DiegoNoriega

Associate

Mexico City + 52.55.3000.4083

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Diego Noriega's practice focuses on transactions related to the development and financing of energy and infrastructure projects, general corporate law, joint ventures, and M&A. His experience also includes proceedings before the National Banking and Securities Commission and the Mexican Stock Exchange.

He has participated in representing public and private corporate borrowers, financial institutions, project sponsors, government entities, and investment funds in a range of sophisticated cross-border and domestic lending transactions.

Diego's recent transactions include advising Banco Sabadell in connection with a loan agreement for the amount of $175 million financing to a SPV (special purpose vehicle) of Parks Hospitality Holdings for the development of two hotels to be operated as "all-inclusive resorts" under the Conrad (349 keys) and Hilton (735 keys) brands near Tulum-Quintana-Roo, Mexico and Grupo Gigante in connection with a multi-phase refinancing of its more than MXN$10 billion peso banking debt, which included the banking debt of Grupo Gigante (parent company), and its principal subsidiaries, Grupo Restaurantero Gigante (formerly known as Grupo Toks), Office Depot de México, and Gigante Grupo Inmobiliario. For the last 10 years, Diego has represented several financial institutions in complex financial transactions, including the acquisition financing for Grupo Mexico to acquire Florida East Coast.

Additionally, Diego has represented companies in procurement processes and in the negotiation of agreements with government agencies and productive state companies (decentralized government entities), including among others, CFE (Comisión Federal de Electricidad), Pemex (Petróleos Mexicanos), and SCT (Ministry of Communications and Transport).

