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PEMEX reforms Procurement Policies. February 11, 2010 On January 7th, 2010 Petroleos Mexicanos (“PEMEX”), the Mexican state-owned oil company, enacted reforms to its internal governance structure and contracting and procurement policies. The reforms align PEMEX more closely with industry standards, and may generate access for interested investors. This overhaul is intended to modify the company’s contract and procurement guidelines for its core activities, and encompasses the entire process- from internal planning to final execution.
We invite your inquiries or commentary regarding this matter, and will work diligently to respond as our areas of expertise allow. Please direct your submissions to:
SOLCARGO advises Nortel Networks in the sale of its global Enterprise Solutions business in Mexico. February 3, 2010 In conjunction with a global asset purchase agreement signed between Nortel Networks Corporation and Avaya, Inc., Nortel’s and Avaya’s Mexican subsidiaries completed a local asset transfer agreement, together with the execution of other ancillary agreements, in discharge of the requirements under the Mexican portion of the USD $900 million worldwide sale with an additional USD $15 million guaranteed for an employee retention pool. Nortel began the auction in the summer of 2009, and the deal to sell its global Enterprise Solutions business was finalized on December 18th, 2009, at a price nearly double Ayava’s original bid. The deal consummates yet another essential portion of Nortel’s restructuring initiative, and according to a statement by Pavi Binning, Chief Restructuring Officer, in a recent company press release, “The sale of our Enterprise Solutions business to Avaya enables customers to continue to benefit from Nortel-created technology, know-how and leading-edge innovation while also benefiting from the complementary capabilities offered by Avaya's portfolio of products and services. It also provides a path forward for more than 6,000 skilled employees who will now take their expertise to Avaya.” Acting as Nortel’s Mexican general counsel, Solórzano, Carvajal, González y Pérez-Correa, S.C. assisted in executing the Mexican portion of the transaction, and worked in cooperation with Nortel’s global legal team to advise on cross-border issues. The firm’s team was led by Corporate & Finance partner Luis Fernando González Nieves, and anchored by Lucía Guerra Juárez and Fernando Eraña Arce, with additional legal assistance provided by Mónica Oehler Toca and Ximena Armengol Silenzi.
SOLCARGO acts as Mexican counsel to OpenGate Capital in its acquisition of Gabriel Ride Control. November 26, 2009 In an opportunistic investment, OpenGate Capital (“OpenGate”) a private equity firm with headquarters in Los Angeles, California, acquired Gabriel Ride Control (“Gabriel”), a subsidiary of Arvin Meritor, Inc. Gabriel is a multinational manufacturer of shock absorbers and strut assemblies for light trucks and passenger cars. ArvinMeritor is a Fortune 500 company and trades at the NYSE under ticker symbol ARM. This acquisition comes as part of Arvin Meritor’s divesture from its light vehicle Chassis Systems product channel. SOLCARGO provided legal assistance in OpenGate’s take-over of Gabriel’s Mexican operations through Ride Control Mexicana, S. de R.L. de C.V. (earlier this summer, OpenGate purchased the North American division of Gabriel) in a deal that involved corporate, labor and customs matters. The Mexican legal team for this transaction included Luis Fernando González and Fernando Eraña. Additional advice on customs and labor matters was provided by our allied firm Sánchez DeVanny Eseverri, S.C.
November 26, 2009 Bamboo Finance (“Bamboo”) completed a private equity investment in FINAE, S.A.P.I. de C.V., SOFOM, E.N.R. (“FINAE”), a Mexican non-bank bank institution that finances student loans, focusing on individuals with a credit-risk of Level-D. The investment will enable these individuals to afford private, higher education at some of Mexico’s top tier private universities and help FINAE extend the company’s reach to students from even lower-income families. Bamboo’s contribution will strengthen FINAE’s cash liquidity, as well as bring its substantial network, administrative capabilities, and financial skills to FINAE’s program. Such expertise will directly translate to a more robust lending operation, and enable FINAE to reach students with previously limited access to credit facilities. The Bamboo staff will streamline the student loan process and serve to increase the number of children covered by this program. Education comprises the backbone of developing country economic growth, with the successful completion of the Bamboo investment, the Mexican education market will benefit from increased enrollment and broader access to potential students. Recent studies show that less than 15.4% of the Mexican workforce has any form of tertiary education. With this investment, Bamboo hopes to see both significant financial returns and an increase in matriculation at Mexico’s finest higher education institutions. SOLCARGO is proud to participate in strategies that stand at the forefront of entrepreneurship. The deal is both groundbreaking and motivating, it shows that through perseverance, capital and social interests can coincide, and create a healthy, profound change in society. Bamboo Finance, a venture capital fund, invests in commercially viable companies that deliver essential goods and services which directly benefit low income communities by providing access to affordable housing, healthcare, education, energy, livelihood opportunities, water, sanitation and the like. Bamboo is global in its scope and uses both debt and equity instruments to support the growth of its diversified portfolio. Bamboo is blazing the path of private investment in vehicles with substantial socioeconomic impact and financial viability. Bamboo’s legal team for this transaction was led by partner Luis Fernando González and implemented by Fernando Eraña and Daniel Stevenson from our Firm’s Finance and Corporate Practice Group.
