Mariel Martínez Zárate

Foreign Legal Consultant, New York

Biography

Overview

Mariel joined White & Case in 2014. Her practice is mainly specialized in corporate law, mergers and acquisitions, and banking/regulatory matters.

Mariel's experience includes corporate governance matters consistent in providing expert input on regulatory and market/country risks, as well as specialized knowledge in the process of obtaining regulatory authorizations for the establishment, operation and mergers and acquisitions of financial institutions in Mexico.

Clients who have benefit from Mariel's experience include major financial institutions and corporations, such as Grupo Financiero Banorte in its merger with Grupo Financiero Interacciones to form the second largest financial group in Mexico, BlackRock in its acquisition of Citibank's US$31 billion asset management business in Mexico, and Shinhan Bank and KEB Hana Bank in the process of obtaining their respective licenses to incorporate a subsidiary multiple banking institution in Mexico, among others.

Bars and Courts
Authorized to practice law in Mexico
Education
LLM
Master in Business Law
IE Law School
Bachelor of Laws
Universidad Iberoamericana
Languages
Spanish
English

Experience

The most recent representative transactions Mariel has participated in, include:

Hg Capital. Acquisition of Intelerad Medical Systems, 2020
Representation of Hg Capital, a specialist private equity investor focused on software and service businesses, in its acquisition of Intelerad Medical Systems, a leading global provider of medical imaging software and enterprise workflow solutions.

I Squared Capital Advisors. Acquisition of Oleoducto Central Stake, 2020
Representation of I Squared Capital, an infrastructure fund, in its acquisition of an equity interest in Oleoducto Central, S.A. (OCENSA), operator of the largest crude oil pipeline in Colombia.

SunPower. Sale of photovoltaic power plants' projects in Chile to Total Eren, 2019
Mariel represented SunPower Corporation, a leading global solar innovation company, in the sale of its three Chilean subsidiaries formed to develop, construct, own and operate photovoltaic power plants, associated electrical substations, switchyards and interconnections lines located in the comuna of María Elena, Antofagasta, II Region, Chile, to Total Eren, S.A., an affiliate of Total, S.A., the major energy company.

Aeroméxico. Securitization of Collection Rights from Tickets, 2019
Mariel represented Aerovías de México, S.A. de C.V. (Aeroméxico) in the securitization of collection rights derived from airline ticket sales paid through credit cards and processed by BBVA, Banorte, Citibanamex and Santander (as acquirers). Mariel also represented Aeroméxico in the registration of an issuance program of trust debt certificates (certificados bursátiles fiduciarios) for a maximum amount of MXN 7 billion (approximately US$363.7 million) and the first issuance under such program for an amount of MXN 2.7 billion (approximately US$137.8 million).

BlackRock. Acquisition of Citibanamex Asset Management Business, 2018
Mariel represented BlackRock, Inc. in the process of obtaining all regulatory authorizations and approvals needed in connection with the acquisition of the asset management business of Citibanamex, a subsidiary of Citigroup Inc., by BlackRock.

Grupo Financiero Banorte. Merger of Grupo Financiero Banorte, S.A.B. de C.V., with Grupo Financiero Interacciones, S.A.B. de C.V., 2018
Mariel represented Grupo Financiero Banorte in the process of obtaining all regulatory authorizations and approvals needed in connection with the merger of Grupo Financiero Banorte, with Grupo Financiero Interacciones, as well as the mergers of certain financial entities members of such financial groups.

Afirme Grupo Financiero. Regulatory authorizations in connection with the acquisition and incorporation of UBS Bank México, by and in Afirme Grupo Financiero, 2018
Mariel represented Afirme Grupo Financiero in obtaining all regulatory authorizations and approvals in connection with the acquisition of UBS Bank México, S.A., Institución de Banca Múltiple, UBS Grupo Financiero, by Afirme, as well as the incorporation of such financial entity in Grupo Financiero Afirme.

KEB Hana Bank. Authorization to incorporate a Multiple Banking Institution in Mexico, 2017
Mariel represented KEB Hana Bank, the largest banking institution in South Korea, in the process of obtaining a license to incorporate a subsidiary multiple banking institution in Mexico. The authorization was granted by the Board of Governors of the Mexican National Banking and Securities Commission with the favorable opinion of the Central Bank. This is the second license granted to a Korean bank to establish a banking subsidiary in Mexico.

FINCA International LLC Disposition of Mexican Assets, 2016
Representation of 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 the multi-installment payment of the purchase price by purchaser Te Creemos Holding.

BNP Paribas MXN 700 Million CB, 2016
Representation of BNP Paribas Personal Finance, (BNPPPF) as issuer and BNP Paribas as guarantor in the first reopening of the second Mexican pesos-denominated issuance (BNPPPF 16) of BNPPPF's debt securities in the form of CBs (certificados bursátiles) for a total amount of MXN 700 million (approximately US$38 million), publicly offered in the Mexican securities market and issued under its locally registered CB program at a floating interest rate (TIIE) plus 0.45 basis points and maturing in June 2018. The proceeds will be used by BNPPPF for general corporate matters; in particular, granting loans to its clients.

