Aristóteles No. 77 piso 6 Col. Polanco Chapultepec 11560 México, D.F. l Tel. (52 55) 5280.9798 / 5281.0063 l kavalier.mx - 1 - 2 Aristóteles No. 77 piso 6 Col. Polanco Chapultepec 11560 México, D.F. l Tel. (52 55) 5280.9798 / 5281.0063 l kavalier.mx - 2 - 3 Aristóteles No. 77 piso 6 Col. Polanco Chapultepec 11560 México, D.F. l Tel. (52 55) 5280.9798 / 5281.0063 l kavalier.mx - 2.1 - REAL ESTATE — The firm has represented developers, creditors, and Mexican and foreign entities in the acquisition and lease of properties for the construction and development of housing, as well as commercial and industrial projects. — Our attorneys are actively involved in the financing stage for the construction and development of these projects. RECENT TRANSACTIONS Hotels We advised an exclusive major hotel brand in the development of a hotel in Polanco, in Mexico City. Industrial Projects We are the main legal advisor for a telecom company in a large-scale acquisition and lease program throughout Mexico We advised an industrial developer in its acquisition of one of the largest industrial parks in Mexico. We advise a major fund in the acquisition of industrial buildings for its subsequent lease. Housing The firm acts as advisor of a major developer of horizontal housing in Mexico City with over 500 apartments built. 4 Aristóteles No. 77 piso 6 Col. Polanco Chapultepec 11560 México, D.F. l Tel. (52 55) 5280.9798 / 5281.0063 l kavalier.mx - 2.2 - INFRASTRUCTURE — Representation of national and foreign clients, including the federal and local governments, in infrastructure projects and their financing needs. — We offer national, foreign and joint bidders advisory in their participation in public bids, as well as representing developers and operators of the projects and financial firms that have undertaken the funding of the projects. — The firm has a team of lawyers highly specialized in Public Private Partnerships. We have advised federal as well as state governments, national and international clients, and project operators. RECENT TRANSACTIONS Toluca - Naucalpan Highway Advisors to the bank syndicate in the financing for the construction, operation and maintenance of the toll road. Veracruz State Our lawyers represented the State Government in the construction and operation of a dam, aqueduct and power plant under the PPP scheme, for the production of potable water, electricity and sewerage services, among other products, for the benefit of the largest municipalities in the State of Veracruz. Federal Board for Sports and Physical Culture Representation of the CONADE in the design of the legal strategy for the creation of the bidding rules and contract in order to develop the Center for the Development of Physical Talent and High Performance of the Bajío area. Health Ministry Representation of the Health Ministry in the design and implementation of the PPP scheme for the construction, financing and operation of seven highly specialized Regional Hospitals. Advisory to several state governments in the implementation of PPP projects in health and cultural maters, from the procurement stage until the awarding and execution of the contracts, including all aspects related with construction, subcontracting and financial closing for the projects. 5 Aristóteles No. 77 piso 6 Col. Polanco Chapultepec 11560 México, D.F. l Tel. (52 55) 5280.9798 / 5281.0063 l kavalier.mx - 2.3 - ENERGY PROJECTS (CONVENTIONAL AND RENEWABLE) — Within our work in infrastructure we have developed an area specialized in energy, with broad experience where we offer our clients advisory in every phase of the development and financing of energy projects, both conventional and renewable. — We assist our clients in the development, financing, negotiation, construction, operation and sale of alternative energy and cogeneration facilities, pipelines, petrochemical plants, oil platforms, gas compression facilities and submarine pipelines. RECENT TRANSACTIONS Santa Catarina Wind Farm Representation of a financial institution in the financing of a Wind Farm of 22MW in the State of Nuevo León. The wind farm will provide electric energy to six Municipalities. As part of the project, an integral due diligence was conducted, and we coordinated the renegotiation of the power purchase agreements with the Municipalities. Cogeneration Representation of several firms in charge of designing, building, financing and operating cogeneration projects throughout Mexico with a total capacity of more than 50MW. Our responsibilities included obtaining the permits from the CRE and negotiating most contracts, including with creditors, services providers and equipment suppliers. Public Bids by CFE Advisory to several joint bidders in their participation in public bids of CFE for independent power production. Our activities included the review of the power purchase agreements, participation in all stages of the bid, review of the procurement rules and preparation and filing of the bid for the project and its funding. We also participated in negotiations with operators, financial entities, technology providers and equipment suppliers. 