Holland & Knight Mexico Practice - Project Infrastructure Finance and PPP by Holland & Knight

Project Infrastructure Financing and PPP Holland & Knight's Mexico City office represents financial institutions, majority and minority financial partners and investors, including commercial lenders, export agencies, multilateral development banks, builders, suppliers, and contractors. We have experience in the identification and allocation of risks in various types of infrastructure projects, developed under different legal schemes of public-private partnerships (PPP agreements), such as public works, services provision, concessions and PPP agreements. We have experience in the following areas:     

Hydraulic infrastructure transactions Airport transactions and maritime projects Luminaires Transportation projects Railways of, toll roads, roads and highways transactions

 Telecommunications and construction projects  Construction, operation and maintenance projects of combined cycle gas plants  Development of photovoltaic and wind projects

PUBLIC FINANCE  Advised Banco Multiva on three loan transactions to the states of Morelos (a loan of MX$838.5 million, approximately US$40 million), Veracruz (a loan of MX$5 billion, approximately US$250 million, as part of a financial reorganization totaling MX$46 billion, approximately US$2.3 billion) and Nuevo Leon (a loan of MX$1.2 billion, approximately US$60 million); the loans were granted pursuant to Mexico's new law on financial discipline for federal entities and municipalities, with Banco Multiva selected as lender to the states through a competitive bidding process  Represented Banco Multiva in the financing of MX$5 billion granted to the state of Quintana Roo as part of a $ MX 19 billion financial reorganization  Advised Banco Multiva in a total of four loans to the state of Nuevo Leon for a combined amount of MX$6.6 billion (US$362 million) as part of a financial reorganization  Represented the state of Sonora in a MX$1.5 billion financing granted by Banorte  Represented two lenders in a series of credit facilities granted to a Mexican state for an aggregate amount of MX$7 billion  Represented two lenders in the financial restructuring of a Mexican state for approximately MX$16 billion  Represented the arranging bank in a MX$10 billion structured loan to the state of Veracruz  Assisted Estrategia Financiera, the financial advisor for the state of Baja California Sur, in a MX$1 billion structured loan as well as the implementation of the first local infrastructure fund constituted after the Mexican National Infrastructure Fund (Fonadin)  Represented the agent in the securitization of local taxes of the state of Oaxaca  Represented the state of Chihuahua in the first securitization of federal proceeds in the amount of MX$1.2 billion

 Represented XL Capital Assurance in the granting of an insurance wrap of the securitization of the future revenues from the Matehuala bypass toll road  Participated in the implementation of a private finance initiative (PFI) for the creation of a multimodal transference center in Mexico City  Advised a construction company in the negotiation of a service provision project (PPS) contract with the Mexican federal government  Advised and participated in the first two toll road securitizations insured by a monoliner in Mexico  Advised Banco Interacciones on the refinancing of an approximately MX$6 billion (US$320 million) loan to the Mexican state of Chihuahua  Acted as sole legal counsel for the government of the state of Mexico in one of the country's largest debt restructures for the amount of MX$30 billion  Advised Banco Multiva, in transactions valued in approximately US$70 million, through a competitive bidding process in which our client was selected as the lender to the states of Baja California, Oaxaca, Tamaulipas and the municipality of Hermosillo, Sonora  Advised Banco Multiva, in a transaction valued in US$800 million, through a competitive bidding process in two financings as part of the financial reorganization of the state of Coahuila  Advised Banco Multiva, in a transaction valued in US$1.09 billion, through a competitive bidding process in a syndicated loan destined for the financial reorganization of the state of Chihuahua  Advised Banco Interacciones in the refinancing of a loan of approximately US$320 million to the Mexican state of Chihuahua  Represented Banco Multiva in the refinancing of its loans to the state of Chihuahua for an amount of approximately US$230 million as part of the restructuring of the state's debt.  Advised Banco Multiva, in a transaction valued in US$35 million, for the project financing of the multipurpose transportation center and an associated commercial mall in Mexico City, and in the drafting of the financing documentation and the security, administration and source of payment provisions for a trust agreement  Represented Banco Santander, in a transaction valued in US$157 million, for a project financing, and is currently representing the client in a subsequent loan syndication, for the construction of a hotel licensed by the Planet Hollywood brand  Advised Banco Santander México, S.A., in a transaction valued in US$210 million, in their refinancing and restructuring of the senior debt of Magaluf, S.A. de C.V., assisted in the elaboration of the senior loan and the new collateral documents, and coordinated the repayment of Banco Inbursa's senior debt. In addition, Holland & Knight advised Santander in the syndication of the loan with BBVA Bancomer, and advised to implement a new source of payment vehicle to secure the flow of funds for the syndicate loan repayment  Participated significantly in the creation of the public debt offerings of states and municipalities by preparing what it is recognized as the "model legislation" to enable states and municipalities to tap the capital markets  Advised Banco Multiva on a MX$1.18 billion (US$62 million) loan to the Mexican state of Chihuahua, as part of a MX$28 billion (US$1.47 billion) financial reorganization. Banco Multiva was selected as lender to the state of Chihuahua through competitive bidding processes  Advised Banco Multiva in its participation in two loans for a combined amount of US$800 million (MX$16 billion) to the Mexican state of Coahuila, as part of a US$1.8 billion (MX$36 billion) financial reorganization. Banco Multiva was selected as lender to the state of Coahuila through a competitive bidding process

