Michell Nader S.

Michell has been involved in a wide variety of matters in the finance and M&A sectors. His background includes many of the largest and most complex transactions ever done in Mexico and the development of products and structures for clients which have had significant impact on the banking, real estate, capital markets and M&A industries, including the creation of the money transfer system for remittances from the U.S. to Mexico in 1996.

Michell’s main areas of work are structured and acquisition finance, M&A, banking, capital markets, real estate and workouts.

He has worked in some of the most complex and largest M&A transactions in Mexico including the representation of GE in the sale of its real estate business to Blackstone, the acquisition of Aseguradora Hidalgo by MetLife, the sale of Iusacell by Grupo Salinas to AT&T and the acquisition by Vinci Airports of an equity interest in OMA.

Michell has also participated in multiple finance transactions including intangibles, real estate, telecommunication networks, infrastructure and power plants. He has worked on some of the largest debt restructurings in Mexico including AHMSA, GEO, URBI, Comerci, Iusacel and Grupo Mexico.
He has worked on a number of leveraged acquisitions representing lenders or purchasers of listed companies in Mexico in the textile, steel and telecommunications industries and advised clients in multiple acquisitions and divestitures of banks, pension funds, and insurance, telephony and real estate companies.

He has been very active in capital market deals, representing sponsors of Fibras, CKDs and issuers of bonds in Mexican and global offerings. He advised the Mexican government in creating the structure for the PPP model for Mexican infrastructure projects and has worked extensively with local governments in the development of their legal and regulatory frameworks for PPPs.

He represented the lender in the largest real estate financing ever done in Mexico and acted for the financial investor in the creation of the first Mexican land bank. In addition to his transactional work he has been involved in a number of high profile matters including (i) advice to the US Department of the Treasury in the USD$20 billion emergency financial package provided to the Mexican government in 1995; (ii) advice to the US Commerce Department in the negotiation of Chapter Eleven (Investment) and Chapter Fourteen (Financial Services) of NAFTA; and (iii) advice to different Mexican States in the development of investment, budgetary and tax laws.

Michell regularly writes articles on his areas of expertise and contributes to specialized publications. He has lectured in Corporate Law, Commercial Law and Comparative Law at the Universidad Iberoamericana. He received his LL.M. in Comparative Law from Georgetown University, having graduated as an attorney (summa cum laude) from Universidad Iberoamericana.

A selection of recent transactions and projects on which Michell advised, include:

• Grupo Murano, a leading Mexican hospitality developer, in connection with the execution of a Business Combination Agreement with HCM Acquisition Corp (NASDAQ: HCMA), a SPAC incorporated in the Cayman Islands. The transaction, which is subject to customary closing conditions and regulatory approvals, values Murano  at a pro forma enterprise value of approximately US$810 million, assuming US$10.00 per share and approximately 85% redemptions.
• VINCI Airports in the negotiation and execution of the financing documents for the indirect acquisition of 29.99% stake in Grupo Aeroportuario del Centro Norte (OMA), a Mexican airport concessionaire of 13 airports listed in Mexico with ADSs on the NYSE for USD$1.17 billion.
• Grupo Elektra, in eleven issuances and public offerings during 2022 for an aggregate amount of MXN$19.5 billion: nine issuances of long-term debt certificates (certificados bursátiles de largo plazo) for an aggregate amount of MXN$15.5 billion and two issuances of short-term debt certificates (certificados bursátiles de corto plazo) for an aggregate amount of MXN$4 billion, under its 2018 and 2020 debt programs in the Mexican Institutional Stock Exchange (BIVA).
• HKE1, Responsability Global Micro and SME Finance Fund, Responsability (SICAV) Agriculture Fund and Avenue Sustainable Solutions Fund, in the preparation and negotiation of the mexican securities of a NY Law credit facility granted to Agro Vision Corp.
• The bondholders and common representative of GICSA-15, GICSA-17, and GICSA-19 in the bond reestructure process. The reestructure will allow Grupo GICSA to reach a sustainable capital structure that maximizes the value for all stakeholders of the company and gives Grupo GICSA a better financial position in the long term.
• Total Play, a leader provider of triple play services in Mexico, a) in the issuance and public offering of short term debt certificates (certificados bursátiles de corto plazo) with ticker symbol “TPLAY 00222”, for a total amount of MXN$1,000,000,000; b) in the issuance and public offering of long term debt certificates (certificados bursátiles de largo plazo) with ticker symbol “TPLAY 22”, for a total amount of MXN$1,593,000,000.00 (aprox. USD$79.6 million) under its current debt programme.
• Nueva Elektra del Milenio, a subsidiary of Grupo Elektra, and Grupo Elektra as payment guarantor, in connection with the creation of a cross-border remittances securitization program and its first USD-denominated 144A / Reg S Senior Notes offering for USD$500 million.
• CIBanco acquired Deutsche Bank Mexico’s trustee and common representation business in Mexico through a spin-off / merger transaction approved by CNBV and COFECE.
• Grupo Elektra, in the public bond offering (certificados bursátiles) in Mexico with ticker symbol “ELEKTRA 20”, for a total amount of MXN$2.5 billion under its debt program, with a fixed interest rate of 9.35%.
• BBVA Bancomer, Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, Banco Nacional de Comercio Exterior, Institución de Banca de Desarrollo and SabCapital, SOFOM, ER as joint lenders, together with BBVA Bancomer, Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, as administrative and collateral agent, on a secured financing for an amount of USD$145 million in favor of Promotora Atardeceres del Pacífico, for the construction of a Dayforia hotel by Live Aqua in Puerto Vallarta.
• A real estate company Murano, in the establishment of the first multi- CERPI registration in Mexico. The five-year programme was established for an amount of MXN$20,000 million.
• Evercore Mexico sold its trustee and common representation business in Mexico to CIBanco. The transfer was made through a spin-off / merger transaction approved by CNBV.
• Pantaleón in the acquisition of 99.7019% of the stock Ingenio el Mante, which owns and operates a sugar mill located in Mante, Tamaulipas.
• Altán Redes on the USD$50 million cross-border financing for the Red Compartida Project, a major telecoms PPP Project for Mexico’s wholesale shared mobile network and the amendments to the structure required to adhere new secured parties.
• PGIM Real Estate on the extremely complex restructuring of its USD$700 million real estate portfolio, developed in conjunction with Mexican housing developer Urbi, one of the largest homebuilders in Mexico. PGIM Real Estate is possibly the first and only creditor to settle on a restructuring plan for its real estate portfolio with Urbi prior to such entity entering into a concurso mercantil process.
• Fibra Danhos with its launch of an unsecured term notes Programme for up to MXN$8,000 million, and with the first two public offerings thereunder for MXN$4,000 million, which were placed on the Mexican public debt market on July 7, 2016.
• Among others..