Capital Markets: Equity 2019 Comparisons

Last Updated June 10, 2019

Contributed By Holland & Knight

Law and Practice

Author



Holland & Knight The team in Mexico consists of nine qualified attorneys, led by Guillermo Uribe, the head of the capital markets practice in Mexico, and Alejandro Landa, the co-head of the financial services practice in Mexico. The attorneys are regarded as pioneers in Mexican assets securitisation deals; mortgage-backed securities cross-border deals; and toll road securitisations, sub-sovereign securitisations and Mexican REITs (FIBRAs). In the Mexican REIT market, it has advised clients in more than 70% of the total capital markets deals globally and locally. The team provided advice in the first Mexican REIT rights offer and the first ADR programme. The Mexico City office plays a critical role in the firm's Latin America practice, providing legal services to domestic and international clients doing business in Mexico and throughout the USA, working closely with colleagues in New York, Miami, Washington, Houston, Dallas and Bogotá, as well as in other jurisdictions. Read more at https://www.hklaw.com/practices/structured-finance/

Mexico currently has two exchanges (the "Exchanges"): (i) Bolsa Mexicana de Valores, S.A.B. de C.V. (“BMV”) and (ii) Bolsa Institucional de Valores, S.A. de C.V. (“BIVA”). Additionally Mexico has an International Quotation System (Sistema Internacional de Cotizaciones), which is an electronic quotation to trade shares listed on foreign stock exchanges.

There are different segments within the exchanges, which correspond to the types of securities to be traded in such exchanges. Depending on the type of security, different rules and governance requirements apply to the issuers and sponsors.

There are several indices, some below.

BMV:

(i)       S&P/BMV IPC,

(ii)       S&P/BMV INMEX,

(iii)       S&P/BMV IPC CompMx,

(iv)       S&P/BMV IPC LargeCap,

(v)       S&P/BMV MidCap,

(vi)       S&P/BMV IPC SmallCap,

(vii)       S&P/BMV IMC30 (MidCap Select 30 Index),

(viii)       S&P/BMV HABITA (Housing Index),

(ix)       S&P/BMV FIBRAS, and

(x)       S&P/BMV SUSTENTABLE.

BMV index inclusion criteria is the following:

  • S&P/BMV IPC Index: The Index Universe consists of all stocks in the equity market listed on the BMV, excluding FIBRAs (as defined below) and Mortgage Trusts. All stocks in the Index Universe that satisfy the following criteria as of the rebalancing reference date are selected and form the Selection Universe:
  • Investable Weight Factor ("IWF"): Stocks must have at least 0.10.
  • VWAP Float-Adjusted Market Capitalisation: The Volume Weighted Average Price ("VWAP") float-adjusted market capitalisation must be at least MXN10 billion (MXN8 billion for current constituents).

Trading History:

  • Stocks must have a trading history of at least three months.
  • Stocks must have traded on at least 95% of the available trading days over the prior six-month period.
  • For stocks with less than six months of trading history (eg, IPOs), the 95% threshold is applied to the available trading history.
  • Multiple Share Classes: If a company has multiple share classes, the most liquid share class based on the monthly median traded value ratio ("MTVR") over the prior six-month period is selected.
  • S&P/BMV INMEX: The index universe consists of all stocks in the S&P/BMV IPC Index adjusted for any composition changes due to the current rebalancing. All stocks in the Index Universe are ranked, in descending order, based on a combined ranking of VWAP float-adjusted market capitalisation and six-month median daily traded value ("MDTV"). The 20 stocks with the smallest rankings are selected and form the index. The VWAP float-adjusted market capitalisation is calculated by multiplying the number of shares outstanding by the assigned company's IWF by the VWAP over the prior three-month period.

In order to reduce turnover, the selection process is subject to a two-stock buffer, whereby current index constituents remain in the index if they rank among the 22 stocks with the smallest rankings.

In cases where two or more stocks have the same combined ranking, the most liquid stock based on MDTV is selected.

Regarding the constituent weightings, the index is weighted based on float-adjusted market capitalisation, subject to a single stock weight cap of 10%.

  • S&P/BMV IPC CompMx Index: The Index Universe consists of all stocks in the equity market listed on the BMV, excluding FIBRAs (as defined below) and Mortgage Trusts. All stocks in this index universe that satisfy the following criteria as of the rebalancing reference date are selected and form the Selection Universe:
  • Market Capitalisation and IWF: Stocks must have at least 0.12 or a float-adjusted market capitalisation of at least MXN10 billion.
  • Liquidity. The liquidity criteria is as follows:
  • Stocks must have a monthly MTVR of at least 1% over the prior three-month and 12-month periods, and a MDVT of at least MXN4 million over the prior three-month period;
  • Current index constituents remain eligible if they have a MTVR of at least 0.5% over the prior three-month and 12-month periods, and a MDVT of at least MXN2 million over the prior three-month period.

Trading history:

  • Stocks must have traded on at least 90% of the available trading days over the prior 12-month period.
  • For stocks with less than 12 months of trading history (eg, IPOs), the 90% threshold is applied to the available trading history.
  • Current index constituents remain eligible if they have traded on at least 80% of the available trading days over the prior 12-month period and 95% over the prior three-month period.
  • Multiple Share Classes: if a company has multiple share classes, all share classes are eligible provided that they individually satisfy the other eligibility criteria.
  • IPOs or securities performing large secondary public offerings are added to the index if the security meets all index eligibility criteria.
  • S&P/BMV IPC LargeCap, MidCap, and SmallCap Index: The Index Universe consists of all stocks in the S&P/BMV IPC CompMX Index adjusted for any composition changes due to the current rebalancing. All stocks in the Index Universe that satisfy the following criterion as of the rebalancing reference date are selected and form the Selection Universe:
  • Multiple Share Classes: If a company has multiple share classes, the most liquid share class based on the MTVR over the prior 12-month period is selected.
  • Constituent Selection: Size segments are based on the cumulative market capitalisation within the S&P/BMV IPC CompMx. Companies are ranked by total market capitalisation, and then float-adjusted market capitalisation at the stock level is accumulated to 75% forming the S&P/BMV IPC LargeCap, the next 20% forming the S&P/BMV IPC MidCap, and the final 5% forming the S&P/BMV IPC SmallCap.

Each index is weighted based on float-adjusted market capitalisation.

