Romeo Vizzani

In connection with Capital Markets transactions, Romeo has represented:

• FinÚtil, a Mexican financial institution focused on granting micro loans to low-income individuals through coupons granted by means of a network of individuals that act as distributors, in the authorization in Mexico of several certificates programs and many certificate issuances in the Mexican market.
• Active Leasing, a Mexican financial institution focused on leasing a great variety of assets:
  • on a private securitization of account receivables derived from lease agreements originated by Active Leasing. The securitization was executed through an SPV in the form of a Mexican trust in which Banco Actinver acted as trustee. The securitization was financed entirely by Banco Ve Por Más, Institución de Banca Múltiple; and
  • in the authorization in Mexico of a MXN 3 billion trust certificates program and two public securitizations under the program.
• Exitus Capital, in its second issuance of trust certificates for an amount of MXN 500 million due 2025, under its MXN 2 billion program authorized by the Mexican Banking and Securities Commission, backed by the collection rights derived from credit and leasing agreements originated by Exitus.
• Dalton Efectivo Seguro GDL, the leading Mexico-based company, which provides leasing and credit services to automobile consumers, on many public offerings of trust certificates issued by a special purpose vehicle (trust) and backed by accounts receivables of automobile lease agreements.
• Ficein Unión de Crédito the second-largest credit union in Mexico, in its first and second securitizations in the Mexican market.
• HSBC México, S.A., and HSBC Casa de Bolsa, in the public offering of HSBC México, S.A., to purchase 2,830,508 debt certificates (Certificados Bursátiles), with a value of MXN 100 each, that represent 100 percent of the Series B debt certificates issued by Banco Invex, as trustee in the Irrevocable Trust Fund No. 685.
• Banco Mercantil del Norte, (Banorte), Mexico's largest bank in terms of total assets, deposits and stockholders' equity that is not controlled by or affiliated with a non-Mexican financial institution, as issuer on the offering of US$350 million in aggregate principal amount of its 6.875% perpetual five-year callable subordinated non-preferred, non-cumulative Tier 1 capital notes and US$550 million in aggregated of its 7.625% perpetual ten-year callable subordinated non-preferred, non-cumulative Tier 1 capital notes.
• Mas Leasing, in the authorization in Mexico of a MXN 2 billion trust certificates program and in its two asset leasing (cars, computer equipment, etc.) securitizations.

In connection with M&A transactions, Romeo has represented:

• Kansas City Southern (KCS), the main cross-border railroad operator between the US and Mexico on its US$31 billion merger with Canadian Pacific Railway. The merger created the first US-Mexico-Canada integrated rail network and will further integrate the supply chain of the USMCA regional, while providing new competitive transportation options and supporting North American economic growth.
• Stratos Wealth Holdings on its investment in NSC Asesores, S.C., a premier Mexican wealth management and investment firm headquartered in Mexico City and regulated by the Mexican Banking and Securities Commission, with more than US$4 billion in client assets. The acquisition was made through the purchase of a controlling interest in NSC from an affiliate of the leading Swiss wealth manager Julius Baer Group Ltd. The Stratos investment provides NSC an experienced partner with a national footprint in the United States, allowing it to develop its capabilities and talent in Mexico and expand into other growth markets. Stratos companies collectively oversee US$23.3 billion in assets under advisement.
• Grupo Financiero Banorte, Banco Mercantil del Norte and other entities of the Group, on the simultaneous merger of the bank and four real estate companies, and the merger of two regulated multiple-purpose financial companies (Sofomes).
• Grupo Coppel, a Mexican retail corporation that is also engaged in the provision of financial services throughout Mexico, 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. The transaction involved the execution of a stock purchase agreement and a procedure to obtain authorization by the Mexican Antitrust Commission.
• Foz Ambiental, S.A., a Brazilian company, in the sale of Grupo Metropolitano de Agua y Saneamiento, the concessionaire responsible for the provision of potable water services in the cities of Veracruz and Medellín in the State of Veracruz, to Acciona.

In connection with financing transactions, among others, Romeo has represented:

• 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).
• Banorte and Banobras on the syndicated loan to ACSA for the construction of a by-pass near the city of Ixmiquilpan, Hidalgo.
• Banorte and Banobras on the syndicated loan to ACSA for the construction of a by-pass near the city of Ciudad Juárez, Chihuahua.
• Banorte, Banco Nacional de México (Citibanamex) and Banco Santander (México) (Santander) on the refinancing, through a syndicated loan to a SPV (trust) for the acquisition of account receivables derived from credit agreements and lease agreements originated by Engencap Holding and its affiliates.
• Citibanamex on a US Dollar-denominated loan to a SPV (trust) for the acquisition of account receivables derived from credit agreements and lease agreements originated by Engencap Holding and its affiliates.
• Banorte, Bancoppel, Banco Monex and Banco del Bajío on a syndicated loan to a SPV (trust) for the acquisition of account receivables derived from credit agreements and lease agreements originated by Engencap Holding and its affiliates.
• Banorte on a loan facility granted to Innova Sports.
• Banorte on several loan facilities grants to Vitro and/or its subsidiaries.

In connection with regulatory matters, among others, Romeo has represented:

• Kansas City Southern de México (KCSM) on the negotiations for the construction of a new international rail bridge that will connect Laredo, Texas, US and Nuevo Laredo, Tamaulipas, Mexico.
• KCSM on negotiations with the Mexican Federal Government to extend the exclusivity period granted to KCSM to provide freight transportation services in the North East railroad communication route, from 30 to 40 years, in exchange for KCSM to finance and construct a rail by-pass near the city of Celaya, Guanajuato, (known as Ferroférico), which will benefit thousands of drivers, alleviating the traffic in the city and in the region. KCSM will also build other rail infrastructure works. The investment in this project is circa MXN 4 billion pesos.
• Kansas City Southern de México (KCSM) and the Mexican Railroad Association (AMF) in the legislative process to modify the Mexican Railroad Services Law, leading negotiations with the Mexican Congress and Mexican authorities. The approved amendments preserved the exclusive rail rights that KCSM has under its concession with the Mexican Government and has received satisfactory comments from all parties involved in the process and all the industry participants.
• Grupo Financiero Banorte and Banorte in obtaining the corresponding authorizations and favorable opinions of the Ministry of Finance and Public Credit, the National Banking and Securities Commission and the Mexican Central Bank (Banco de México), to carry out certain mergers of financial entities of the Group, in the context of an internal corporate restructuring.
• Grupo Financiero Banorte and Banorte in obtaining the corresponding authorizations and favorable opinions of the Ministry of Finance and Public Credit, the National Banking and Securities Commission, the National Insurances and Bonds Commission, the National Retirement Savings Commission and the Mexican Central Bank (Banco de México) to incorporate the first Mexican subcontroladora, and to segregate the insurance and retirement savings business of the group.
• Grupo Metropolitano de Agua y Saneamiento, in several regulatory and compliance matters related with the provision of public service of potable water.