Jose Sifuentes

International Partner, Norton Rose Fulbright US MX, S.C.

Jose Sifuentes

Jose Sifuentes

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Biography

José Sifuentes, an accomplished corporate, M&A, securities and finance lawyer, joined Norton Rose Fulbright's Mexico City office in 2018. He represents clients on all aspects of buying, selling or combining companies and businesses through various types of M&A transactions.

Sifuentes also advises foreign and domestic lenders, borrowers and financial institutions in conjunction with a wide range of transactions, including general corporate lending; single bank and syndicated loan facilities; acquisition financings; secured and unsecured financings; structured financings; project financings; and asset-based financings.

In recent years, as Mexico's energy sector has undergone major reforms, José has been deeply involved in the oil and gas sector and power sectors. He has advised service providers to Mexican state-owned petroleum company PEMEX concerning their operations in Mexico, as well as other key clients in the sector including an oil and gas-focused investment fund and one of the world's largest oil traders. José has also been active in the power sector, advising national and international clients on matters including the negotiation of power purchases agreements and new investments in the Mexican power industry.

José has an outstanding track-record advising major national and international clients on M&A and other complex corporate transactions across regulated and unregulated industries, including negotiated acquisitions, spin-offs, leveraged buy-outs, joint ventures, strategic alliances and corporate restructuring. He has also represented private equity clients on aspects relating to the structuring and implementation of investments, and successfully exiting through strategic sales. He is recognized as a leading lawyer in Corporate/M&A by key legal publication Chambers Latin America, Legal 500 and Best Lawyers.


Professional experience

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Post Graduate Course in Energy Law – Mexico's New Energy Regime Law Escuela Libre de Derecho - Diplomado en Derecho de Energía, 2015
Law degree (attorney), Instituto Tecnológico Autónomo de México (ITAM), Mexico City, 2000

  • Mexico

Recent work highlights include:

M&A: Advised foreign and domestic clients on all aspects of buying, selling or combining companies and businesses across regulated and unregulated industries, through various types of M&A transactions, including: negotiated acquisitions, mergers and spin-offs, leveraged buy-outs, joint ventures and strategic alliances and corporate restructurings. Recent work highlights on M&A matters include:

  • Representing Seaspan Corporation in the Mexican component for the structuring of a US$200 Million equity deal to be invested into Swiber Holdings Limited.
  • Representing the State General Reserve Fund (the sovereign wealth fund of the Sultanate of Oman) in the Mexican component for the structuring of a participation (for an undisclosed amount) in Bacanora Minerals LTD for the development of a lithium mining and processing project located in Sonora Mexico.
  • Represented CME Group in the Mexican component for acquisition of NEX Group plc for the amount of US$ 5.5 billion.
  • Advised Pemex-Gas y Petroquímica Básica in the sale of its 50% stake in Gasoductos de Chihuahua to IEnova for US$1.325 billion, including the unwinding of its joint venture with IEnova in Gasoductos de Chihuahua. This transaction constituted Pemex' first major divestiture after the Mexican energy reform was passed.
  • Represented Grupo Salinas in the structuring and implementation of a joint venture with Televisa to own and operate Iusacell (now AT&T Mexico).
  • Advised Grupo Salinas on the unwinding of its joint venture with Grupo Televisa in Iusacell, allowing the client to acquire Grupo Televisa's 50% stake in Iusacell. The transaction involved complex negotiations to structure a sophisticated mechanism for the joint venture unwinding, which included execution of agreements and other corporate documents. This was a high-profile deal.
  • Advised Grupo Salinas on the USD2.5 billion sale of Iusacell to AT&T. This high-profile deal is a major milestone for the Mexican telecoms sector as it signifies the entry of one of the major global telecoms operators into the Mexican market following the recent telecoms reform.
  • Advised Axis (asset manager and investor) on the buy-out of the 45% stake of institutional investors Ares and Temasek in Integradora de Servicios Petroleros Oro Negro (Oro Negro).
  • Advised Bayer de México, Mexican subsidiary of Bayer AG, performed a carve-out of its material science business (chemical products, polymers, plastics, based either on polycarbonates and/or polyurethane or any other kind of base, adhesives, coverings and sealers). The purpose of the carve-out is that the material science business stands alone in a separate entity from Bayer named Covestro, the parent company of which, Covestro Deutschland Aktiengesellschaft, will trade on the stock exchange market through an Initial Public Offering (IPO). The carve-out process involved numerous complex operations in order to ensure: (i) that the assets and liabilities that comprise the material science business are fully transferred to Covestro; (ii) the continuance of the business operation during the carve-out; and (iii) the operation of a 165,836 square metre facility in Mexico where other business branches of Bayer operate.
  • Advised Nestlé S.A. and Nestlé México, S.A. de C.V. in the acquisition of Pfizer's infant and children nutrition business in Mexico conducted by 4 (four) Mexican subsidiaries of Pfizer (Wyeth, S. de R.L. de C.V., Wyeth Pharmaceuticals, S. de R.L. de C.V., Wyeth Ilacari, S. de R.L. de C.V. and PN North America, S. de R.L. de C.V.).
  • Advised Nestlé México, S.A. de C.V. and Nestlé S.A. in the divestiture of Nestlé's chilled dairy products business line in Mexico, which was sold to Inovación en Alimentos, S.A. de C.V. (a wholly owned subsidiary of Grupo Lala). The divestiture included an asset purchase and sale agreement, a transitional services agreement, a patent and technology license agreement, trademark license agreements and a trademark assignment agreement.
  • Represented GE Commercial Finance Real Estate in a real estate joint venture with AIG Global Real Estate Investment Corp. and Grupo Finsa; which was at the time the largest industrial real estate transaction in Mexico, encompassing one million square meters of industrial construction.
  • Advised Samvardhana Motherson B.V. (as part of a multinational transaction) in the acquisition of Peguform México (formed by the Mexican subsidiaries: Peguform México, S.A. de C.V., Fábrica de Parachoques de México, S.A. de C.V. and Shock Absorb de México, S.A.). The deal was structured as a Leveraged Acquisition with (i) a complex cross-border credit facility involving multiple jurisdictions, extended by several financial institutions, including ICICI Bank Limited, Singapore Branch, Standard Chartered Bank, Axis Bank Limited, Hong Kong Branch, The Export Import Bank of India, London Branch and ICICI Bank UK PLC, Frankfurt Branch; and (ii) a security package including liens on 100% (one hundred percent) of the shares issued by the Mexican entities and their assets in Mexico. Motherson Sumi Systems acquired an 80% (eighty per cent) stake in Peguform Group (a large automotive plastic parts manufacturer for the European and American market) for a confidential amount; which among others, encompassed the transfer of shares issued by Peguform GmbH (Peguform Germany), Peguform Ibérica S.L. (majority shareholder in Peguform México) to Samvardhana Motherson B.V. and other wholly owned subsidiaries of Samvardhana Motherson Group.
  • Advised Indorama Ventures Public Company Limited (a public company listed in the Stock Exchange of Thailand) in the acquisition of INVISTA S.à r.l.'s (i) Polyester resins and Polyester staple assets located at Spartanburg, South Carolina, USA, and (ii) Latin American Polyester resins and Polyester staple business (Grupo Arteva S. de R.L. de C.V. and certain of their affiliates) in Queretaro, Mexico; for the total amount of US$ 457'782,071.00, where 57% of such purchase price (i.e., US$265'000,000.00) corresponds to the Mexican assets. The deal was structured as a Leveraged Buyout with (a) two credit facilities from Bangkok Bank Public Company Limited, one of which was a credit financing for the amount of US$78'000,000.00, and the other was an equity financing for the amount of US$109'000,000.00, and (b) a working capital facility from Scotiabank Mexico for the amount of US$100'000,000.00.
  • Represented Caja de Ahorros del Mediterráneo in the acquisition of Crédito Inmobiliario, S.A. de C.V., SOFOM, E.N.R.

