Boris Otto

Partner

Practice Description

Boris Otto is the Managing Partner of the Mexico City office, advising Mexican and foreign companies and financial institutions on all matters related to corporate finance transactions.

Mr. Otto’s areas of expertise include structured finance transactions, such as domestic and cross–border securitizations involving asset-backed and future flows, securitizations of states and municipalities backed by federal contributions, as payroll taxes, toll-road and bridge fees and on the implementation of the reforms to the legislations in order to carry out such transactions.

Mr. Otto advises clients on initial and secondary public offerings of stocks, corporate bonds, sovereign and sub-sovereign bonds, derivatives and synthetic transactions. This includes exchange and interest rate swaps, synthetic securitizations, CDOs, credit default swaps and total return swaps.

His expertise includes local and cross-border structured bank financing backed by diverse assets such as hotels, real estate developments, shopping malls, office buildings, and hospitals. Mr. Otto’s practice includes the acquisition, sale and financing of infrastructure projects.

He also advises clients on all aspects of corporate organizations, mergers, acquisitions and privatizations, as well as debt restructuring for private companies. Furthermore, Mr. Otto has advised a broad array of clients in structuring, negotiating and implementing investment funds and private equity deals. His experience includes representing public and private funds, and fund of funds, among others.

In addition, he is experienced in coordinating commercial litigation and arbitration proceedings, and has acted as an arbitrator in forums established under Chapter XIX of the North American Free Trade Agreement.

Representative Matters

• Currently advising Dexia Mexico in the USD $40 million construction of the City Hall Building in Monterrey, Nuevo León.
• Currently advising Dexia Mexico in the USD $50 million construction of 4 bridges in the State of Aguascalientes.
• Currently advising Dexia Mexico in the USD $30 million construction of the City Hall Building in Aguascalientes, Aguascalientes.
• Currently advising IXE Bank (Mexican Bank) in the USD $100 million financing for the State of Zacatecas."
• Currently advising IXE Bank (Mexican Bank) in the USD $500 million construction financing of 3 vacation developments in Mexico.
• Currently advising Goldman Sachs in the USD $60 million construction financing of Desarrollo Tres Marías.
• Advised XL Capital Assurance in the granting of an insurance wrap of the securitization of the future revenues from the Matehuala By-pass Toll Road.
• Advised the Government of the State of Nuevo León on the design and implementation of a major infrastructure project regarding a commercial corridor in the city of Monterrey known as the River Walk.
• Advised bidders in 3 separate packages involving the privatization of Mexico's airports (Grupo Aeroportuario del Sureste, Grupo Aeroportuario del Pacífico and Grupo Aeroportuario Centro Norte). In the case of Grupo Aeroportuario del Pacífico, lawyers in our firm acted as counsel to the successful bidders, who formed the company called Aeropuertos Mexicanos del Pacífico, S.A. de C.V., a strategic partner of the group.
• Advised Goldman Sachs in the USD $150 million construction financing of Bosque Real.
• Advised Dexia Mexico in the USD $30 billion refinancing of the debt of the State of Mexico.
• Advised IXE Bank (Mexican bank) in the first real estate leverage leasing programs of manufacturing equipment for Mexican subsidiaries of US companies.
•  Advised Morgan Stanley in the establishment of its warehouse facility for residential mortgage loans in Mexico.
• Advised Morgan Stanley in the establishment of its warehouse facility for residential mortgage loans in Mexico.
• Advised Sociedad Hipotecaria Federal, S.N.C., on practically all aspects of mortgage loan and financial guaranty securitizations created by SHF.
• Advised Vive Capital Vivienda 1, LP a Canadian fund focused on real estate projects in Mexico.
• Advised Deka Immobilien Investment a German real estate private equity fund in its participation in a Mexican real estate developer and in its real estate acquisitions in Mexico.
• Advised Aareal Bank AG in a cross-border refinancing related to a five-star hotel on the Mayan Riviera in the amount of USD $91 million.
• Advised Bank of Tokyo-Mitsubishi (México), S.A., Institución de Banca Múltiple Filial and Water Capital Services, S.A. de C.V. in implementing a financing program for a Mexican leasing company (leveraged lease financing) to purchase machinery and equipment, as well as in structuring a USD $20 million Guaranty Trust covering the rights on the leases, machinery and equipment.
• Advised GMAC in creating a structure whereby US citizens may acquire retirement or vacation homes in restricted zones, in México, through financing from a foreign entity, having a Guaranty Trust over such property.
• Advised Metrofinanciera, S.A. de C.V., S.F.O.L., in the cross-border securitization of bridge credits in two separate issuances: the first amounting to USD $150 million - backed by financial guaranty insurance issued by Ambac, and the second totaling USD $75 million, without such insurance. This transaction was awarded the 2005 "Latin America Deal of the Year" by the Asset Securitization Report.
• Advises Fitch México, S.A. de C.V., on rating securitizations by companies and states.
• Advised Sherman Financial Group in the creation of a structured financing for Consupago, S.A. de C.V., which was backed by consumption credits in favor of the company in the amount of USD $65 million.
• Advised Grupo GICSA, S.A. de C.V., on the issuance of Securities Certificates (Certificados Bursátiles) placed on the Mexican Stock Exchange.
• Advised Crédito Inmobiliario, S.A. de C.V., S.F.O.L., on the extension of its program to issue stock certificates and their placement on the Mexican Stock Exchange.
• Advises Moody's México, S.A. de C.V., on rating securitizations by companies and states.
• Advised Aeropuertos Mexicanos del Pacífico, S.A. de C.V., on a global initial public offering (considered the largest equity offering in Mexico since Telmex' privatization in 1990), in the amount of USD $1 billion.
• Advised the government of the State of Mexico on the restructuring of its liabilities to the commercial and development banking system, in the estimated amount of MXN$30 billion.
• Advised Protexa, S.A. de C.V., on the issuance of Commercial Eurobonds under Rule 144-A and Regulation "S" of the Securities Act, in the amount of USD $20 million; this transaction included the structuring of an Administration and Payment Trust.
• Advised Banco Mercantil del Norte, S.A., Institución de Banca Múltiple, as placement broker, on the securitization of the Monterrey - Cadereyta highway toll-road fees. This transaction was awarded the "Infrastructure Operation of the Year" 2004 by Project Financial International.
• Advised the State of Veracruz on the securitization of Payroll Taxes, in an amount of up to MXN$450 million.
• Advised the State of Mexico on the securitization of Payroll Taxes, in an amount of up to MXN$2 billion. This transaction was the first of its kind and has been used as a standard in the market.
• Advised the State of Chiapas on the securitization of payroll taxes in an amount of up to MXN$5 billion.
• Represented The Bank of New York, Inc., in the restructuring of global notes issued by a Mexican company in the amount of USD $200 million.
• Represented XL Capital Assurance in the creation of a total financial guarantee of the securitization of tolls of the Libramiento de Matehuala (Matehuala Highway) in the amount of USD $550 million.

Honors

Mr. Otto has been listed as one of the leading structured finance lawyers in International Financial Law Review's 2007 "Guide to the Leading Structured Finance and Securitization Lawyers."

He has also been listed in Madison's "Who’s Who 2007" as a Legal Expert and was named in 2004 as one of the "Thirty Most Promising People in their Thirties" by Expansion, a Mexican financial magazine.

Publications

Mr. Otto has published several articles on capital markets and securitization in Mexico, among other topics. His most recent articles are:

Speeches and Events