  • S&P/BMV MidCap Select 30 Index: The Index Universe consists of all stocks in the equity market listed on the BMV, excluding FIBRAs and Mortgage Trusts. All stocks in the Index Universe that satisfy the following criteria as of the rebalancing reference date are selected and form the Selection Universe:
  • IWF: Stocks must have at least 0.12.
  • VWAP Float-Adjusted Market Capitalisation: The VWAP float-adjusted market capitalisation must be at least 0.15% of the aggregate of the VWAP float-adjusted market capitalisation of the current index constituents.
  • Trading History: Stocks must have a trading history of at least three months.
  • Multiple Share Classes: If a company has multiple share classes, the most liquid share class, based on Marketability Scores, is selected.
  • S&P/BMV Housing Index: The Index Universe consists of all stocks in the equity market listed on the BMV that are classified as part of the House Building (3411) sub industry in accordance with the BMV's proprietary industry classification system. All stocks in the Index Universe that satisfy the following criteria as of the rebalancing reference date are selected and form the Selection Universe:
  • Trading History: Stocks must not have ten or more non-trading days over the prior three-month period.
  • Liquidity: Stocks must be categorised in the high, medium or low liquidity tiers, based on marketability scores from two months prior to the rebalancing date.
  • IWF: Stocks must have at least 0.12.
  • Multiple Share Classes: If a company has multiple share classes, the most liquid share class, based on marketability scores, is selected.

This index is weighted based on float-adjusted market capitalisation.

  • S&P/BMV FIBRAS Index: The Index Universe consists of all stocks in the equity market listed on the BMV that are classified as Real Estate Investment Trusts (Fideicomiso de Inversión en Bienes Raíces) (“FIBRAs”). All stocks in the Index Universe that satisfy the following criteria as of the rebalancing reference date are selected and form the Selection Universe:
  • Trading History: Stocks must not have five or more non-trading days over the prior three-month period.
  • Multiple Share Classes: If a company has multiple share classes, the share class with the highest value traded is selected.

All stocks in the Selection Universe are ranked based on value traded. Value traded is represented by the median of the monthly medians of value traded for the prior six-month period. The MMVT is defined as the median of the daily value traded for a given company in a given month. The value traded is calculated by multiplying the number of shares traded by each stock's price

The 20 highest ranking stocks, based on value traded, are selected and form the index. If the selection universe consists of fewer than 20 stocks, then all stocks in the selection universe are selected and form the index.

The index is weighted based on each stock's value traded, subject to a single stock weight cap of 25%.

  • S&P/BMV IPC Sustainable Index: The Index Universe consists of all stocks in the equity market listed on the BMV, excluding FIBRAs and Mortgage Trusts, with an IWF of at least 0.12 or a float-adjusted market capitalisation of at least MXN10 billion as of the rebalancing reference date of the previous March. All stocks in the Index Universe must have a sustainability score as determined by the Centre of Excellence in Corporate Governance (“CEGC”) at the Universidad Anahuac Mexico Sur. The sustainability score for each company is based on a comprehensive assessment of long-term economic, environmental and social criteria as well as industry-specific sustainability trends. The CEGC scores each company according to the following three equally weighted factors:

1.       Environment;

2.       Social Responsibility; and

3.       Corporate Governance.

All remaining eligible stocks that satisfy the following criteria as of the January rebalancing reference date are selected and form the Selection Universe:

  • IWF: Must be at least 0.12 or a float-adjusted market capitalisation of at least MXN10 billion.
  • VWAP Float-Adjusted Market Capitalisation: The VWAP float-adjusted market capitalisation must be at least 0.1% of the aggregate of the VWAP float-adjusted market capitalisation of the current S&P/BMV IPC CompMx Index constituents.
  • Trading History: Stocks must not have five or more non-trading days over the prior three-month period.
  • Multiple Share Classes: If a company has multiple share classes, the most liquid share class, based on Marketability Scores, is selected.

BIVA has the FTSE BIVA index.

BIVA index inclusion criteria is the following:

  • FTSE BIVA Index: The universe is all constituents of the FTSE Mexico. All Cap Index are eligible for inclusion in the FTSE BIVA Index, designed to reflect the performance of liquid Mexican companies. Index constituents are weighted by market capitalisation and are reviewed semi-annually in March and September. In regard to liquidity, each security is tested for liquidity semi-annually in March and September by calculation of its monthly median trading volume. Each month, the median daily trading volume for each security is calculated as a percentage of the shares in issue for that day adjusted by the free float review cut-off date. For newly eligible securities where the liquidity test period is less than 12 months, the liquidity test will be applied on a pro-rata basis. Liquidity thresholds are determined by size and differ for constituents and non-constituents. FTSE Russell periodically reviews the classes of securities to be included in each country. For Mexico, ordinary is the eligible class of securities.

The main regulatory body is the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) (“CNBV”). In addition, other non-governmental and self-regulated entities are involved in the listing process, such as the Exchanges (BMV or BIVA) and a regulated securities deposit and clearing institution (currently only the S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V.).

The CNBV has the remit of supervising and regulating (within the limits of its powers) the entities that are part of the Mexican financial system, in order to procure its stability and correct operation, as well as maintaining and promoting the healthy and balanced development of said system as a whole, in protection of the interests of the public.

For the CNBV to properly supervise and regulate the entities that are part of the securities market in Mexico, specifically those entities involved in a securities listing or public offering process, the Securities Market Law requires the securities subject to public offer and intermediation in the securities market, be registered at the National Securities Registry (“Registro Nacional de Valores”) (“RNV”), a registry in charge of the CNBV.

The CNBV has the power to authorise the registration of such securities at the RNV for the securities to be listed in the exchanges and, for that purpose, it verifies the compliance of the issuer with the legal framework set forth to protect the interest of the investors, mainly to comply with the full disclosure principles adopted by the International Organization of Securities Commissions (“IOSCO”). Additionally, for the listed securities to be publicly offered, the CNBV has to authorise its public offering as well as the offering documents (prospectus, public offering notice and others) once such documents meet the legal requirements and criteria established in the Securities Market Law and the “General regulations applicable to issuers of securities and other participants of exchange markets”.

The Exchanges, on the other hand, have the purpose of providing access to the listing of securities in the respective trading systems. Additionally, the Exchanges have the purpose of establishing the standards and schemes, both operational and behavioural, tending to promote the fair and equitable development of the securities market and its participants, as well as contribute to its integrity and transparency.

