Diego Hernández-Sampelayo Lara

Associate, Madrid

Biography

Overview

Diego Hernández-Sampelayo is a dual qualified associate in the Corporate and M&A Department of the Madrid office. Previously, Diego was an associate in the Americas Capital Markets and Corporate / M&A Groups in the Mexico City office. During his c. 10 years at White & Case, Diego has also assisted the Banking and Finance Practice in New York, the Structured Finance Practice in London, and the Energy, Infrastructure, and Project Finance Practice across EMEA.

Diego focuses his practice in transactional deals related to M&A, Project Finance, Securities Markets and Banking. He has participated in numerous mergers and acquisitions and financing transactions through EMEA and the Americas, and has also assessed arrangers, sponsors, issuers/borrowers and investors on collateralized loan obligations, whole-business securitizations, project finance transactions and general financing matters.

A portion of Diego's expertise in M&A and Project Finance derives from his secondment in Abdul Latif Jameel's Energy Spanish company, Fotowatio Renewable Ventures, where he has assisted in several venture capital investments, M&A transactions and project finance deals regarding green hydrogen, photovoltaic, wind, and battery energy storage projects throughout Australia, the European continent and the Middle East.

Diego's experience is not limited to transactional deals, as he also serves as Pro Bono Coordinator of the Madrid office and the Fundación Pro Bono España, Spain's largest Pro Bono clearinghouse.

Bars and Courts
Madrid Bar
Authorized to practice law in Mexico
Education
Attorney at Law (Abogado)
Universidad Iberoamericana
Master's Degree
Banking and Finance Law
CUNEF
Languages
Spanish
English
French

Experience

Diego has participated in a large number of transactions, including:

Representation of Providence Equity Partners (Providence) on its sale of a 50 percent stake in Globeducate to Wendel, a French investment company. Globeducate provides primary and secondary education through a network of 65 premium bilingual and international schools, as well as online programs, across 11 countries primarily in Europe.

Representation of Groupe BPCE (2nd largest banking group in France pursuing banking and insurance activities) in its €1.1 billion acquisition of Société Générale Equipment Finance, one of the European leading providers of industrial equipment lease financing.

Representation of the German company Rameder Anhängerkupplungen und Autoteile GmbH (a portfolio company of FSN capital) on its acquisition of 60% of the shares of the Spanish company Enganches y Remolques Aragón, S.L. Both Rameder and Enganches y Remolques Aragón are engaged in the manufacture of tow bars for all type of vehicles. FSN Capital is a leading northern European Private Equity.

Representation of Abu Dhabi Future Energy Company (Masdar), Abu Dhabi's leading renewable energy company on the formation of a joint venture with Spanish listed multinational electric utility company Iberdrola group to jointly develop and operate project "Baltic Eagle", a 476 MW offshore wind farm located in the German Baltic Sea near the island of Rügen and valued at approximately €1.6 billion.

Representation of AGIC Capital, a growth-oriented European-Asian private equity firm in its acquisition of a majority stake, together with key management, in Paris-based Pure Trade, a leading global supply chain solution provider in the premium secondary and promotional packaging space.

Representation of Adler Pelzer Holding GmbH, a worldwide leader in the design, engineering and manufacturing of acoustic and thermal components and systems for the automotive sector, on the issuance of €400 million 9.500% senior secured notes due 2027. The notes have been offered and sold pursuant to Rule 144A and Regulation S under the US Securities Act and listed on Euronext Dublin's Global Exchange Market.

Representation of Biosynex S.A., on its acquisition of 80% of the shares of Laboratorios Rhogen, S.L., a company based in Spain, from 3 founders.

Representation of NIAM Infrastructure (the infrastructure arm of NIAM, one of northern Europe's leading fund managers) in connection with its acquisition of Bright Sunday, a Swedish "Solar as a Service" company with operations in Spain and Portugal.

