Our Banking and Finance Practice Group is one of the largest groups of attorneys dedicated to banking and finance matters in Mexico. Our clients benefit both from a wealth of expertise in our financial practice and the support of other practices of the Firm, including M&A, tax, real estate, securities and infrastructure, among others.
Our Banking and Finance Practice Group advises leading financial institutions in the world, including commercial banks, investment banks, finance companies, export credit agencies, hedge funds, insurance companies, leasing companies, mutual funds, asset-based lenders, pension fund vehicles and other institutional investors.
NHG is a ‘major competitor in the banking and finance sector’, and the firm of choice for an excellent roster of global banks, financial institutions and corporate clients. Legal 500, Latin America 2021.
We play a prominent role in all areas of the banking and finance industry, including capital markets, securitization, structured finance, equity offerings, equity funds, leveraged buy outs, insurance, leasing, corporate lending, real estate finance, project finance, workouts, insolvencies and restructurings, among others. We also regularly advise clients in a variety of regulatory matters.
Throughout its more than 30 years of existence, our Banking and Finance Practice Group has earned recognition for its depth, creativity, affinity for product marketability, and handling of cutting-edge financial structures.
Our Firm has developed a wide array of specialties:
Our Securitization Practice Group has played a prominent role in the Mexican securitizations market since its inception in the mid-eighties, pioneering credit card receivables securitizations. We have ample experience in securitizations of both existing assets and future flows with respect to a diversified base of underlying assets, including credit card, tollroads, governmental fees, PPP payments, mortgage and construction loans, car loans, retail, consumer, trade, maritime freight and airfare receivables, and equipment and real estate rental streams, in which we have achieved an unparalleled command of the interplay of dissimilar tax, legal and accounting treatments.
Our securitization practice benefits from our expertise in secured lending, restructurings, bankruptcies and workouts, which has allowed us to deal with true sale and bankruptcy-remoteness issues with particular efficiency and safety. Also, our securitization practice is greatly enhanced by our intimate knowledge of the regulatory framework and investment rules applicable to institutional investors.
Our Group is the market leader in real estate financing. We have handled many of the largest real estate financings in Mexico. Our real estate lawyers have the skills and expertise in representing both lenders and borrowers in acquisition loans, land development loans, bridge and permanent loans, and construction loans involving the development, purchase, sale or lease of residential, commercial, office and industrial properties as well as hotels and resorts, and mixed-use properties.
For more information on our Real Estate capabilities, please refer to our Real Estate practice area page.
Our Securities Group regularly advises issuers, investors, broker dealers, credit enhancers and underwriters in a wide variety of international and domestic public and private offerings of debt or equity securities, as well as in tender offers and crafting innovative solutions for some of the largest and most complex transactions in the industry. We participate in all legal aspects of the issuance of securities and other debt instruments. In addition, we provide advice to clients on the periodic reporting requirements of the Mexican Securities Market Law (Ley del Mercado de Valores), on disclosure issues, insider trading and enforcement matters. We actively participate in the structuring and implementation of public funds, through the issuance of structures notes known as “certificados de capital de desarrollo” (CKDs) in the domestic Mexican market, in a variety of industries, including real estate and infrastructure.
Our Restructuring, Bankruptcy and Workouts Practice has been involved in every aspect of restructurings and workouts including strategic positioning and strategic alliances, structuring, coordination and litigation, documentation, asset divestitures, leveraged buyouts, debt repurchases, debt swaps, debt-to-equity swaps and refinancing through means ranging from take-out lenders, private equity, public offerings of commercial paper, notes and bonds and financial and leveraged leases. Our clients benefit from unparalleled workouts and insolvency related expertise derived from our involvement in over US$15 billion of cross-border restructurings, workouts and insolvency-related matters. Lessons learned in the workouts and insolvency field are “reversed-engineered” into our secured and structured finance transactions as a matter of course, without detracting from ease of use and product marketability.
For more information, please check out our Workouts & Insolvency practice area page.
The Firm’s finance team regularly advises some of the world’s major financial institutions on single lender and syndicated lending transactions, both secured and unsecured, single and multi-currency. Our lawyers also represent corporate borrowers and export credit providers, in senior or subordinated loans. We fully understand the syndication process and the particulars of agent and other parties’ responsibilities.
Our syndicated lending practice includes both simple and complex secured financing structures in local and cross border deals. Deals on which we have advised include collateral as diverse as real estate, securities, aircraft, machinery and equipment, concession rights, intellectual property, receivables, minerals, telecommunications networks, etc. Our lawyers are amongst the very few Mexican attorneys familiar with Islamic financing structures.