CNBV: Regardless of the type of securities to be publicly offered, a formal request must be made for the registration of the securities at the RNV and for its public offering.

Depending on the type of security, a variety of documents must be annexed to such request to initiate the process.

Exchange: A formal listing request must be filed with the exchange simultaneously with the CNBV filing (BMV and BIVA have different but similar forms of listing requests to be submitted depending on the type of security).

The documents provided to the exchange will also be reviewed by the securities deposit institution (“Indeval”).

  • Securities Market Law (Ley del Mercado de Valores).
  • Issuers Rules, which are general regulations applicable to issuers of securities and other participants of exchange markets (Disposiciones de Carácter General Aplicables a los Emisores de Valores y a otros Participantes del Mercado de Valores or Circular Única de Emisoras).
  • Internal regulations for each stock exchange.
  • Exchange Rules, which are general regulations applicable to the stock exchange (Disposiciones de carácter general aplicables a las Bolsas de Valores), issued by the CNBV.
  • Broker/Dealer Rules, which are general regulations applicable to broker-dealers (Disposiciones de carácter general aplicables a las Casas de Bolsa), issued by the CNBV.
  • Auditors Rules, which are general regulations applicable to entities and issuers supervised by the Mexican Securities and Exchange Commission that require external audit services for basic financial statements (Disposiciones de Carácter General Aplicables a las Entidades y Emisoras supervisadas por la Comisión Nacional Bancaria y de Valores que contraten servicios de auditoría externa de estados financieros básicos or Circular de Auditores).
  • Banxico (Banco de México) rules, as applicable to certain securities.
  • General Negotiable Instruments and Credit Operations Law (Ley General de Títulos y Operaciones de Crédito).
  • General Business Company Law (Ley General de Sociedades Mercantiles).
  • Federal Civil Code (Código Civil Federal).

The specific requirements are provided according to the types of issuers and securities. Please see below.

All public companies must adopt minimum corporate governance requirements set forth in the Securities Market Law, the “General regulations applicable to issuers of securities and other participants of exchange markets” and the Exchange Internal Regulation, as well as complying with the commercial practices of financial markets and any recommendation provided by authorities.

  • SAB (Sociedad Anónima Bursátil)

BMV Requirements:

o       must have an operational track record of three years with a positive average operating profit;

o       net worth of 20 million Investment Units;

o       the listed shares must represent at least 15% of the paid-in capital stock;

o       at least 10 million shares must be listed.

BIVA Requirements:

o       must have an operational track record of three years;

o       no minimum net worth required;

o       at least 15% of capital stock must be publicly offered, representing at least 10 million shares.

  • SAPIB (Sociedad Anónima Promotora de Inversión Bursátil).

BMV Requirements:

o       must have an operational; track record of two years with a positive average operating profit;

o       net worth of 12 million of Investment Units;

o       at least 10 million shares must be listed;

o       the listed shares must represent at least 15% of the paid-in capital stock.

BIVA Requirements:

o       must have an operational track record of three years;

o       net worth of 12 million Investment Units;

o       at least 15% of capital stock must be publicly offered, representing at least 10 million shares.

  • FIBRAs (Fideicomisos de Inversión en Bienes Raices): A FIBRA has similarities to a real estate investment trust, or REIT in the United States. In accordance with Mexican law, a FIBRA must be established by a trust agreement, which is the vehicle used for issuing the Real Estate Trust Certificates (Certificados Bursátiles Fiduciarios Inmobiliarios), the capital securities publicly offered. It must distribute at least 95% of the net taxable income to investors annually. It must invest at least 70% of total assets in real estate or rights derived from it. The remaining 30 must be held in Federal Government securities registered in the RNV or in shares of debt-instrument funds.

SABs and SAPIBs require a minimum net worth, as follows:

  • For SABs: Net worth of 20 million Investment Units;
  • For SAPIBs: Net worth of 12 million Investment Units.

For both SABs and SAPIBs, shares representing at least 15% of the capital stock must be held in public hands.

Audited financial statements for the last three years or from the date of incorporation of the issuer (if such incorporation has less than three years), including the external auditor's favourable opinion to said financial statements.

  • The BMV requires SABs to have an operational track record of three years with a positive average operating profit.
  • The BIVA requires SABS to have an operational track record of three years.
  • The BMV requires SAPIB to have an operational track record of two years with a positive average operating profit.
  • The BIVA requires SAPIB to have an operational track record of three years.
  • As for the other type of issuers, no operational track record is required.

SAPIB:

Among others:

  • The board of directors must have at least one independent member at the time of registration before the RNV.
  • Must have a corporate practices subcommittee to help the board of directors.
  • This committee has to be composed exclusively with appointed board members and must be chaired by an independent member.
  • The company may choose to assign to said subcommittee the audit functions or may designate an audit subcommittee.
  • Must comply with the minority rights in accordance with the applicable legislation.

SABs:

Among others:

  • Must have a corporate practices subcommittee to help the board of directors.
  • This committee has to be composed of at least three members, designated by the board of directors, and must be considered as independent members.
  • The company may choose to assign to said subcommittee the audit functions or may designate an audit subcommittee.
  • The administration shall be in charge of a (i) managing director and (ii) a board of directors, composed of a maximum of 21 directors, of which at least 25% must be independent.
  • Must comply with the minority rights in accordance with the applicable legislation.

Real Estate Investment Trusts (“FIBRAs”):

Among others:

  • A FIBRA must be a trust created according to Mexican legal guidelines. A Mexican tax resident banking institution or an authorised brokerage house must act as trustee.
  • A FIBRA trustee must distribute to holders of Certificados Bursátiles Fiduciarios Inmobiliarios (“CBFIs”) at least once a year and no later than March 15th , at least 95% of the FIBRAs tax result.
  • The CBFI holders' meeting is the highest decision-making regarding the Trust.
  • The technical committee must be integrated with a maximum of 21 members, of which at least 25% must be independent members.
  • Must comply with the minority rights in accordance with the applicable legislation.

CKDs:

Among others:

  • The holders' meeting is the highest decision-making regarding the Trust.
  • The Technical Committee must be integrated with a maximum of 21 members, of which at least 25% must be independent.
  • CKDs can be issued under "capital calls" structure, where holders are required to make future investment in the issuer trust. This mechanism allows for securing funding and liquidity from the holders for ongoing projects or new investments. Through capital calls, investments can be spread out to later dates or when needed by the Issuer trust.
  • Must comply with the minority rights in accordance with the applicable legislation.
  • Equivalent structure, functions and responsibilities of decision-making bodies of trusts to SAB holders' meetings, technical committee equal to board of directors and investment committee equal to committees.