Kommunalkredit Austria AG and European institutional investors, on the secured €175 million refinancing of Spanish Solar PV Plant Talasol.

Tier Mobility, e-transportation company, on their acquisition of Leipzig bike rental company Nextbike.

BTS Group, a Swedish listed company specializing in business strategy development services, on their acquisition of Netmind, a digital solutions group based in Spain.

Nordic Capital Fund VIII, part of the portfolio of Cary Group, in its acquisition of Auto Cristal Ralarsa, a Spanish chain of vehicle repair and replacement workshops.

Adler Pelzer Holding GmbH on the issuance of €75 million 4.125% senior secured notes due 2024, to be added to its outstanding €350 million 4.125% senior secured notes due 2024, issued pursuant to Rule 144A and Regulation S under the US Securities Act. The notes will be listed on the Euronext Dublin Global Exchange Market.

AI Candelaria (Spain), S.A. in an offering of US$600 million in aggregate principal amount of its 5.750% senior secured notes due 2033 and a purchase of US$375 million in aggregate principal amount of its 7.500% senior secured notes due 2028 pursuant to a tender offer. The offering of the new notes and the tender offer were structured to constitute an intermediated exchange offer, with Credit Suisse acting as purchaser of the existing notes. AI Candelaria used the remaining funds from the note offering (i) to pay a portion of the purchase price for its acquisition of an additional 5% interest in Oleoducto Central S.A., owner and operator of the largest crude oil pipeline in Colombia, (ii) to pay premiums, fees and expenses in connection with the tender offer and consent solicitation and the note offering and (iii) for general corporate purposes. AI Candelaria is a Spanish holding company whose primary asset is an ownership interest in Oleoducto Central S.A.

Deutsche Bank (London and New York), Societe Generale and Sumitomo Mitsui Banking Corporation as mandated lead arrangers, global syndicate, active bookrunners and original lenders in relation to a €620 million financing of the Data4 data center business. The facilities include a €290m tranche for refinancing existing debt and transaction costs, a €310m delayed draw facility for use towards capex projects at the data centers over the next four years and a €20m revolving credit facility. This deal is one of the largest data center financings completed in the market to-date and covers 19 data centers across France, Italy, Luxembourg and Spain, with a further 6 under construction and an intention to expand in Central Europe and Scanadinavia.

UniCredit S.p.A., Intesa Sanpaolo S.p.A., Mediobanca – Banca di Credito Finanziario S.p.A. and UBI Banca S.p.A. in connection with a €200 million SACE S.p.A. guaranteed financing to Aeroporti di Roma S.p.A.

PayJoy Mexico, S.A.P.I. de C.V. ("PayJoy"), as borrower, in connection with a US$70 million secured structured financing facility by Arc Labs Opportunities Fund I, LP (through a Mexican vehicle in the form of a non-regulated SOFOM) to finance eligible contracts that will be originated by PayJoy. The refinancing involved the inclusion of certain terms and conditions applicable solely during the COVID contingency, which will allow PayJoy flexibility and relief in the origination of eligible contracts. The financing is secured through receivables originated by PayJoy transferred to an administration trust acting as source of payment, as well as a floating pledge on PayJoy's beneficiary rights under such trust. PayJoy is a non-regulated company with a special focus on emerging markets whereby, through its mobile locking technology, their clients are able to purchase new smartphones on installment payments and to get cash loans, using their smartphone as collateral.

Grupo Azvi, a Spanish infrastructure conglomerate, in the corporate restructuring of its 25% participation in Concesionaria de Autopistas de Michoacán, S.A. de C.V. (CAMSA), a Mexican concessionaire of the Pátzcuaro-Uruapan-Lázaro Cárdenas Federal toll road in the State of Michoacán. The transaction included the acquisition by a Mexican subsidiary of Grupo Azvi from two different Spanish entities of their participation in CAMSA, the restructuring of a collateral package derived from such acquisition and the relevant approvals from the Ministry of Communications and Transports and several lenders.