We actively represent financial institutions in establishing mid- and long-term working capital facilities and granting import-export and short-term trade financing to Mexican corporate borrowers.
The Firm regularly acts as counsel for a number of foreign and domestic financial intermediaries in connection with this type of lending activity, including, among others, Banamex, Credit Agricole, Wells Fargo, Bank of America N.A., Bank of America México, Chrysler Financial Company, Bank of Tokyo Mitsubishi (México), Eximbank and Metropolitan Life.
Our Group is a market leader in structuring highly secured financings collateralized with all types of Mexican assets. Notwithstanding a sometimes cumbersome underlying framework with regard to the perfection of liens (especially liens on present and future intangibles and floating liens) we have, time and again for all types of collateral, set the Mexican structural benchmarks both as to the protection of secured lenders against competing interests as well as to overall efficiency.
In addition, we regularly advise financial institutions, operating and construction consortiums, equipment suppliers and public service concessionaires with regard to project, infrastructure, procurement and privatization financings that have included electricity generation plants, long distance telephony, television broadcasting, direct-to-home satellite services, digital cellular communications services, wireless local loop telephone services, electricity transmission lines, natural gas distribution, oxygen, nitrogen and other industrial gas generation facilities and pipelines, off-shore drilling rigs, port developments, toll-roads, toll-bridges as well as combined hotel/office and/or sports/residential facilities.
As with other of our specialties, our ability to add value in this field is enhanced by our knowledge of how to positively impact tax and accounting matters, the strength of our M&A Practice, our strong workouts background and our transactional focus.
We are leaders in ensuring optimal integration of legal structuring with tax and accounting objectives in strict accordance with applicable law, regulations, industry standards and best practices recommendations. Owing greatly to our sophisticated tax and structured finance expertise, as well as our extensive work on aeronautical and maritime matters, we have spearheaded the development of a significant number of transactions of this type.
These range from cross-border synthetic leases of both movables and real estate (complying concurrently with Mexican GAAP, U.S. GAAP, IAS guidelines and Federal and local tax statutes as confirmed in each case with Federal and local tax authorities), to multi-party, cross-jurisdictional depreciation of assets, to leveraged and single investor leases.
Our advice has encompassed equity participants, lessors, lessees and arrangers and we have developed important liaisons with most of the Mexican accounting professionals who are active in this specialty.
Given the outstanding reputation of our Group in the Restructuring, Bankruptcy and Workouts field and our distinctive drive for efficient tax structuring, we have been actively sought by sellers and purchasers of distressed financial assets. Our role in this field has included the rendering of advice regarding the appropriateness of the documentation representing or giving rise to the financial assets in question, the suitability of the selling and purchasing vehicles, non-payment risk by underlying obligors, off-loading strategies, collection methodologies and overall structure.
We are experts in the regulatory and transactional aspects of establishment, mergers, spin-offs, acquisitions, joint ventures and divestitures of financial intermediaries in Mexico. Our representation has included that of shareholders, bidders and targets, and has been distinctively bolstered by the Firm’s expertise in mergers and acquisitions, bank regulatory and antitrust matters.
We have built significant credibility and routinely deal with all relevant regulatory and surveillance governmental agencies. Representative transactions in this field include establishment, M&A and divestiture work for, among others, Rabobank, The Royal Bank of Scotland, Bank of America, DaimlerChrysler Financial Company, General Electric Capital Corporation, Metropolitan Life Insurance Company, Banco Azteca, Prudential Seguros, Transamerica Commercial Distribution Finance and the World Bank. The Firm routinely advises and represents regulated financial intermediaries of all types with regard to compliance with Mexican regulatory requirements, a field which requires a high degree of specialization and sophistication given the disperse and at times even contradictory nature of existing laws, regulations, and individually applicable administrative rulings.
Our involvement in regulatory matters covers a wide range of subjects, including corporate governance, capital adequacy, reserve requirements, investment guidelines, lending regulations such as interest rate regulations, regulations regarding transactions with affiliates and transactions with other financial intermediaries, permitted and restricted transactions and services and specific product requirements such as those applicable to foreign exchange and derivatives products.
We have provided advice to banks doing business or established in Mexico and prepared documentation in connection with a wide variety of derivatives, bank treasury, cash management and trading floor products, including interest rate, currency and total return swaps, other derivative products, foreign exchange futures contracts, “repos”, account pooling, zero-balancing, foreign exchange sweeps, daylight and overnight overdraft facilities and netting arrangements.