The underwriters have the obligation to report to the CNBV and to the Exchange the number of acquirers, and the degree of diversification of the securities holding within five working days after the settlement date.

However, in terms of the Securities Market Law and “General regulations applicable to broker-dealers”, in connection with the public offer, underwriters must comply with the following obligations:

  • Brokers must implement policies aimed to verify that the offering documents comply with the legal requirements to the correspondent's offer.
  • Brokers must evaluate the issuer and keep evidence of the relevant information disclosed in the offering documents. This information may be collected in meetings, conference calls or any other kind of communication with issuer's officers.
  • Brokers must confirm no relevant changes have been made in the information disclosed by the issuer.

None other than those provided for item 2.2 Specific Eligibility Requirements for Issuers Undertake a Primary Listing.

.

The main requirements are that secondary listings basically have the same requirements as primary listings, but are required to provide translations of corporate documents and opinions from the primary listing jurisdictions.

First steps consist of filing before the CNBV a formal securities registration and public offering request, and with the exchange a formal listing request. Such requests must comply with requirements provided in the Securities Market Law (Ley del Mercado de Valores) and “General regulations applicable to issuers of securities and other participants of exchange markets”. Along with the referred requests, issuers must file before the CNBV and the exchange mainly (it may vary depending on the type of security – shares, real estate fiduciary certificates for Mexican REITs, etc.) a preliminary prospectus, form of title or share certificate, audited financial statements, opinions, corporate resolutions and agreements such as shareholders' agreements.

After the filing is made, the CNBV will have a period of time to review the documentation and may provide comments to the issuer. Once several rounds of comments and responses occur, the CNBV may authorise the registration of the securities and its public offering.

Yes, but it's very similar to the process for a local company. If a company in a different jurisdiction wishes to list its shares on a Mexican exchange, it has to file before the CNBV certain additional documentation under applicable rules and regulations. However, the process is very similar to the one that Mexican companies have to comply with to obtain a primary listing.

Normally shares are registered in the RNV, but a large number of foreign issuers trade their shares in the International Quotation System (Sistema Internacional de Cotizaciones) (“SIC”), a platform that allows investing in shares and Exchange Traded Funds (“ETFs”) whose securities have been listed offshore (the registration is made possible by a sponsorship of a broker).

The main ways to structure an IPO are through: (i) direct offering of the company's shares in the primary market, or (ii) through a special vehicle such as a Mexican trust issuing a participation certificate (certificados de participacion ordinaria), where the shares of the company are transferred to the trust.

Additionally, in connection with structured vehicles, there is an undefined possibility to structure an IPO, depending on the objective of the transaction.

Furthermore, IPOs can be structured depending on the type of investor to which such offering is addressed (limited offerings).

Except for those requirements in item 2.2, there are no specific requirements regarding the structure of an IPO.

The main ways of structuring a subsequent equity offering are through: (i) the issuance of new shares by the company (primary offering or follow-on), (ii) current shareholder selling shares previously acquired in a primary offering (secondary offering), (iii) mix offerings that include primary and secondary offerings at the same moment, or (iv) the issuance of new shares under a shelf programme.

Subsequent offerings can be implemented through direct offerings of the company's shares or through a Mexican trust issuing participation certificates.

Not really. The procedures in the event of a primary or a secondary listing are the same.

The procedure is quicker and simpler if the offering is made only to existing shareholders. No offering documents are required under Mexican law or regulations in order to carry out a rights offer to the existing shareholders.

Advisers appointed in connection with an equity offering and their role:

  • Issuer’s independent legal counsel: the legal counsel to the issuer must be independent from such issuer. The independent legal adviser to the issuer drafts the offering documents and executes a thorough due diligence of the issuer and its assets to issue an independent opinion to the market prior to the initial public offering. Legal counsel also communicates and negotiates with market authorities, institutions and underwriters.
  • Underwriter:underwriters or placement agents are Mexican broker-dealers. If no structuring agent is appointed, underwriters may structure the deal along with legal counsel, seek potential investors and build the book. The underwriters market the securities and are also responsible for the prospectus content along with the other advisers and issuer.
  • Underwriter’s legal counsel (to reduce costs, it may be the same as the issuer's legal counsel and be considered as "Deal Counsel"): This adviser performs a legal due diligence of the offering documents and the issuer to provide a legal opinion to the underwriters in order to give comfort to the latter.
  • Structuring agent:if appointed as an independent adviser, this adviser structures the offering and provides the issuer and underwriters with the required advice to perform the proposed structure.
  • External independent auditor: this adviser reviews the issuer's financial statements and provides an opinion of the company's audited financial statements.

Usually it does not differ. Sometimes, depending on the issuer and the issuer's business, additional advisers may be appointed, such as tax legal experts, appraisers or others in connection with the specific sector of the issuer.

All equity public offerings under applicable laws and regulations require a prospectus or offering document. When issued under an existing shelf programme, the prospectus is amended by a supplement to the prospectus providing details of the offer.

A prospectus must include all material information from the issuer and assets, depending on the type of security. Such information can be summarised in the following:

General Information

  • Glossary of terms and definitions.
  • Executive summary.
  • Risk factors.
  • Other values.
  • Public documents.

The Offer

  • Characteristics of the values.
  • Destination of the funds.
  • Underwriter’s placement plans.
  • Expenses related to the offer.
  • Capital structure after the offer.
  • Attributions of the common representative (representante común) (only if applicable).
  • Names of persons with relevant participation in the offer.
  • Dilution (only if applicable).
  • Selling shareholders (if applicable).
  • Securities market information.
  • Market maker (formador de mercado).

The Issue

  • History and development of the issuer.
  • Business description.

a)       Main activity.

b)       Distribution channels.

c)       Patents, licences, trade marks and other contracts.

d)       Main customers.

e)       Applicable legislation and tax situation.

f)       Human resources.

g)       Environmental performance.

h)       Market information.

i)       Corporate structure.

j)       Description of the main assets.

k)       Judicial, administrative or arbitration processes.

In the case of shares, additionally:

l)       Shares representative of the share capital.

m)       Dividends.

In the case of foreign issuers, additionally:

n)       Exchange controls and other limitations that affect the shareholders.