Toyota Industries Corporation in the EUR 1.16 billion acquisition of Vanderlande Industries Holding B.V., the global market leader for value-added logistic process automation.

Banco Santander (Brasil) S.A., (Santander Brazil), in connection with the preparation, execution and delivery of a joint and several liability agreement, among all the Mexican affiliates of Cinepolis as joint and several obligors and Cinepolis Operadora de Cinemas do Brasil LTDA (Cinepolis Brazil) as the principal obligor, in favor of the Santander Brazil, as a guarantee for a bond granted by Santander Brazil in favor of Banco do Nordeste de Brasil S.A. as lender for an amount due under a loan granted to Cinepolis Brazil as debtor.

Banco Santander (Mexico) and Casa de Bolsa Santander (Mexico), in the implementation of a long term debt certificates program, under which Casa de Bolsa Santander will be able to create several issuing trusts that will acquire certain financial assets, either credit agreements, negotiable instruments or securities, in charge of "AAA" rated foreign companies that have securities registered, authorized or regulated for its sale to the public by commissions that are members of the International Organization of Securities Commissions (IOSCO). The program was authorized by Mexico's National Banking and Securities Commission, for an amount of up to MXN$35 Billion, or its equivalent in US Dollars, Euros, Great Britain Pounds or Units of Investment, and has a maturity of 5 years.

Comisión Federal de Electricidad (CFE) as special Mexican counsel in the issuance of its 4.05% notes due 2050 (the Formosa Bond), for an amount of US$900 million. The Formosa Bond was sold outside of Mexico and the United States to non-US persons, was listed on the Taipei Exchange (to be listed on the Luxembourg Stock Exchange) and settled through Euroclear and Clearstream. The Formosa Bond was rated Baa1 by Moody's, BBB+ by S & P and BBB by Fitch. HSBC Bank (Taiwan) Ltd., BNP Paribas SA, Taipei Branch and Deutsche Bank AG, Taipei Branch, acted as managers for the Formosa Bond.

Goldman Sachs & Co. as sole global bookrunner and joint structuring agent on an innovative, multicurrency, multi-tranche, structured refinancing of nine commercial real estate developments operated by Grupo GICSA, S.A.B. de C.V., a leading investor, developer and operator of premium shopping centers, corporate office buildings and mixed-use properties in Mexico. As part of the refinancing, nine of Grupo GICSA's properties were transferred and consolidated into Trust 2400 - Banco Actinver, S.A., Institución de Banca Múltiple, Grupo Financiero Actinver, acting as trustee under the Fideicomiso Irrevocable y Traslativo de Dominio Número 2400 (the issuer trust), a Mexican irrevocable trust created to own and operate the properties in Mexico. These transactions represented a first-of-its-kind structure for cross-border real estate finance in Mexico.

Fondo Especial para Financiamientos Agropecuarios (FEFA), a Mexican governmental development trust dedicated to agriculture, on its private short- and long-term debt certificates (certificados bursátiles) issuance with subsequent series, for an amount of up to MXN 180 billion, with a maturity of 5 years. With this issuance, FEFA may place up to 1,000 series of debt certificates under the authorized amount, in either Mexican pesos, US dollars or Mexican investment units (Unidades de Inversión). No other issuance or program in Mexico, public or private, has ever been authorized for MXN 180 billion, which makes FEFA's issuance a record-high authorization in the Mexican Stock Market.

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 acquirer). He 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).

FIRA in all of its issuances of long term debt certificates (certificados bursátiles) since 2016 under its previous and current program of short and long term debt certificates for a total amount up to MXN 50 billion (approximately US$2.6 billion) for the first program, and for a total amount of up to MXN 100 billion (approximately US$5.2 billion) for the current program, as recurring issuer.

