Sergio Márquez García Moreno
Sergio Márquez joined the Firm in 2006 and focused his practice on advising and structuring transactions in the fields of mergers and acquisitions, capital markets (equity, debt and structured securities) and banking.
In 2013, Sergio was transferred for one year to our offices in New York as a foreign legal consultant. During this time, he was involved primarily in the capital markets field, advising Latin American issuers and initial purchasers on high yield and investment grade offerings, pursuant to Regulation S and Rule 144A.
Sergio has advised local and foreign lenders and borrowers on the process to structure and negotiate corporate and syndicated loans and the diverse type of guarantees related to them, and he has participated as well in debt restructuring processes of public companies in Mexico. He has advised issuers and underwriters on the process to register, list and issue debt, capital, and structured securities (including FIBRAs, CKDs and securitizations of assets or receivables).
In the M&A field, Sergio has advised sellers and purchasers on the process of acquiring assets or shares (either total, majority and minority interests) as well as incorporating joint ventures and negotiating the rules applicable to partnerships in specific projects.
CDPQ US$500 Million Minority Investment in Sanfer
Representation of 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—entailed the primary subscription of shares issued by the company as well as purchasing shares from individuals pertaining to the controlling group, and General Atlantic (a significant minority stake in the company).
Fibra Shop and Ouest MXN 2.050 billion Loan for La Perla Shopping Center
Representation of an SPV created by Fibra Shop and Motfour (Ouest), as borrower, in a term loan granted by a syndicate of banks in which Banco Sabadell acted as administrative and collateral agent, for an amount of MXN 2.050 billion (approximately US$102.5 million), and certain shareholders of Motfour acted as joint obligors, in order to finance the construction and operation of the shopping center Distrito La Perla, located in Zapopan, Jalisco, Mexico. The loan was guaranteed initially with a security trust to which the rights to receive all rents are contributed and, once the project is at a stable stage and the condominium estate is created, with a mortgage on the real estate.
MXN 453.7 Million CKD investment in CMR
Representation of 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 Mexican public markets. This was the first transaction of its kind in Mexico.
Viva Aerobus Securitization
Representation of Viva Aerobus in the creation of a trust in connection with the securitization of future cash receivables derived from ticket sales paid with credit cards through Viva Aerobus' offices and website, through the issuance of trust certificates for a maximum amount of MXN 3 billion. Also, represented Viva Aerobus in the first issuance under the program for an amount of MXN 1 billion. The proceeds of the first issuance were used mainly to pay in full trust certificates issued in 2015 in connection with a securitization process of the same rights that comprise the trust estate of the new issuance trust. This implied that the contribution of the rights to receive future cash flows was conditioned upon successfully issuing the trust certificates and payment in full of the 2015 notes.
Legal counsel of IAMSA in a credit agreement granted by Bancomext, as lender, to refinance liabilities of entities related to it. The loan was guaranteed with an administration trust to which all rights by Aeroenlaces Nacionales to receive any cash amounts resulting from its business were contributed.
Legal counsel to the underwriters and structuring agents in diverse issuances of notes denominated certificados de capital de desarrollo (CKDs) sponsored by: (i) Ainda, Energí a & Infraestructura, and (ii) SGMX Administradora de Fideicomisos, an entity related to the Southern Cross Group, and (iii) CKD Be Grand 17. Sergio also represented RCO in the first CKD ever listed in Mexico.
Provide legal advice to the following issuers in the Mexican Stock Exchange with respect to the authorization and implementation of a program that allows them to issue debt instruments as recurrent issuers, and to obtain authorization to carry out the specific issuances outlined below: (i) Grupo Aeroportuario del Pacífico, (GAP) which program originally allowed it to issue instruments up to a revolving amount of MXN 9 billion up to 2020 and was later amended to a total of MXN 15 billion, which was issued in full in seven issuances, two of which were issued in a conjoint manner (vasos comunicantes) and one which was reopened to increase the issuance amount; (ii) Fibra Shop in the process to (a) increase the maximum revolving amount of a program to issue debt instruments from MXN 5 billion to MXN 8 billion, (b) obtain the required authorization of the forms as recurrent issuer, and (c) carry out the second and third issuances in a conjoint manner (vasos comunicantes) for an aggregate amount of MXN $3billion, and (iii) Montepío Luz Saviñón in the issuance of the MONTPIO 19 notes for an amount of MXN 500 million.