Financial Information

  • Selected financial information.
  • Financial information by business, geographical area and export sales.
  • Summary of relevant credits.
  • Management's comments and analysis of the operation results and the issuer's financials.

a)       Operation results.

b)       Financial situation, liquidity and capital resources.

c)       Internal controls.

d)       Critical accounting estimates, provisions or reserves.

Administration

  • External auditors.
  • Operations with related parties and conflicts of interest.
  • Administrators and shareholders.
  • Bylaws and other agreements.

In the case of foreign issuers, additionally:

  • Other corporate governance practices.

Underlying Assets (only for structured securities issuers)

  • Description of the underlying assets.
  • Historical behaviour of the underlying assets.
  • Exercises to quantify the possible returns or losses that under different scenarios could be generated.

Responsible Persons

Exhibits

  • Financial statements and audit committee's opinions and, if applicable, the commissioner's report.
  • Legal opinion.

a)       General Information.

  • Risk factors.
  • Securities market information.

a)       General characteristics of the offer or programme, as the case may be.

  • Amount.
  • Expenses.
  • Use of proceeds.
  • Management.
  • Taxation.

a)       General information of the Issuer.

  • Financial information.
  • Operational history.
  • Corporate governance.
  • Principal shareholders.

The following participants are liable for the contents provided within the scope of their duties:

1.       The issuer.

2.       The underwriters.

3.       The independent auditor.

4.       The independent legal counsel.

5.       The guarantor (if applicable).

6.       The trustee (if applicable).

7.       The settlor (if applicable).

8.       The common representative (if applicable).

9.       The financial adviser and/or structuring agent.

10.       Other advisers might be liable, for example, for studies concerning a specific kind of assets or valuations of the company's assets.

The content requirements of the offering documents differ depending on the type of securities to be offered. Accordingly, the “General regulations applicable to issuers of securities and other participants of exchange markets” establishes different content requirements for the following securities:

1.       Equity:

a.       Stocks;

b.       Warrants;

c.       ETFs;

d.       CKDs;

e.       REITS (Fibra Inmobiliaria);

f.       Mortgage Trusts;

g.       Energy and Infrastructures Investment Trust (Fibra E) (depending on the type of sector because some requirements might be different).

2.       Debt

a.       Short-term;

b.       Long-term.

Filing

In accordance with the “General regulations applicable to issuers of securities and other participants of exchange markets” a preliminary version of the prospectus is presented in the first filing, which is complemented through subsequent filings both with the comments/requirements from the CNBV, the Exchanges and from the transaction parties.

Prior to obtaining the authorisation, a preliminary prospectus signed by the parties mentioned in item 6.2 Responsibility and/or Liability for the Content of a Prospectus and initialled by the issuer's legal representative is submitted to the CNBV. Once the authorisation is obtained, two copies of the definitive prospectus (signed and initialled just as mentioned before) with all of the exhibits, is normally submitted to the CNBV.

Publication

The “General regulations applicable to issuers of securities and other participants of exchange markets” establishes that, depending on whether it's an IPO or a subsequent offering (follow-on), both the prospectus and any other offering documents must be available for public investors, in accordance with the following:

  • IPOs – The relevant information and offering documents must be available at least ten business days before the pricing or closing day.
  • Follow-Ons – The relevant information and offering documents must be available at least five business days before the pricing or closing day.
  • Frequent Issuer under a Shelf Programme (pre-authorised formats of the offering documents) – In this case, the relevant information and the offering documents must be available at least two business days before the pricing or closing day.

Black Out Period

Issuers performing an issuance on a date close to or after the publication of periodic financial information in terms of the Title IV of the “General regulations applicable to issuers of securities and other participants of exchange markets” should consider the following:

i.       The closing date/public auction date/pricing date of securities must occur ten business days after the publication of the issuer's financial information (this is applicable for the issuance of securities without public offering and Frequent Issuers).

ii.       The closing date/public auction date/pricing date of securities, cannot occur within five business days prior to the publication of the issuer's financial information (this is applicable for the issuance of securities without public offering and Frequent Issuers).

Additionally, in the case where the pricing or closing date occurs within five to ten business days prior to the publication of the issuer's financial information, such issuer must disclose in the offering documents (public offer notice, prospectus and/or supplement, as the case may be), the date in which the financial information will be published, the expected tendency regarding the historical information, and if possible, the financial information of the latest available monthly period.

Under a shelf programme, issuers are able to publicly offer and place securities without having to submit a new prospectus or even update the prospectus of the programme, as long as the issuer complies with its reporting obligations under the “General regulations applicable to issuers of securities and other participants of exchange markets”.

Restrictions to market the securities are applicable in Mexico before the issuance documents (specially offering document or prospectus) are publicly available. Under applicable law, an issuer may file issuance documents with the authorities as confidential, meaning such documents will be available to the public until: (i) the issuer requests them to be publicly available, or (ii) upon the CNBV (as authority) and the Exchanges (as self-regulatory institutions) request.

Once the offering documents are available to the public through the securities exchange and CNBV's platforms, then issuers are allowed to market and offer the securities freely.

They are limited to certain selling practices rules.

Research reports shall comply with a restriction period commencing the first day of the offer and until for days after the IPO is made, or ten days after the placement in case of previously registered securities (follow-on).

There is always a possibility to ask for damages in general terms (judicial process shall be established) in addition to any additional penalty to be granted by the CNBV.

Not routinely, although we have seen some research reports from institutions outside the syndicate advising on the transaction. There is no specific guidance or regulatory requirements regarding such unconnected research reports.

A book-building process is commonly used for equity offerings in Mexico.

Currently, the most common manner to structure an equity offering is through best efforts. Mexican underwriters will rarely commit to firm commitment.

The key terms of an underwriting agreement are:

  • “Placement method”: Description of how the placement of the securities shall be carried out, which could be either (i) best effort or (ii) firm commitment;
  • “Purchase price”: Definition of the purchase price of each security to be placed;
  • “Commission”: The amount of fees that the underwriters will receive for the placement of the securities and any additional commission;
  • “Over-allotment option” (if any);
  • “Stabilisation operations”;
  • “Underwriters syndicate (if any);
  • “Issuer’s obligations” (covenants);
  • “Underwriters' obligations”;
  • “Indemnity provision”.

Each underwriter negotiates with the issuer the commission, which consists typically of an amount equal to a percentage agreed over the total amount of securities placed. Sometimes a success bonus is granted by the issuer on a discretionary basis. However, it is determined on specific circumstances for each offer.