STRUCTURED FINANCE  Represented the Industrial and Commercial Bank of China (ICBC) as lender in PEMEX's (Petróleos Mexicanos) financing totaling US$8 billion. The transaction was divided into a senior unsecured syndicated term loan facility agreement for an amount up to US$2.5 billion and a senior unsecured syndicated revolving credit facility agreement for an amount up to US$5.5 billion.  Assisted Estrategia Financiera, the financial advisor for the state of Baja California Sur, in a MX$1 billion structured loan, as well as the implementation of the first local infrastructure fund constituted after the Mexican National Infrastructure Fund (Fonadin)  Represented a German vehicle producer in a US$200 million financing for the construction of a new factory in Mexico  Represented a U.S. financial institution in cross-border financing for the construction of a small luxury hotel in Acapulco  Represented a U.S. financial institution in a US$50 million cross-border financing for the development of a timeshare resort in Los Cabos, Baja California Sur  Represented a Mexican financial institution and the holding company in the establishment of a financing facility for a Mexican leasing company (leveraged lease financing) to purchase equipment and the corresponding guarantees over the leases and equipment  Represented a U.S. financial institution in the first cross-border timeshare financing in Mexican Currency in Ixtapa and Zihuatanejo in the state of Guerrero  Represented the buyer of an emblematic building in Mexico City (Torre Mexicana) in the financing facility  Represented the North American Development Bank in the first project finance wind project in Northern Mexico  Advised Bancomext, in transactions valued in approximately US$413.6 million, in connection with various loan agreements and project finance for different borrowers in the infrastructure sector, and more recently in real state matters  Represented North American Development Bank, in a transaction valued in approximately US$35 million, in the project financing, amendment, and restatement of the project documents, structuring of a PPP security and administration package and financial closing, of a desalination water system located in Ensenada, Baja California  Represented Banco Nacional de México, in a transaction valued in US$410 million, as joint lead arranger, structuring agent and initial account bank, and agent of a syndicate of lender banks, in the refinancing and extension of a term loan facility in favor of Engenium Capital. In addition, Holland & Knight represented Citibanamex as a successor of Goldman Sachs Bank USA, the initial lead arranger, and agent in the original syndicate term loan, who was also represented by Holland & Knight  Represented the Industrial and Commercial Bank of China (ICBC) in Petróleos Mexicanos' (PEMEX) recent financing totaling US$8 billion, where ICBC acted as part of a syndicated lenders party  Represented Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander, as lender and agent in the US$45 million bridge financing for the first stage of the "SADRO" real estate project in Puebla, Mexico

ď Ž Represented Buenavista Renewables, a Texas-based renewable energy developer, in a crossborder US$30 million refinancing of a solar park project located in Chihuahua, Mexico. The refinancing involved the amendment and restatement of the New York law financing documents, as well as the project and security documents governed under Mexican law, including the project's security and administration trust