Carlos Mainero Ruíz
Biography
Overview
Carlos Mainero joined White & Case Mexico in 2003 and is active in capital markets, secured financing, banking and securities advice, as well as general corporate matters. He has represented Mexican and non-Mexican issuers, underwriters, purchasers, sellers, investors, lenders and borrowers in securities offerings, stock and asset acquisitions, financing transactions and joint ventures, among others.
Carlos Mainero's practice is also focused on corporate governance compliance, both for public and private companies.
Carlos Mainero joined White & Case's New York office as a visiting associate in 2009 after obtaining an LLM degree in Banking and Financial Law from Boston University. During his stay at the New York office, Carlos was involved primarily in capital markets transactions, including the representation of both issuers and initial purchasers or underwriters in high-yield offerings and initial public offerings, pursuant to Regulation S and Rule 144A, that involved Latin American issuers. In addition, Carlos Mainero's practice in New York involved counseling banks in their daily financing operations to several Latin American clients.
Carlos Mainero rejoined White & Case's Mexico City office in 2010, was appointed local partner in 2017, and appointed partner in 2021.
Experience
Carlos has participated in a large number of transactions, including:
Sempra Energy US$5.81 Billion Acquisition of Remaining IEnova Stake, 2021.
Carlos represented Sempra Energy in its US$2.0 billion acquisition of the remaining stake in Infraestructura Energética Nova (IEnova), one of the largest owners and operators of renewable power assets and energy transportation and storage in Mexico through an exchange tender offer in the form of Sempra's shares of common stock, and a subsequent cash tender offer. He further advised Sempra in the process to delist IEnova from the Mexican Stock Exchange.
Konfío's US$50 million Sale of Loan Portfolio to Goldman Sachs, 2021.
Carlos represented Konfío in its US$50 million sale of a loan portfolio to Goldman Sachs USA Bank.
Xepelin's US$50 million Structured Finance with CIM, 2021.
Carlos represented Xepelin, one of the largest originators in Chile, and its Mexican subsidiary, in a structured finance of up to US$80 million granted by CIM. Under this structure, the borrower is a special purpose trust created by Xepelin, and is secured through eligible receivables originated by Xepelin Mexico that are transferred to the Trust.
Architect Capital Asset SPV LLC in Loan Facilities to Mexican Fintech Start-ups, 2021.
Carlos has represented Architect Capital Asset SPV LLC in various as lender in structured loan facilities to Mexican start-ups to finance eligible receivables. The loan facilities are typically granted through an intermediary vehicle, in the form of a Mexican special purpose financial institution (SOFOM). The borrower is typically a Mexican originator of receivables through fintech apps other technology devices. Architect is a California-based fund that focuses on specialty credit investments in technology-enabled companies in Mexico and other jurisdictions in Latin America.
Banca Afirme MXN2 Billion Notes Program Establishment and MXN 500 Million Inaugural Offering, 2020.
Carlos represented Banca Afirme, the retail bank of Grupo Financiero Afirme, in the authorization in Mexico of its MXN2 billion subordinated notes program and its inaugural offering in the Mexican market of MXN500 million subordinated non-preferred notes due 2030 in Mexico. The notes' main purpose is to strengthen the Tier II capital of the bank and for general corporate purposes.
Banca Afirme MXN230 Million Notes Offering, 2020.
Carlos represented Banca Afirme, in the second offering in the Mexican market of MXN230 million subordinated non-preferred notes due 2030 in Mexico (considering the full exercise of an over-allotment option of MXN30 million). The notes' main purpose was to strengthen the Tier II capital of the bank and for general corporate purposes.
iShares ESG MSCI Mexico ETF Public Offering, 2020.
Carlos represented BlackRock México Operadora, a subsidiary of BlackRock Inc., the largest asset manager in the world, as administrative agent and settlor in the public offering of a new domestic exchange-traded fund (ETF) product and its listing with the Mexican Stock Exchange. This ETF seeks to replicate the return, before fees and costs, of the MSCI Mexico ESG Select Focus Index, an index designed to maximize exposure to positive environmental, social and governance (ESG) factors while exhibiting risk and return characteristics similar to those of the MSCI Mexico Index (Parent Index), as well as keeping the carbon exposure of the index similar to that of the Parent Index. This was the first domestic ETF launched by BlackRock in Mexico since 2014.
Fibra Shop's Refinancing – Debt Exchange Offer and Syndicated Loan, 2019.
