Biography
Jorge Olivares Fuentes advises local and international clients, especially commercial and investment banks, buyers, funds, investors and other financial institutions, as arrangers, lenders and agents, in a variety of high-value domestic and cross-border corporate finance, structured finance, receivables finance, capital markets and acquisition financing transactions, including warehouse financing, whole loan purchases (both spot purchase and forward flow modalities), and future flow securitizations (including diversified payment rights and credit card merchant vouchers). His practice includes a wide range of sectors, such as consumer financial services, fintech, fund formation and financial derivatives in over-the-counter markets.
Based on his experience in cross-border matters, Jorge offers tailored solutions to address the intricate challenges inherent to transactions involving different jurisdictions, providing innovative structures that enhance security levels and mitigate risks. From initial deal structuring to closing and ongoing support, Jorge offers legal advice from a holistic outlook through a detail-oriented technical approach combined with a pragmatic perspective, so that each transaction is conducted efficiently focused on results and tailored to the client's specific needs.
Experience
Representative financing transactions include advising:
- An international holding company in the aluminum manufacturing sector and its financing subsidiaries in the negotiation and execution of a term loan agreement in the amount of US$764 million, entered into with a leading large-scale U.S. direct lending fund, acting as Administrative Agent and Collateral Agent, and two alternative asset managers specializing in private credit, acting as Joint Lead Arrangers and Joint Bookrunners. The loan proceeds were primarily allocated to the refinancing of the borrowers’ entire existing indebtedness, working capital financing and general corporate purposes.
- A leading Mexican fintech company specializing in consumer credit origination and its parent company, in connection with (i) the execution of a subordinated term loan governed by Mexican law for up to MXN$200 million granted by a Mexican commercial bank, subordinated to a pre-existing financing facility with a U.S.-based alternative credit fund (approx. US$424.10 million) governed by New York law, including the amendment of the pre-existing financing agreement, the amendment of the payment source trust to incorporate the bank as subordinated beneficiary, and the execution of a subordination agreement among the parties; and (ii) the execution of an unsecured term loan with the same banking institution for up to MXN$50 million.
- Kirkoswald Capital Partners LLP and Banco Santander, S.A., as arrangers and lenders in a cross-border financing, in connection with a US$200 million term loan granted to International Disruption, S.A.P.I. de C.V., SOFOM, E.N.R. The financing proceeds were channeled by the SOFOM to a Mexican trust established by Tecnologías Rappi, S.A.P.I. de C.V. (Rappi Mexico), a subsidiary of Rappi, Inc., and allocated to the acquisition of certain contractual rights and receivables related to credit card processing agreements entered into by its Mexican and Colombian subsidiaries, Rappi Mexico and Rappi S.A.S., respectively, through their platforms. The transaction involved the laws of three jurisdictions: New York, governing the credit agreement; and Mexico and Colombia, governing the collateral and payment source.
- TRATON Financial Services Mexico, S.A. de C.V., SOFOM, E.R. (BMV: TFSMX), on its fifth and sixth notes issuances, for a total aggregate amount of MXN 2.5 billion (approximately US$125 million), in the Mexican market.
- A Canadian export credit agency in the negotiation and execution of a credit agreement in the amount of US$200 million granted to one of the leading commercial banks in Mexico.
- Mill Point Capital LLC, a New York City-based private equity firm, on the financing of its acquisition of the commercial refrigeration and foodservice equipment businesses of Fomento Económico Mexicano (NYSE: FMX), AeriTek Global LLC, in a single corporate carve-out transaction, for an amount of up to approximately US$310.14 million.
- A Canadian banking institution, as lender and initial eligible hedging counterparty, in the US$100 million loan granted to a Peruvian company, as borrower; several financial institutions parties thereto as lenders; and other financial institutions as joint lead arrangers, joint bookrunners and co-sustainability structuring agents.*
- One of the largest banks in Spain, in connection with the financing granted to that certain Ecuadorian special purpose vehicle, as borrower, several financial institutions parties thereto and certain financial institution, as program agent and securities intermediary. The source of payment of the financing derives from the diversified payment rights of the originator, an Ecuadorian commercial bank.*
- One of the largest British-origin banks in the world, in that certain advance facility agreement entered into with that certain leading Brazilian company, as borrower, the banks parties thereto and that certain Dutch-based financial institution and its Brazilian subsidiary, as paying agent, lead arranger, lead bookrunner and administrative agent, respectively.*
- One of the largest investment banks in the world, through its New York branch, acting as administrative agent and arranger in the MXN$2 billion revolving credit facility to a Mexican company through a warehouse financing mechanism involving the assignment and reversion of vehicles through the use of a Mexican Trust. This matter was particularly complex and important given that the assets granted as collateral are non-fungible and there are certain particularities to the transfer of title of vehicles in the Mexican market.*
- One of the largest investment banks in the world, through its New York branch, in the US$60 million whole loans purchase transaction to the fintech unit of an e-commerce leading company. The complexity of this matter lay on the acquisition special purpose vehicle, which was structured in the form of a Mexican trust by means of which the receivables derived from the underlying loan agreements will be contributed through factoring agreements; in addition to the distribution of the collection flows associated with originator’s electronic payment fund mechanism to the trust accounts.*
- One of the largest banks in France, through its New York-based branch, in connection with a non-possessory pledge agreement over inventory located and stored in Mexico. The pledge secures both a senior and junior uncommitted revolving credit facilities up to USD$292 million to a certain Delaware limited partnership. Collateral is subject to IMMEX program and other customs regulations.*
- One of the largest investment banks in the world, through its New York branch, as administrative agent and arranger in the warehouse financing of an MXN$5 billion senior secured revolving credit facility to the fintech unit of an e-commerce leading company which provides credit to both its parent company's customers and users of its online payment platform.*
- Certain Mexican fintech company in the review and negotiation of over-the-counter (OTC) derivative master agreements, entered into with different financial institutions, along with the respective credit support documents.*
- Certain financial companies that are part of a U.S. private equity fund, as lenders, in the MXN$250 million structured financing (warehouse financing) to that certain Mexican commercial entity, as originator, guarantor, and portfolio asset servicer. The collateral consists of credit rights derived from pure lease agreements on automotive equipment (including the underlying promissory notes) and secured by a non-possessory pledge agreement.*
- Certain financial companies that are part of a U.S. private equity fund, as lenders, in the MXN$225 million structured financing (warehouse financing) to that certain Mexican financial entity, as originator, guarantor, and portfolio asset servicer.
- The collateral consists of credit rights derived from group, payroll, and directed (domiciled) loan agreements (including the underlying promissory notes) granted by the borrower to pensioners and retirees.*
*Matters worked prior to joining White & Case.
(with honors)
Dissertation (Distinguished Thesis): "Securitization of future flows from Diversified Payment Rights originated by international interbank wire transfers under the SWIFT code." ("La bursatilización de flujos futuros derivados de Derechos de Pago Diversificados (DPR) originados por transferencias interbancarias internacionales operadas bajo el código SWIFT."). Mexico: Olivares Fuentes Jorge, 2022.