. Advised Caisse de Dépôt et Placement du Québec (CDPQ) in its US$500 million minority investment in Invekra, (Sanfer), an independent holding company of pharmaceutical companies in Latin America. The investment—one of the largest minority private equity transactions in Mexico—will enable Sanfer to accelerate its growth, both organically and through further acquisitions, across Mexico and Latin America. As part of the transaction, General Atlantic sold to CDPQ a portion of its interest in Sanfer, while retaining a significant minority stake in the company. CDPQ is a long-term institutional investor that manages funds primarily for public and para-public pension and insurance plans.
- CMR—Sushi-Itto. Representation of Mexican restaurant operator CMR, a leading restaurant company and its control group, (the Vargas family) on the purchase of Grupo Dasi and its associated businesses in a cash and stock deal. Grupo Dasi, based in Mexico City, runs the Sushi Itto restaurant chain, consisting of more than 140 sushi eateries across 20 states in Mexico. It also owns food producer and supplier Novalimentos, which serves more than 2,000 establishments.
- Historical Resolution before COFECE. Led a precedent-setting victory for Kansas City Southern de Mexico (KCSM) before the Federal Competition Commission in connection with an investigation into effective competition conditions in the freight railway market. In March 2018, the Panel of the Commission overturned the preliminary ruling of the Investigating Authority of the Commission, which had found a lack of effective competitive conditions in the market for interconnection rights in the freight railway market.
- BlackRock's acquisition of First Reserve. Represented US-based BlackRock, one of the leading global asset managers, before COFECE in connection to our client's acquisition of First Reserve, the largest and oldest private equity fund dedicated to investments in the energy and natural resources sector. BlackRock assumed ownership of First Reserve's three energy assets in Mexico as part of an agreement to acquire the US private equity firm's energy infrastructure portfolio. First Reserve owns a low-sulphur gasoline processing plant in Mexico, along with the Los Ramones II natural gas pipeline and La Bufa wind farm. The transaction was approved by COFECE in April 2017.
- Representation of CMR. Henri advised CMR—a leading publicly listed restaurant owner and operator in Mexico—in its successful offering of shares to a CKD managed by Credit Suisse, which entailed the creation and implementation of the "strategic shareholder" concept in the Mexican public markets. This was the first transaction of its kind in Mexico.
- Principal Afore. Representation of Principal Afore, a pension fund manager and subsidiary of Principal Financial Group Inc. (PFG), in its full ownership acquisition of MetLife Afore, S.A. de C.V., MetLife, Inc.'s pension fund management business in Mexico.
- FINCA International LLC's Disposition of Mexican Assets. Advised FINCA International LLC in the disposition of its Mexican assets, including the sale of 100 percent of FINCA's Mexican micro-finance business. This transaction involved the implementation of an intricate cross-border acquisition structure, which entailed a complex security interest structure under Mexican law to guarantee a multi-installment payment of the purchase price by purchaser Te Creemos Holding.
- Deutsche Bank Divestment of Mexican Distressed Mortgage Loan Business. Advised Deutsche Bank AG in the divestment of its Mexican distressed mortgage loan business, which involved the sale to Alsis Funds of 100 percent of its equity interests in three Mexican entities. The transaction entailed complex cross-border legal issues, as well as tax advice in connection with the structuring and implementation of the transaction.
- O-I GLASS—VITRO. Advised the syndicate of banks that provided O-I Glass with the necessary financing to acquire Vitro's consumer glass container business.
- PEMEX—Refinery. Advised Pemex in a joint venture to overhaul one of its major refineries. We acted as counsel to Pemex in connection with the M&A, regulatory and oil & gas aspects of the transaction.
Chambers & Partners M&A, 2023
Leading individual, Competition
The Legal 500, 2022