Carlos represented Fibra Shop, the Mexican real-estate investment fund focused on commercial malls, in the refinancing of its existing indebtedness. This process involved an exchange offer of TIIE and UDI-denominated 2019 notes for existing TIIE 2015 notes, through an exchange offer, as well as the negotiation of an MXN3 billion syndicated loan secured through mortgages and a cash flow trust, to refinance its existing 2016 MXN3.2 billion syndicated loan facility.
UNIFIN's Private Securitization, 2019.
Carlos represented UNIFIN and Scotiabank in UNIFIN's private securitization of MXN250 million, whereby Scotiabank funded UNIFIN with recourse to an administrative trust maintaining receivables originated by UNIFIN in its ordinary course of business.
PayJoy Mexico Financing, 2018.
Carlos represented PayJoy México, a subsidiary of PayJoy, the leading US-based firm engaged in providing access to consumer finance and smartphone technology to people in emerging markets worldwide. Carlos advised PayJoy in its role as borrower in an MXN 600 million financing from Arc Labs Opportunities Fund I, LP. The financing is secured through a guaranty trust, where the assets primarily consist of receivables accrued by PayJoy in its Mexican business, and through a pledge created over PayJoy's beneficiary rights under the guaranty trust.
Grupo Financiero Banorte's US$1.4 Billion Merger with Grupo Financiero Interacciones, 2018.
Carlos represented Grupo Financiero Banorte in reaching an agreement to acquire, through merger, Grupo Financiero Interacciones. The acquisition included the banking, broker-dealer, insurance and asset manager subsidiaries of Grupo Financiero Interacciones. The merger is valued at circa US$1.4 billion. As a result of this transaction, Grupo Financiero Banorte has become the second-largest banking financial group in Mexico and the country's largest infrastructure lender.
Grupo Cementos de Chihuahua MXN 4.9 Billion Shares Offering, 2017.
Carlos represented Citibanamex Casa de Bolsa, J.P. Morgan México, Casa de Bolsa Banorte, Casa de Bolsa BBVA Bancomer and Casa de Bolsa Santander as lead underwriters on the secondary offering of 51,750,000 ordinary shares of Grupo Cementos de Chihuahua (GCC), conducted by Cemex. GCC is one of the largest leading cement companies in Mexico, with a significant presence in the United States through a corridor that extends from states along the Mexico-US border to the US-Canada border.
Subscription offering of FSHOP CBFIs, 2015.
Carlos advised Fibra Shop, the only Mexican Fibra focused on commercial malls, in the subscription offering of real estate trust certificates (certificados bursátiles fiduciaries inmobiliarios) made to current holders of the Fibra. The process involved an offering to investors located in Mexico and abroad and the design of the corporate and regulatory structure of the transaction.
ETFs iShares BlackRock Offering, 2014.
Carlos advised Impulsora y Promotora BlackRock México (Mexican subsidiary of BlackRock, Inc., the world's largest asset manager) in the offering of three different series of exchange-traded funds (ETFs) in the Mexican Stock Exchange (MEXMTUM, MEXRISK y IVVPESO) in which such entity acts as administrative agent. These were the first offerings of ETFs in the Mexican market after their incorporation as a distinctive type of security in the Mexican Securities Market Law, after the substantive financial reform enacted in January 10, 2010.
Acquisition of The Royal Bank of Scotland México, 2014.
Carlos advised a number of investors in the first management buy-out of a Mexican banking institution, including the various shareholders' arrangements and the regulatory approval process with the Mexican financial authorities. This deal obtained its regulatory approval by the Mexican financial authorities in February 2014.
Naftrac Exchange from CPOs to CBs, 2013.
Carlos advised BlackRock in the regulatory process required for the exchange of the then-outstanding CPOs (certificados de particpiación ordinaria) for Cebures (certificados bursátiles) representing Naftrac, the most liquid ETFs in the Mexican securities market representing the National Quotation Index (Índice de Precios y Cotizaciones). The transaction involved the negotiation of the process with the Mexican regulatory authorities and with the Mexican Stock Exchange, as well as the offering of the Cebures that currently represent such index.
Mexico Chapter for The Intellectual Property and Antitrust Review – Editions 1, 2, 3, 4, 5 and 6 (2016-2021) (co-author with Antonio Cárdenas)
Mexico Chapter for Getting the Deal Done – Corporate Reorganisations (Mexico) – Editions 1 and 2 (2018 and 2019)