Experience

  • Grupo México acquires the real estate company, PlanigrupoJones Day advised Grupo Inmobiliario UPAS, S.A. de C.V., a subsidiary of México Proyectos y Desarrollos, S.A. de C.V., Grupo México, S.A.B. de C.V.'s Infrastructure Division ("Grupo México") in the due-diligence, negotiation and formalization of an agreement with certain Southern Cross Group's subsidiaries (controlling shareholders of Planigrupo LATAM, S.A.B. de C.V. ("Planigrupo")) for the acquisition of its stake in Planigrupo, for which Grupo México launched a public tender offer for up to 100% of the shares representing Planigrupo's capital stock, resulting in the acquisition by Grupo México of 95.47% of Planigrupo's outstanding capital stock for a total amount of 4.49 billion pesos (approximately $245 million).
  • Orange and Masmovil to combine in €18.6 billion mergerJones Day is advising Orange, S.A. ("Orange"), one of the world's leading telecommunications operators, on the combination of their telecom business in Spain with Masmovil, one of the leading telecommunications operators in Spain, for an enterprise value of €18.6 billion (€7.8 billion for Orange Spain and €10.9 billion for Masmovil).
  • Sonepar sells Vallen Distribution to Nautic PartnersJones Day represented the Sonepar Group – a Paris-headquartered global leader in B-to-B distribution of electrical products, solutions and related services – in the sale of Sonepar's subsidiary business, Vallen Distribution, to Nautic Partners, a middle-market private equity firm based in Rhode Island.
  • Ainda Energía & Infraestructura acquires minority stake in Jaguar Solar HoldingsJones Day advised Ainda Energía & Infraestructura, S.A.P.I. de C.V. in (a) the acquisition through Trust 2695 (Fideicomiso Irrevocable de Emisión de Certificados Bursátiles Fiduciarios de Desarrollo) and Trust 3436 (Fideicomiso Irrevocable de Administración) of up to 19.47% of the capital stock of Jaguar Solar Holdings, S.A. de C.V., holding company and owner of 99.99% of 6 SPVs owners of 6 photovoltaic projects with a combined generation capacity of up to 180MW; and (b) 2 purchase options to increase its participation in the capital stock of Jaguar Solar Holdings, S.A. de C.V.
  • Major news content producer obtains MXN$760 million financingJones Day represented a major news content producer in connection with the MXN$760 million loan agreement with Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México for: (i) the partial payment of the consideration under certain Assignment Agreement regarding certain contracts for programming, provision of services, personnel, and license of certain intellectual property rights, all of them related to the news business of one of the largest Mexican multimedia company; and (ii) general corporate purposes and working capital.
  • Bancomext provides financing to Optimum Turbine Manufacture, S.A.P.I. de C.V.Jones Day represented Banco Nacional de Comercio Exterior, S.N.C., I.B.D. (Bancomext) in the structuring, documentation, and implementation of a loan that will be granted to Optimum Turbine Manufacture, S.A.P.I. de C.V.: (i) for an amount of up to US$6.247 million or its equivalent in national currency, to finance the acquisition of machinery and equipment, in which Bancomext will participate with 53.3% of loan and Unifin Financiera, S.A.B. de C.V. will participate with 22% of the loan; and (ii) for an amount of up to US$1 million, or its equivalent in national currency, to support the borrower's working capital needs for production, import of supplies, inventories, and forward sales; as well as for the payment of liabilities with bank creditors, the payment of financial and pure leases, among other liabilities with various creditors.
  • Grupo Gigante refinances more than MXN$10 billion peso banking debt in multi-phase transactionJones Day represented Grupo Gigante in connection with a multi-phase refinancing of its more than MXN$10 billion peso banking debt, which included the banking debt of Grupo Gigante (parent company), and its principal subsidiaries, Grupo Restaurantero Gigante (formerly known as Grupo Toks), Office Depot de México, and Gigante Grupo Inmobiliario.
  • Banco Sabadell provides $175 million financing to Banco ActinverJones Day acted as counsel to Banco Sabadell, S.A., Institución de Banca Múltiple, as administrative agent, and other lenders party thereto in connection with a credit agreement for up to the aggregate principal amount of US$175 million provided to Banco Actinver, S.A., Institución de Banca Múltiple, Grupo Financiero Actinver, acting solely and exclusively as trustee under Trust number 2957 for the development of two hotels to be operated as “all inclusive resort” under the Live Aqua (349 keys) and Fiesta Americana (735 keys) brands near Tulum-Quintana-Roo, Mexico.
  • Banco Santander México and BBVA Bancomer grant sustainability linked revolving credit agreement for MXN$13.5 billion and US$410 million to Fibra UnoJones Day acted as special Mexican counsel to Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México, (administrative agent), BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer (sustainability agent), and other lenders, in connection with a sustainability linked revolving credit agreement for up to the aggregate principal amount of MXN$13.5 billion (US$700 million) and US$410 million granted to Banco Actinver, S.A., Institución de Banca Múltiple, Grupo Financiero Actinver, acting solely and exclusively as trustee under Trust number 1401 (Fibra Uno).
  • Prodemex completes US$306 million IPO of Fibra-E SharesJones Day advised Promotora y Desarrolladora Mexicana, S.A. de C.V. (Prodemex), as sponsor, in an initial public offering of an energy and infrastructure investment trust (Fibra-E) in the amount of US$306 million for the acquisition of 50 percent of equity interest in three subsidiaries of Prodemex (the "Projects"), which hold certain long-term service contracts in connection with two prisons located in Jalisco, Durango, and a toll road "Solidaridad Las Torres" located in Toluca, State of Mexico, respectively.
  • Proinfra obtains $165 million loan facility from BanorteJones Day represented Promotora y Desarrolladora Mexicana, S.A. de C.V., a Mexican engineering and construction company, in connection with a MXN$3.3 billion (US$165 million) loan facility for general corporate purposes and the acquisition of Trust Certificates (Certificados Bursátiles Fiduciarios).
  • Banco Santander provides US$250 million loan to GMéxico TransportesJones Day represented Banco Santander (México), S.A., Institución de Banca Múltiple, Grupo Financiero Santander México (“Santander”) in connection with a Loan Agreement for the amount of US$250 million, entered between Santander as lender and GMéxico Transportes, S.A. de C.V. ("GMexico Transportes"), as borrower and Ferrosur, S.A. de C.V., as joint obligor.
  • Total sells Atotech to The Carlyle Group for $3.2 billionJones Day advised Total in the $3.2 billion sale of specialty chemical affiliate Atotech B.V., a global manufacturer of high technology plating solutions, to The Carlyle Group.
  • INVEX Infraestructura acquires Trafigura Mexico Holding B.V.Jones Day advised INVEX Infraestructura 4, S.A.P.I. de C.V. in the acquisition of 100% of the issued and outstanding capital stock of Trafigura Mexico Holding B.V., which in turn owns 99.99% of the issued and outstanding capital stock of PPM Energy, S.A.P.I. de C.V.
  • INVEX Infraestructura 4 purchases port terminal in Tuxpan, VeracruzJones Day advised INVEX Infraestructura 4, S.A.P.I. de C.V. and one of the largest midstream service companies in Mexico in the purchase of the entire stock of Compañía Terminal de Tuxpan, S.A. de C.V. ("CTT"), holder of a Partial Assignment and Assumption Agreement (Contrato de Cesión Parcial de Derechos y Obligaciones) executed with the Administración Portuaria Integral de Tuxpan, S.A. de C.V. in connection to a port terminal at the Port of Tuxpan, Veracruz.
  • Spectra Energy wins bid to develop natural gas header and pipeline from Nueces County to Brownsville, TexasJones Day represented Spectra Energy Corp. regarding Mexican law issues in connection with the Nueces-Brownsville Project auctioned by Comisión Federal de Electricidad ("CFE"), the Mexican utility company.
  • Ennis sells its apparel division to Gildan Activewear for $110 millionJones Day advised Ennis, Inc. in its $110 million sale of Alstyle Apparel, LLC and its subsidiaries (including the Mexican subsidiaries), which constitute the Company’s apparel division, to Gildan Activewear Inc.
  • Bancomext provides financing to Negocios Renovables Inteligentes for financing of public works contractJones Day advised Banco Nacional de Comercio Exterior, S.N.C. in connection with its $178 million loan agreement provided to Negocios Renovables Inteligentes, S.A. de C.V. for the financing of a public works contract relating to loss reduction work with a total capacity of 309,493MVA of transformation and the construction of 870.17 Km-C line with a voltage of 23kV and removal, supply, and installation of 336,935 AMI meters.
  • JBIC provides financing to Banco Nacional de Comercio Exterior for financing of renewable energy-related projects in MexicoJones Day advised the Japan Bank for International Cooperation (JBIC) in connection with a $100 million loan facility provided to Banco Nacional de Comercio Exterior, S.N.C. (BANCOMEXT) to finance renewable energy and energy efficiency projects in Mexico under JBIC's GREEN operations.
  • Comercializadora Farmacéutica de Chiapas becomes lessee of 15 commercial spots used by Block Buster de México, S.A.Jones Day advised Comercializadora Farmacéutica de Chiapas in a group of transactions to become lessee of 15 commercial spots currently used by Block Buster de México, S.A.
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