FIRA on its first landmark green bond issuance (FIRA 18V) of debt certificates (certificados bursátiles) The amount of the issuance was MXN 2.5 billion with a maturity of 3 years. It was publicly offered in the Mexican securities market and locally registered with the National Banking and Securities Commission (CNBV). The proceeds of the green bond issuance were allocated to projects that have a positive ecologic impactThis issuance was one of the first green bond issuances carried out in the Mexican stock market, and was also the first green bond issuance offered by FEFA.

Banorte in several offerings and issuances of fiduciary structured debt certificates in the Mexican market, referred to underlying assets consistent in foreign securities.

Fondo Especial para Financiamientos Agropecuarios (FIRA), a Mexican Government Development Trust on Agriculture, in the registration of its revolving short- and long-term debt certificates program for an amount of up to MXN 100 billion (approximately US$5.4 billion) or its equivalent in US dollars or UDIs (Unidades de Inversión), at a fixed or a floating rate, provided that the short-term issuances must not exceed MXN 10 billion (approximately US$535 million) or its equivalent in US dollars or UDIs. FEFA registered its program as a frequent issuer.

Banco Mercantil del Norte (Banorte) and Banco Nacional de Obras y Servicios Públicos (Banobras) on the refinancing, through a syndicated loan to ACSA (a COCONAL subsidiary), of the following two Northern Mexico highway projects: high standards Torreón - Cuencamé highway (117 km) and Libramiento Norte de la Laguna (40.7 km), and high standards Durango - Yerbanís highway (105.2 km).

Grupo AliadaMX, a Mexican startup in the round of capital investment by PSM, Fiinlab, and private inverstors, as well as private equity funds Dila Capital, Capital Invent, and Variv. Grupo Aliada has an innovative concept of social welfare, an online platform that allows single mothers to have a better life and better opportunities, while becoming independent entrepreneurs by providing cleaning services (the aliadas) through the platform.

Citibanamex on the registration in Mexico of its new program of long term debt certificates (certificados bursátiles) for a total amount up to MXN 50 billion (approximately US$2.4 billion) as recurring issuer registered in Mexico and listed on the Mexican Stock Exchange.

CFE in all of its issuances of long term debt certificates (certificados bursátiles) since 2015 under its previous and current program of short and long term debt certificates for a total amount up to MXN 100,000 million (approximately US$5.555 billion) for both programs, as recurring issuer.

CFE's in several cross-border issuances and offerings of Notes on the Luxembourg market and the Taipei Exchange.

CFE in the registration of its new program of short and long term debt certificates (certificados bursátiles) for a total amount up to MXN 100,000 million (approximately US$5.6 billion) as recurring issuer registered in Mexico and listed in the Mexican Stock Exchange.

MXT Capital Partners, a private local company specialized in providing lease space in sites for the installation of telecommunication antennas and other transmission equipment, in the first of a series of acquisitions of telecommunication towers portfolio located in Mexico.

Representation of Cibus Fund and Mr. Jorge Pena on the sale of 100% of Innoliva, a leading olive oil producer in Iberia, to Fiera Capital, an asset management and investment firm based in Quebec, in particular in connection with the execution of a management warranty letter, a warranty and indemnity insurance policy and on Mr. Pena's new contractual arrangements with the buyer as CEO of the Innoliva Group going forward.

Represented the shareholders of Avioparts S.L. in the sale of a majority stake of the company to ProA Capital and on the shareholders' agreement.

Representation of DRT Holdings, LLC, a portfolio company of Mill Rock Capital, in the acquisition of Custom Machining Corporation, a manufacturing company specializing in contract manufacturing/machining and high-speed automation machinery.

Publications

Assymetry of information and future legal framework of cryptoassets in the European Union and Spain, International Taxation and Crossborder Businesses Magazine (Fiscalidad Internacional y Negocios Transnacionales), issue no. 19, Editorial Thomson Reuters Aranzadi, January-April 2022, ISSN 2445-2165

Awards and Recognition

Best Lawyers: Ones to Watch for Spain | Corporate and M&A