Shinhan Bank Co., Ltd., Authorization to Incorporate a Multiple Banking Institution in Mexico, 2015
Mariel represented Shinhan Bank Co., Ltd., the largest bank in South Korea, in the process of obtaining a license to incorporate a multiple banking institution in Mexico. This license is the first one granted to a Korean bank in Mexico.

Comisión Federal de Electricidad US$700 Million Notes Issuance and Offering, 2015
Mariel was part of the team that acted as Mexican counsel representing BBVA Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. as joint lead managers and joint bookrunners in the issuance and offering of Comisión Federal de Electricidad (CFE), the national electricity company of Mexico (100 percent owned by the Mexican government) of US$700 million 4.875% notes due 2045, under Rule 144A and Regulation S of the US Securities Act of 1933. CFE's bond issue was listed on the Luxembourg Stock Exchange and traded on the Euro MTF market. The proceeds of the bond issue will be used by CFE for working capital and general corporate purposes in accordance with Mexican laws and regulations.

BNP Paribas Personal Finance MXN 1.100 Million CBs Offering, 2015
Mariel represented BNP Paribas Personal Finance, as issuer, and BNP Paribas, as guarantor, in the first Mexican pesos-denominated issuance of CBs (certificados bursátiles) for a total amount of MXN 1.100 million, publicly offered in the Mexican securities market, issued under its locally registered CB Program, at a floating interest rate (TIIE), plus 0.40 basis points and maturing in December 2018. The notes proceeds will be used by BNP Paribas Personal Finance for general corporate matters; in particular, granting loans to its clients.

MXN 10 Billion Debt Certificate Issuances by Comisión Federal de Electricidad, 2015
Mariel acted as deal counsel for Comisión Federal de Electricidad (CFE) in the seventh issuance (CFE 15) and the first reopening of the sixth issuance (CFE 14-2) of CFE's debt certificates (certificados bursátiles) under its MXN 100 billion (approximately US$6.5 billion) program as recurrent issuer registered in Mexico and authorized by Mexico's National Banking and Securities Commission (CNBV). The aggregate amount of both issuances was MXN 10 billion (approximately US$650 million). The debt certificates were fully registered with the CNBV and listed on the Mexican Stock Exchange. The reopening of the sixth issuance had a Mexican tranche and an international tranche; approximately 80 percent of the debt certificates were sold in Mexico and cleared through Indeval (Mexican securities clearinghouse), and 20 percent were sold outside of Mexico in reliance on rule 144A and Regulation S under the US Securities Act and cleared through Euroclear and Clearstream.

CFE US$1.071 Billion Issuances of Debt Certificates, 2014
Mariel was part of the team that acted as deal counsel for CFE in the fifth and sixth issuances of debt certificates (certificados bursátiles) under its MXN 100 billion (approximately US$7.142 billion) program as recurrent issuer registered in Mexico and listed on the Mexican Stock Exchange. The amount of the fifth issuance was MXN 5.5 billion (approximately US$392 million) and the amount of the sixth issuance was MXN 9.5 billion (approximately US$678 million).The aggregate amount of both issuances was MXN 15 billion (approximately US$1.071 billion). This transaction was the largest local debt offering by the CFE in its history and was the first local debt offering of CFE after the Energy Reform was approved.

Mexico's State of Chiapas US$850 Million Sub-Sovereign Debt Restructuring, 2014
Mariel was part of the team that represented the State of Chiapas in its record-breaking public debt restructuring. This was Mexico's largest sub-sovereign debt refinancing in 2014. The State of Chiapas incorporated a master trust with present and future proceeds derived from 20 percent of the federal tax participations to which the State is entitled, to set up a bankruptcy remote payment vehicle to service the restructured debt.

Comisión Federal de Electricidad Consent Solicitation Offer, 2014
Mariel was part of the team that represented Comisión Federal de Electricidad (CFE) in a consent solicitation offer to Trust Bond Holders (the "Holders") related to three of the Debt Programs sponsored by CFE. A consent solicitation fee of 15 basis points was offered to the Holders in order to obtain their consent to amend a covenant in the underlying financing documents to adjust such covenant to certain provisions of the Mexican Energy Reform. This was the first consent solicitation offer of its type in the Mexican market. The consent solicitation fee was only paid by CFE to those holders who attended or were represented at the Holders' meetings, and who voted in favor of the proposed amendment. The proposed amendment was approved in all of the 14 outstanding series under the three debt programs. The implementation of this new consent solicitation required extensive negotiation with Holders, custodians, common representatives, Indeval and BMV.