Chadbourne Steers Global Equity Offering for Mexican Infrastructure Company
October 11, 2012
Chadbourne & Parke LLP represented the issuer and a group of selling shareholders in a $285 million global offering of ordinary shares of Promotora y Operadora de Infraestructura, S.A.B. de C.V. ("Pinfra"), one of Mexico's largest owners and operators of concessions of infrastructure projects. The transaction closed on October 10.
The offering involved a registered public offering in Mexico and a concurrent international offering of ordinary shares in the United States in reliance on Rule 144A and in other jurisdictions outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933. The initial purchasers for the international portion of the offering were Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC. The selling shareholder group included some of the members of the controlling shareholder group as well as various funds managed by Corporativo GBM, S.A.B. de C.V., a major Mexican financial group.
Chadbourne also represented Pinfra in connection with its filings with the U.S. Securities and Exchange Commission ("SEC") in order to terminate its reporting obligations under the U.S. Securities Exchange Act of 1934 (the "Exchange Act"). The company filed a comprehensive annual report on Form 20-F with the SEC as well as a Form 15F under the SEC's new rules allowing foreign private issuers to terminate their reporting obligations under the Exchange Act.
The Chadbourne team was led by partner Marc Rossell with the support of partner Sey-Hyo Lee and associates Tae Sang Yoo and Coleman Miller and visiting attorney Yoab Bitran in New York as well as Mariana Romero in Mexico City. Partner Ted Markson provided tax advice in connection with the offering.
"Chadbourne is pleased to have guided Pinfra and the selling shareholders through this major global equity offering" said Mr. Rossell. "The deal presented a number of significant challenges but closed successfully after an enormous effort by all parties and counsel."