Stabilisation in connection with an equity offering allows the underwriters to purchase and sell the publicly offered securities on the open market. Stabilising transactions consist of certain bids or purchases of securities made for the purpose of preventing artificial declining in the market price of the securities after the offer is made. Any stabilisation activity cannot consist in manipulating the market because manipulation is against best practices and enforced by the CNBV.

There are rules contemplated on the Securities Market Law, namely:

  • The person or group of people who acquire ordinary shares of a corporation, registered in the RNV, which result in a position equal to or greater than 10% and less than 30%, are bound to disclose such circumstance no later than one business day after the occurrence of said event, through the corresponding exchange. In the case of groups of people, they should disclose the individual holdings of each one of the members participating.
  • Likewise, the person or group of persons mentioned above should disclose their intention to acquire significant influence (20% capital stock) in the given corporation.
  • Related persons to a corporation registered in the RNV, directly or indirectly increasing or decreasing their participation in said capital by 5%, are bound to disclose such circumstance, no later than one business day after the occurrence of said event, through the corresponding stock exchange.
  • Likewise, they must disclose their intention to acquire a significant influence or to increase it.
  • The person or group of people, directly or indirectly holding 10% or more of the shares of a corporation registered in the RNV, as well as the members of the: (i) board of directors and (ii) relevant directors of said corporation, should disclose to the CNBV in terms provided by general provisions issued by the CNBV.
  • The acquisition of a participation of 30% or more of the shares of a corporation registered in the RNV shall be made through a tender offer and with the authorisation by the CNBV.

Public offers in Mexico are governed by Mexican law. In the case of foreign issuers conducting a public offering in Mexico, Mexican law would apply, but formation documents and other items related to issuer’s operations may be governed by any foreign law.

English or New York Law may not be used to govern an underwriting agreement.

We are not aware of any cases of securities governed by Mexican law to have a conflict of laws.

A judgment rendered in a foreign jurisdiction would be enforceable in the competent courts of Mexico pursuant to Article 1347-A of the Commerce Code, which provides, inter alia, that any judgment rendered outside Mexico may be enforced by Mexican courts, provided that:

  • such judgment is obtained in compliance with the legal requirements of the jurisdiction of the court rendering such judgment, and is in compliance with all legal requirements of the Loan Documents;
  • such judgment is strictly for the payment of a certain sum of money, based on an in personam (as opposed to an in rem) action (acción real);
  • service of process was made personally on the defendant or on its duly appointed process agent (service by mail does not constitute personal service in Mexico), and a Mexican court would consider a service of process upon the duly appointed agent, appointed by means of a notarial instrument, to be personal service of process meeting Mexican procedural requirements;
  • such judgment does not contravene Mexican law, public policy of Mexico, international treaties or agreements binding upon Mexico or generally accepted principles of international law, and the judge or court rendering the judgment was competent to hear and judge on the subject matter of the case in accordance with accepted principles of international law that are compatible with Mexican law;
  • the applicable procedure under the law of Mexico with respect to the enforcement of foreign judgments (including, but not limited to, the issuance of a letter rogatory by the competent authority of such jurisdiction requesting enforcement of such judgments as being final judgments, and the certification of such judgment as authentic by the corresponding authorities of such jurisdiction in accordance with the laws thereof) is complied with;
  • the action in respect of which such judgment is rendered is not the subject matter of a lawsuit involving the same subject matter among the same parties pending before a Mexican court;
  • such judgment is final in the jurisdiction where obtained;
  • the judgment and related documents are translated into Spanish by a translator duly authorised for their admissibility before the Mexican courts before which enforcement is requested, such translation being subject to approval by the Mexican court after the defendant has been given an opportunity to be heard with respect to the accuracy of the translation, and such proceedings would thereafter be based upon the translated documents;
  • the courts of such jurisdiction recognise the principles of reciprocity in connection with the enforcement of Mexican judgments in such jurisdiction; and
  • such judgment does not contravene a final judgment rendered by a Mexican court on the same subject between the parties thereto.

Regarding arbitrations awards, Mexico is part of the New York Convention (the Convention on the Recognition and Enforcement of Foreign Arbitral Awards), and the Mexican Commerce Code reinforces the principles of recognition and enforceability of foreign arbitration awards. The only exception to its enforcement are listed in Article 1461 of said Commerce Code, and are customary exceptions (ie, if the award has been declared null or is not enforceable under the legislation where the award was rendered, one of the parties was not properly notified of the arbitration proceedings, etc.).

None other than those described above for foreign judgements, and with regard to arbitration awards, the only requirements are also established in Article 1461 of the Mexican Commerce Code, in general terms: (i) submitting a written request to the Mexican judge for its recognition; (ii) the Party requesting its execution should submit the original of the award duly authenticated or a certified copy, along with the original arbitration agreement, or a certified copy; and (iii) if the award or agreement was not written in Spanish, a translation into Spanish made by an official expert should also be submitted.

No, the enforceability of any of the transaction documents would not be affected in general terms.

Foreign companies applying for registration of securities representing its share capital in the RNV must certify to the CNBV that they have rights equal to or higher than those required for SABs, and minority rights, and that their governing bodies maintain its organisation, operation, duties, responsibilities and internal controls at least equivalent to those of said companies according to Mexican applicable laws.

In our experience, according to transactions we have been involved in, a typical timetable would be as follows:

  • During week one, the parties meet for a kick-off meeting where they discuss general terms of the deal, the weekly calls calendar and working group lists are set and distributed to each team, and due diligence starts.
  • Between weeks two and three, the first draft of the prospectus is distributed to the working group list to include information provided by each party, as well as for comments and discussion on specific characteristics of the deal.
  • Also during week three, a courtesy meeting is held with the CNBV and the Exchange to explain how the deal takes place.
  • Between weeks three and four, several versions of documents are prepared before a first filing version is agreed with the CNBV and the Exchange; commonly the first confidential filing is made. The CNBV and the Exchange review period for the first filing starts.
  • During week five, a second confidential filing takes place after the first comments from the CNBV and the Exchange are received; depending on the complexity of the deal, the CNBV and the Exchange take three to five weeks to comment on the offering documents (week eight).
  • Usually between weeks three and eight, the placement agents start the road show and receive questions from prospective investors that will be included in or clarified by the second version of the offering documents.
  • Between weeks nine and ten, the parties include in the offering documents acceptable comments from the CNBV and the Exchange, as well as comments and questions from investors, and make a new filing.
  • During week 11, the CNBV and the Exchange authorise final versions of the documents. After filing final versions, the securities are registered before the RNV.
  • In week 12, the securities are traded on the Exchange .