6 Aristóteles No. 77 piso 6 Col. Polanco Chapultepec 11560 México, D.F. l Tel. (52 55) 5280.9798 / 5281.0063 l kavalier.mx - 2.4 - MERGERS AND ACQUISITIONS — Advisory to Mexican and international firms in their processes of mergers and acquisitions. Our team has vast experience advising management in all aspects related with spin-offs, transfer of assets, mergers, joint ventures and associations, among others. RECENT TRANSACTIONS Telecommunications We advised a major wireless telecommunication provider in its acquisition of 2,500 towers of telecommunications from one of the leading cell phone providers at a price of up to $500 million dollars. Infrastructure We advised a Japanese consortium in its acquisition of 50% of a water concessionaire. Insurance We represented a foreign private fund in its acquisition of one of the leading insurance agents in Mexico. Food Services Our lawyers advised an American fund in its acquisition of various chains of restaurants. 7 Aristóteles No. 77 piso 6 Col. Polanco Chapultepec 11560 México, D.F. l Tel. (52 55) 5280.9798 / 5281.0063 l kavalier.mx - 2.5 9 0 0 2 _ 3 + 5 3 9 CAPITAL MARKETS — Our attorneys have significant experience in the area of capital markets. We have represented international and local brokers and investment banks, as well as issuers in private and public offerings of debt and equity securities, including structured products, often by Mexican issuers in international markets. — Our domestic expertise covers both equity and debt offerings, including corporate bond offerings, complex asset securitizations (involving all asset classes, such as toll road receivables, auto loans, credit card receivables, commercial loans, commercial real estate and residential mortgages), bank capitalization notes, and most recently, capital development certificates known as CKDs used in the implementation of infrastructure and private equity funds. RECENT TRANSACTIONS Advisors on the issuance of $3,000 Million pesos of Capital Development Certificates (CKD´S) to one of the major investment funds managers. Advisors to a major bank based in the north of the country on the issuance of up to the amount of 1,500 million pesos Secured Obligations. Advisors on the issuance of Trust Certificates for a Mexican State. Advisors to a major retail company on the issuance of a long term program of trust certificate obligations for up to $5,0000 million pesos. 8 Aristóteles No. 77 piso 6 Col. Polanco Chapultepec 11560 México, D.F. l Tel. (52 55) 5280.9798 / 5281.0063 l kavalier.mx - 2.6 - BANKING AND FINANCE — The firm represents international and Mexican banks and other financial intermediaries in secured and unsecured, bilateral and syndicated lending transactions of different levels of complexity involving Mexican obligors or assets. Our steady presence in the market has allowed us to participate in all phases of the credit cycle. — Recently, the firm has been involved in several restructurings involving large Mexican industrial and commercial concerns, as well as states and municipalities. RECENT TRANSACTIONS We participated as a legal representative of 14 banks in the restructuring of the public debt of the State of Coahuila in a transaction of over 34 billion pesos. We represent a construction company in the obtaining of a $2,000 million peso syndicated loan. Factoring Creditor representation in the creation of an SPV to perform factoring of a major supermarket chain up to the amount of 630 million pesos. 9 Aristóteles No. 77 piso 6 Col. Polanco Chapultepec 11560 México, D.F. l Tel. (52 55) 5280.9798 / 5281.0063 l kavalier.mx - 2.7 - CORPORATE LAW PROJECTS — Our understanding of the business models of our clients allow us to identify and mitigate the risks of their operations, in order for them to be more efficient and competitive. — We are constantly involved in commercial and corporate projects, including incorporation, transformation, dissolution and liquidation of all types of civil and commercial entities. — We serve as members and secretaries of the board of administrators of several of our clients. 10 Aristóteles No. 77 piso 6 Col. Polanco Chapultepec 11560 México, D.F. l Tel. (52 55) 5280.9798 / 5281.0063 l kavalier.mx - 3 - FOUNDING PARTNERS Roberto Argüelles, founding partner of Kavalier, has a graduate degree from the Universidad Iberoamericana in Mexico City, and his LL.M. from Northwestern University in Chicago. Since 1998 he has worked in different legal areas in Mexico and the United States. His main area of expertise is in infrastructure, with many years of experience working with the government and structuring public private partnerships. David Rajunov studied in the Universidad Iberoamericana in Mexico City, specializing in financial, market capital and corporate law. He is founding partner of Kavalier and has many years of experience offering consulting services to stock markets and investment banks both in Mexico and abroad, as well as participating in several mergers and acquisitions projects. 11 Aristóteles No. 77 piso 6 Col. Polanco Chapultepec 11560 México, D.F. l Tel. (52 55) 5280.9798 / 5281.0063 l kavalier.mx
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