     

Banking and Finance: Acted as counsel for a number of foreign and domestic lenders, borrowers and financing entities in general, in connection with a wide variety of transactions, including: general corporate lending, single bank and syndicated loan facilities, acquisition financings, secured and unsecured financings, structured financings, project financings, asset based financings. Recent work highlights on banking and finance matters include:

  • Represented Société Générale (France) in the purchase from Anheuser-Busch Netherlands of collection rights under a Loan Agreement between Anheuser-Busch Netherlands (as lender) and Cervecería Modelo México (as borrower), for the amount of US$591.3 Million.
  • Representing HSBC Canada in the Mexican component of adjustments to the collateral package under a Credit Agreement extended to CHC Group LLC for the aggregate amount of US$375 Million. The adjustments to the collateral package included the deregistration and registration of multiple aircraft and aircraft mortgages in Mexico and Brazil.
  • Represented BNP Paribas Sydney Branch in the Mexican component of a US$50 Million Trade Financing Facility to Moly-Cop Group.
  • Represented Banco Nacional de Comercio, S.N.C. (Bancomext) in the structuring and negotiation of a US$101 Million financing of AT Engine México (a joint venture company between Mexican and German investors) for the development and equipment of an industrial facility for the production of components for aircraft turbines using LEAP (Leading Edge Aviation Propulsion) technology, in Sonora Mexico. The sole buyer of all production by the facility is GE Aviation.
  • Representing Sandvik Group in the Mexican component for a cash pooling structure to optimize the group's cash management operations.
  • Represented IG Markets Limited (IG) in the structuring of a CFDs (contracts for difference) program for Mexico.
  • Represented Osisko Gold Royalties Ltd. in the structuring and negotiation of a US$2Million financing extended to Minera Alamos Inc. to fund the ongoing permitting and development of mining concessions located in Durango, Mexico.
  • Represented Deutsche Bank and other institutional investors in the acquisition of credit portfolios originated by Mexican financial institutions.
  • Represented Export-Import Bank of the United States on the financing of Fuerza y Energía de Naco Nogales, S.A. de C.V. for the construction and operation (as an independent power producer) of a 339 MW gas-fired combined cycle electric generation plant in Agua Prieta, Sonora (Naco Nogales).
  • Advised Banamex USA in the closing of its Representative Office in Mexico.
  • Represented Navix de México, S.A. de C.V., SOFOM, E.N.R. in the funding of specialized lenders (for the granting of personal loans to employees of Mexican public entities and private sector) for an amount in excess of MX$1 Billion.
  • Advised Navix de Mexico, S.A. de C.V., SOFOM, E.N.R. in the granting of loans to various suppliers and other contractors, backed by Pemex and other public entities' receivables, as well as by consumer loans and equipment lease receivables.
  • Advised ExpoCredit in the Structuring and implementation of a Factoring Supply Chain for Pemex and CFE contractors, among others.
  • Represented HSBC, Bank of America, ExIm Bank of the United States, Business Development Bank of Canada (BDC), ED&F Man, Corporación Interamericana de Inversiones and other foreign and domestic financial entities in multiple financing structures to Mexican companies.


Private Equity:  José has represented private equity clients on aspects relating to the structuring and implementation of investments, and successfully exiting through strategic sales. Recent work highlights on the private equity sector include:

  • Advised Vertex Hotel DF, S.A.P.I. de C.V. (a wholly owned subsidiary of VERTEX Real Estate, S.A.P.I, de C.V., manager of a real estate CKD) in a joint venture with Rasa Land (hospitality and residential Mexican real estate private equity fund) to acquire the Four Seasons Hotel in Mexico City.
  • Advised LCA Capital (a real estate investment fund formed by Mexican investors) acquired a 50% (fifty per cent) stake in Self Storage Development, S.A.P.I. de C.V. (an owner, developer and manager of self-storage facilities in Mexico city under the "U-Storage" trademark).
  • Advised MIRA Companies and Fund (an institutional fund of private capital specialized in residential and residential-related assets in Mexico) and an affiliate of the Black Creek Group entered into a joint venture with a group of Mexican investors to develop a master-planned real estate project of approximately 4,055 for-sale dwelling units (single family homes and condominium units in towers) and land for retail use to be developed on approximately 78 hectares of land that was subject to ejido regime in the Municipality of Tlaquepaque, Jalisco. The transaction included among others:(i) the conversion of ejido land to private property; (ii) an irrevocable business trust (a) containing the specific business terms and conditions of the joint venture; and (b) acting as owner of the project; and (iii) a management and development agreement between the Trust and the Mexican Investors as developers of the project.
  • Advised Axis Asset Management (Axis) and a group of private investors including a CKD (managed by Axis) on the structuring and implementation of a controlling investment in Organización Sahuayo (one of Mexico's leading wholesale and retail distributors of groceries) intended to bail-out Organización Sahuayo from bankruptcy and to make the company profitable through a new management team, new services and industry know-how. As consideration for the investment, Axis and the other investors obtained an 82% controlling interest in Organización Sahuayo and all group subsidiaries.
  • Represented Integradora de Servicios Petroleros Oro Negro, S.A.P.I. de C.V. (a company sponsored by a CKD managed by Axis Asset Management) in the structuring of several joint ventures with multinational companies dedicated to the exploration and exploitation of oil and gas, in order to render such services to Pemex.
  • Represented FibraHotel (a Mexican REIT), in acquisition of multiple locations for the development of new hotels for its portfolio.
  • Advised a group of Mexican investors and Eton Park, in the structuring and implementation of a joint venture in connection with the creation and funding of SOFOM (a non-regulated financial entity) dedicated to the granting of asset-backed financings in Mexico.

     

Energy: Advised foreign and domestic clients on energy matters, including but not limited to: power generation deals, negotiation of power purchase agreements, service agreements and the corresponding bidding processes with PEMEX for a wide range oil & gas related services including upstream and downstream activities. Recent work highlights on energy matters include:

  • Advised MX Oil PLC in (i) structuring the joint venture with Mexican operator GEO Estratos, S.A. de C.V.; and (ii) the joint participation of MX Oil PLC and GEO Estratos, S.A. de C.V. (as a consortium) in the third bidding process (onshore) of Round 1, including with respect to due diligence work, bid registration, prequalification and preparation of proposals; MX Oil PLC and Geo Estratos, S.A. de C.V. were awarded four producing blocks in the third public bidding process (onshore-mature fields) of Mexico's Round 1.
  • Represented Trafigura Beheer B.V. in a joint venture with Gasoductos Mexicanos, S.A. de C.V., and certain Mexican individuals from the gas industry in Mexico to build and operate (i) a 280.25 KM pipeline from Tuxpan, Veracruz, Mexico to Tula, Hidalgo, Mexico for the transportation of gasoline and/or diesel, and (ii) a storage facility that will store imported petroleum derivatives.
  • Represented bidders of Rounds 1 and 2.
  • Represented Integradora de Servicios Petroleros Oro Negro, S.A.P.I. de C.V. in the structuring of several joint ventures with multinational companies dedicated to the exploration and exploitation of oil and gas, in order to render such services to Pemex.
  • Represented some of PEMEX's main service providers in their day to day operations and in bidding processes, like Oro Negro (offshore platform leases), Honeywell (emergency systems, platform services, maintenance services, plant reconfiguration), ENSCO (offshore platform leases), COTEMAR (platform services, maintenance services), among others.
  • Represented one of Mexico's first suppliers of qualified power services in their initial structuring process and power purchase transactions.
  • Represented Helios Americas in the Structuring and implementation of a 30MW solar photovoltaic power system (Solar Park) to be owned and operated by Helios Americas. Most of the power output is intended to be sold to the a local Mexican Government to power the public school system, public hospitals and the infrastructure owned by the local Ministries of Education, Health and Security Agency.
  • Represented Pemex oilfield service providers in connection with contract termination procedures with Pemex
  • Best Lawyers in Mexico, Corporate and M&A Law, Best Lawyers, 2018, 2019
  • Next generation lawyer, Corporate and M&A, Legal 500 Mexico, 2017, 2018
  • Chambers Latin America, described as "as a specialist in Mexican law with the client in mind." Ranked for Corporate and M&A, Chambers & Partners, 2018
  • Member of the AIPN (Association of International Petroleum Negotiators)
  • Class Vice-President 1998 (ITAM School of Law)
  • Member of the ANADE (Mexico's association for corporate counsel)
  • English
  • Spanish