The CNBV takes more time to analyse documents from first-time issuers (such as IPOs), as they have no background concerning the company’s financial information or market behaviour. Subsequent offerings usually take less time than IPOs.

Tax issues could arise in the context of investment vehicles such as public FIBRAs (Mexican Real Estate Investment Trusts) or FIBRA Es (Energy Investment Trusts), where specific tax requirements set forth in the Mexican Income Tax Law ("MITL") or in Tax Miscellaneous Regulations need to be fulfilled in order to be able to achieve tax transparency at the level of the issuing vehicle.

Likewise, different classification rules related to the nature of financial instruments (eg, private and public shares, bonds, derivatives, convertible shares, repos or preferred shares) may result in different tax treatments depending on whether the instrument is treated as debt or equity pursuant to the MITL and equivalent regulations in the recipient country. For example, debt instruments deemed to represent an equity investment from a tax perspective may be reclassified as equity under the MITL but not under foreign law.

Mexican tax resident individual shareholders are subject to an additional 10% WHT on dividends distributed by Mexican companies if they arise from profits generated from 2014 onwards. This WHT is considered final.

Under MITL temporary provisions, however, certain tax credits may be granted to individual Mexican shareholders against such additional withholding tax with respect to reinvested dividends originated exclusively in 2014, 2015 or 2016 and distributed in 2017 and subsequent years, provided certain requirements are met. Considering such credits, the effective WHT rate could be 9%, 8% or 5% depending on the year the dividend is distributed.

Dividends paid to foreign tax residents are subject to a domestic 10% WHT over the gross dividend paid amount.

In contrast, dividends paid by Mexican companies to other legal entities tax resident in Mexico are not subject to a WHT.

Depending on the shareholder’s residence jurisdiction, Income Tax Treaties for the Avoidance of Double Taxation ("Tax Treaties") entered into by Mexico with other countries may provide for a relief either by reducing the applicable WHT rate or eliminating the WHT. Such could be the case of the Tax Treaties between Mexico and France, the Netherlands, the United Kingdom or the United States, under which the payment of dividends will not be subject to a WHT in Mexico under certain circumstances.

Returns of capital to shareholders upon the liquidation of a company or otherwise are treated as tax-free amortisation of capital up to the amount of the shareholder's adjusted previously contributed capital per share.

Yet, in the event of liquidation of a company, reimbursements per share made to shareholders in excess of their adjusted-for-inflation contributions per share are treated as liquidation dividends and thus taxable to the extent such dividends are not paid out from the Net Tax Income Account (“CUFIN”) account. The CUFIN represents profits already taxed at the level of the Mexican distributing company.

If profits are distributed by means of stock dividends or generally are reinvested within 30 days after a distribution takes place, the tax could be deferred until the shares are paid for upon a capital reimbursement or liquidation of the company.

No stamp duty, capital duties or transfer taxes apply in Mexico in the matters of reference.

Capital gains derived by non-residents from the sale or disposition of (i) publicly traded shares issued by Mexican tax resident entities, (ii) shares issued by foreign companies registered at the SIC ("Sistema Internacional de Cotizaciones"- or Mexico's International Quoting System), as well as (iii) titles or equity indexes related to these shares (eg, ETFs), are subject to a 10% income tax rate, when the transfer is carried out through authorised Exchanges or Mexican derivatives markets.

However, a rate of 35% instead of the 10% rate described above will apply under certain exceptional circumstances, among others, if a 10% interest holder within a period of 24 months disposes 10% or more of the paid shares of the issuing company.

Similarly, capital gains arising from the transfer of shares in Mexican Open-ended Investment Funds will be subject to income tax at the rate of 10%.

The broker dealer or stock market intermediary is responsible for withholding the tax.

The sale of publicly traded shares could be tax free when the seller is a resident of a country that has an applicable tax treaty with Mexico, provided that they comply with formal requirements, including evidence of tax residence issued by the tax authorities of their respective countries.

The sale of publicly traded FIBRA or FIBRA E certificates by Mexican resident individuals and foreign tax residents is tax exempt.

The issuers must provide quarterly and annual reports.

  • Quarterly Reports.

Within 20 business days following the end of each of the first quarters of the fiscal year and within 40 working days following the end of the fourth quarter, the issuer must make public, through the CNBV and the Exchange, the financial statements, as well as the economic, accounting and administrative information comparing at least the figures of the quarter in question with the financial statements of the previous year in accordance with the applicable accounting regulations. The quarterly report must contain an update of the annual report or the prospectus of placement in case that, at the date of presentation of disclosure of the aforementioned financial information, the issuer will not have the obligation to publish said report regarding the comments and analysis of the administration on the operation results and financial status.

  • Annual Reports.

No later than April 30th of each year, the issuer must make public, through the CNBV and the Exchange, an annual report corresponding to the previous year that includes the annual audited financial statements of the reported year as well as the operating and administrative information of the issuer for the reported year.

For some types of securities, issuers must provide monthly reports in accordance with the “General regulations applicable to issuers of securities and other participants of exchange markets”.

Disclosure requirements in respect of information regarding the issuer

The disclosure of periodic information is considered relevant information, as well as any change to the structure or characteristics of the securities. Issuers are required to disclose any information that may affect the price of the securities, such as: (i) unusual changes in the market price or volume of operation of its securities and (ii) changes in the supply or demand of its securities or in their price, which are not consistent with their historical behaviour and cannot be explained by the public information.