Program to Issue Short-Term Notes
Represented a different number of corporations to implement a program to issue short-term notes in the Mexican Stock Exchange, such as Aeroenlaces Nacionales (Viva Aerobus) and Grupo Viva Aerobus. Also advised other issuers to amend their existing programs, such as Montepío Luz Saviñón.
Represented Banco Multiva on the establishment of a program to issue banking notes; term cash banking deposit notes; and bullet notes on the Mexican securities market worth up to MXN 10 billion.
Comercializadora Círculo CCK
Represented CCK in the registration of their first program to issue debt instruments and list them in the Mexican Stock Exchange up to a revolving amount of MXN 3 billion, and in the first issuance thereunder for an amount of MXN 1.282 billion.
Grupo Viva Aerobus
Represented a syndicate of banks in a term loan granted to finance the acquisition of shares representing 49 percent of the capital stock of Grupo Viva Aerobus. The transaction was guaranteed with a security trust, which held the shares representing the capital stock of the borrower and an administration trust to which the proceeds obtained from Viva Aerobus' operation were contributed.
Legal counsel to BBVA Bancomer, as administrative agent, collateral agent, structuring agent and lender, as well as a syndicate of lenders in a syndicated loan for MXN 850 million granted to Alucaps Mexicana, and Alucaps Mexicana de Occidente, guaranteed with an industrial mortgage.
Loans subject to Foreign Law
Mexican legal advisor to diverse lenders, both local and foreign, in the granting of loans to Mexican entities, as borrowers and/or as guarantors, in loans subject to a foreign law, such as: (i) syndicated loan granted by Banco Santander (México), HSBC Mexico and Bank of Nova Scotia to Grupo Industrial Saltillo, (ii) a loan granted to Pintura y Ensambles de México, S.A. de C.V., a subsidiary of CIE Autometal de México, S by The Bank of Nova Scotia, (iii) a loan granted to Deacero, by Sumitomo Mitsui Banking Corporation, and (iv) a loan granted to Deacero, by ABN Amro Bank N.V.; including, as applicable, the implementation of Mexican guarantees.
Provide legal counsel to BlackRock, Inc. in structuring and setting up an investment vehicle funded with US$70 million contributed by the Mexican trust issuer of notes denominated certificados de capital de desarrollo (CKDs) managed by I Cuadrada, an entity later acquired by BlackRock. The funds contributed to the investment vehicle were directed to an infrastructure project in Mexico to construct and operate a gas pipeline named Los Ramones II.
Acquisition of 33 percent Stake in Aeropuertos Mexicanos del Pacífico (AMP)
Represented Controladora Mexicana de Aeropuertos, (CMA) in the US$222 million acquisition from Desarrollo de Concesiones Aeroportuarias, a Spanish subsidiary of infrastructure conglomerate Abertis (Abertis), of its 33 percent stake in AMP, the controlling entity of Grupo Aeroportuario del Pacífico (GAP). GAP is a public company listed on both the Mexican and New York Stock that operates 12 airport concessions in Mexico. The transaction included the exercise of a right of first refusal by CMA. Previously, Sergio represented CMA in more than two years of corporate disputes with Aena Desarrollo Internacional, a Spanish, government-owned airport operator (AENA) and Desarrollo de Concesiones Aeroportuarias.
Coppel Acquisition of Viana
Represented Grupo Coppel, in the MXN 1 billion acquisition of the conglomerate of companies related to the Viana brand, a local retailer in Mexico City, and certain surrounding States.
Legal counsel of Oleoducto Central S.A., owner and operator of Colombia's largest crude oil pipeline (the Ocensa Pipeline) and operator of Colombia's primary crude oil export facility (the Port of Coveñas), in connection with its inaugural Rule 144A/Regulation S offering of US$500 million 4.000% senior unsecured notes due 2021. The notes were listed on the Luxembourg Stock Exchange.
Represented Otay-Tijuana Venture LLC, a conglomerate of high-level US and Mexican investors, in an agreement entered with Grupo Aeroporturario del Pacífico (GAP) for the construction, operation and maintenance of a pedestrian cross-border bridge at the international boundary between Mexico and the United States that connects the existing Tijuana airport with a terminal building located in San Diego, CA, constructed by Otay-Tijuana Venture LLC.