Also, considered to be relevant events, but not limited to, are the following:

  • Any change on its corporate governance and bylaws;
  • Any transaction regarding the issuer’s business or its affiliates, such as collaboration agreements, strategic alliances with companies, clients, service providers or government;
  • Regarding issuer's securities: negotiation or completion of investment projects, merger or excision, any change to its capital structure or any change affecting its control on subsidiaries, and operations that constitute at least 5% of its shares conducted by controlling shareholders, executive officers and people presumed to have knowledge as a matter of insider trading;
  • Issuer’s financial condition, including the sum or credits or loans, which sum represents 5% or more of the total assets, liabilities or consolidated capital as disclosed on the last quarterly report, as well as any situation affecting the financial structure or solvency and asset utilisation, changes in accounting or financial or economic policy;
  • Any judicial, administrative or arbitration procedures or important amendments to laws or regulations affecting its business operation;
  • Regarding trusts with respect to the trustee, administrator, rights or securities: any instruction not provided for in the trust agreement, substitutions of trustee or administrator and relevant amendments to administration policies;
  • Regarding trusts with respect to assets, rights or trust securities:
  • more than 10% of the assets, rights or securities has four or more past due and unpaid monthly instalments over a period,
  • more than 10% of unpaid balance of the principal of the trust credit rights, are paid early in a period,
  • regarding an assignment agreement, the assignor reacquire or replace 10% or more of such assets, rights or trust securities. Also, if derived from such reacquisition more than 25% of all assets that comprise the trust property is concentrated in a geographical area,
  • if more than 5% of the total of assets, rights or trust securities are in judicial, administrative or arbitration proceedings.
  • Regarding CKDs, FIBRAs, FIBRA E, infrastructure or investment projects:
  • the total of the issuing call (llamada de capital) is not covered compromising the business plan,
  • when more than 30% of the resources of the issuance is maintained in investments in securities other than those indicated in the correspondent prospectus,
  • when, for any reason, the maximum limit of leverage or indebtedness, or the coverage ratio of debt service is exceeded.

To determine if an event is relevant, the issuer must consider if the event in question is equivalent in value to 5% or more of the its assets, liabilities or consolidated capital, or amount to 3% of the consolidated total sales of its previous year.

Corporate governance requirements

Only those disclosed in the documents from the IPO, any changes thereto.

Specific rules applying to transactions post-listing

The Securities Market Law provides, depending on the transaction, specific rules for both the board of directors and the shareholders meeting as follows:

Board of Directors

The board of directors must approve prior opinion of the practices committee:

  • The policies and guidelines for the use or enjoyment of the company's assets or its subsidiaries, applicable to its related parties.
  • The operations (each one individually) with related parties, which the company or its subsidiaries have intention to execute.
  • No approval will be needed as long as said operations are made in connection with the policies and guidelines approved by the board of directors, and:
  • due to their amount, lack of relevance;
  • are carried out between the company and/or its subsidiaries and/or those in which the company has significant influence, or between any of these, as long as:
  • they are considered as ordinary or habitual business activity or
  • they are considered as made at market prices or supported by valuations made by external experts;
  • are carried out with the company's employees, as long as they are carried out under the same conditions as with any client or as a result of labour benefits of general nature;
  • are carried out with related parties, in connection with loans, any type of credit or guarantee.

Shareholders Meeting

The shareholders meeting, in addition to the provisions of the General Business Company Law (Ley General de Sociedades Mercantiles), will take place in order to approve operations in which the company or its subsidiaries intend to execute, during a fiscal year, when said operations represent 20% or more of the consolidated assets of the company based on figures corresponding to the close of the immediately preceding quarter, regardless of the way in which they are executed, whether simultaneous or successive, but due to their characteristics may be considered as a single operation.

These obligations apply equally to foreign incorporated issuers.

Penalties include fines ranging from approximately MNX806,000 to MNX8,060,000 and are independent of any damages.

In addition, a trading halt or the cancellation of the registration of the securities in the RNV can be granted by the CNBV as these are considered serious infringements.

The head of finance and legal counsel or equivalent that do not comply with their obligation to review within their respective competences, and sign quarterly and annual reports, will be sanctioned with an administrative fine imposed by the CNBV of 10,000 to 100,000 days of salary under the LMV equivalent to MNX806,000 to MNX8,060,000 (per rate MNX80.60 Unit of Measurement and Update (“UMA”) is the economic reference in pesos to determine the amount of payment from obligations and alleged assumptions provided for in federal law, the states and Mexico City, as well as in legal provisions from all of the above). The chairmen of the committees of corporate practices or auditing of SABs, which fail to prepare the annual report on their activities and present it to the board of directors of the company, will be liable for a fine of 20,000 to 100,000 UMAs under LMV, equivalent to MNX1,612,000 to MNX8,060,000.

Issuers that fail to provide the CNBV or the stock exchange in which they list their securities the quarterly or annual reports, or when they submit them incomplete or without complying with the requirements, terms or conditions required for it, similarly, to the issuers that fail to prepare their financial statements in accordance with accounting principles issued or recognised by the CNBV, will receive a fine of 30,000 to 100,000 UMAs under LMV, equivalent to MNX2,418,000 to MNX8,060,000.

These sanctions might be applicable for SABs, shareholders, members and the secretary of the board of directors and relevant executives, will be equally applicable to SAPIB, FIBRAs, CKDs, shareholders and other persons performing any of the aforementioned positions, when the legal precepts are applicable to them.

Violation of these provisions will be considered serious infringements and the fines referred previously are independent of the suspensions, disqualifications, cancellations, interventions and revocations that may be appropriate.

Regardless of the economic sanctions that, pursuant to the applicable law, the CNBV imposes on the issuers for violating these provisions for not preparing their financial statements in accordance with accounting principles issued or recognised by it, the CNBV will require the issuers to modify their financial statements in order to comply with the aforementioned principles and its disclosure to the public.

Holland & Knight

Paseo de la Reforma
No. 342 Piso 28
Col. Juárez,
Cuauhtémoc06600
CDMX
México

+52 55 3602 8000

+52 55 3602 8098

Guillermo.Uribe@hklaw.com www.hklaw.com
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Holland & Knight The team in Mexico consists of nine qualified attorneys, led by Guillermo Uribe, the head of the capital markets practice in Mexico, and Alejandro Landa, the co-head of the financial services practice in Mexico. The attorneys are regarded as pioneers in Mexican assets securitisation deals; mortgage-backed securities cross-border deals; and toll road securitisations, sub-sovereign securitisations and Mexican REITs (FIBRAs). In the Mexican REIT market, it has advised clients in more than 70% of the total capital markets deals globally and locally. The team provided advice in the first Mexican REIT rights offer and the first ADR programme. The Mexico City office plays a critical role in the firm's Latin America practice, providing legal services to domestic and international clients doing business in Mexico and throughout the USA, working closely with colleagues in New York, Miami, Washington, Houston, Dallas and Bogotá, as well as in other jurisdictions. Read more at https://www.hklaw.com/practices/structured-finance/

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