November 18, 2009 In a collaboration between Angel Ventures México, S.C. and Club de Inversionistas de México, A.C. (Mexican Investors Club), the Academia de la Inversión will host a lecture by Luis González, entitled “Instrumentos Legales Aplicables en Trasacciones de Capital Privado: Un Enfoque hacia la inversion Ángel” (Legal Instruments applicable to Private Equity: An approach to the Investment Angel), to discuss the various legal corporate incorporation structures available to private equity entities and investors in Mexico. As various changes to the Mexican legislative legal framework have been enacted, this is an opportunity for investors and interested parties alike to better understand the devices, issues, and solutions to private equity investments in Mexico. SOLCARGO, and Luis González, would like to thank the Academia de la Inversión for this invitation and its interest in developing a better dialogue and understanding of this topic. Luis González has extensive experience in private equity in Mexico, and has authored several books and articles published in this area. The event will take place on November 30th, 2009 at 7 p.m. on the Universidad Anáhuac del Norte. 
Documentaries of Gustavo Carvajal on national television. October 14, 2009 Gustavo Carvajal, partner in charge of the environmental practice of the firm, has filmed a series of documentaries which will be aired on national television (Canal 22) on the following dates:
SOLCARGO and 3 of its partners ranked in Chambers Latin America. October 13, 2009 Solórzano, Carvajal, Gonzaléz and Pérez-Correa (SOLCARGO) was recently honored in the latest edition of Chambers Latin America, an annual guide put out by Chambers and Partners that ranks the top firms and lawyers in the region. The firm and 3 of the partners were recognized as among the best in Mexico. The Real Estate team and its leader partner Luís Fernando González Nieves were awarded high marks. The guide cites SOLCARGO’s lawyers to be “amicable, sophisticated and reasonable, offering quick responses and international standards.” SOLCARGO’s clients benefit from partner Gustavo Carvajal Isunza’s expertise in environmental law and his strong record in litigation. Regarding Bankruptcy and Restructuring Law, Fernando Pérez-Correa SOLCARGO’s partner in this mater was praised for his work by the highly-regarded guide. Rankings: Solorzano, Carvajal, Gonzalez and Perez-Correa
SOLCARGO partner, Eduardo de la Parra, wins International Intellectual Property Award. September 7, 2009 Eduardo de la Parra Trujillo, partner of our firm, won the International Intellectual Property Award “Dr. Ernesto Aracama Zorraquín 2009” granted by the Association of Intellectual Property Rights of Argentina (ASDIN). De la Parra won the first prize in the international section of the award for his article “The Constitutional Dimension of Copyright”.
SOLCARGO wins landmark defamation case against the PROFECO. September 7, 2009 SOLCARGO represented Servicio Coyoacán in a moral damages claim for defamation against the Consumer Protection Federal Office (PROFECO). In its website, the PROFECO falsely stated that Servicio Coyoacán cheated their customers by delivering less gas than the amount purchased. A Federal Court considered that such false statement affected the gas station’s reputation and ordered the federal agency to publish the court’s resolution in the Reforma newspaper, in the PROFECO website and in the Consumer Review. This is the first time that a court condemned the PROFECO in a moral damages claim.
August 6, 2009 
August 4, 2009 In June 2009, Clear Channel Outdoors entered into an international public tender sponsored by the Government of the Federal District to “implement a public bicycle system for Mexico City”. The contract was awarded to the entrant to operate and give maintenance to the system, including the physical assets that would be required. On August 3rd 2009, the Government of the Federal District awarded the contract to Clear Channel Outdoors, who will implement and operate the public bicycle transit program, for their expertise and experience in other similar programs around the world. The Government of the Federal District will acquire 1,114 bicycles to be distributed from 84 cyclestations located in Roma Norte, Juárez, Cuauhtémoc and Hipódromo. Clear Channel Outdoors is the operator of SmartBike, an international public transit program, with over 244 million users worldwide. They are currently located in Barcelona, Zaragoza, Milán, Oslo, Estocolmo, Washington, as well as another seven cities around the globe. Of these cities, Barcelona is the largest program, with around 2 million bicycles, next is Milán with 1.2 million bicycles, and now, in third, Mexico City, with 1.141 million bicycles.
SOLCARGO advises in the acquisition of popular soccer club. January 30, 2009 On December 2008, a group of Mexican investors completed the acquisition of Club León, one of Mexico's most traditional soccer clubs . Attorneys Luis Fernando González and Fernando Eraña, from the firm's Finance & Corporate Practice, and Juan Alberto Rivera, from the Intellectual Property Practice, participated in the negotiations as external counsel to the Purchasers, advising on various corporate and intellectual property issues, including meeting requirements with the Federación Mexicana de Fútbol Asociación, A.C., Mexico’s highest football authority, for the successful transfer of the Club León franchise. Ricardo León, from our sister firm Sánchez DeVanny, provided tax counsel and IXE Casa de Bolsa acted as negotiator and financial advisor. The terms and amount of the transaction were not disclosed. Club Leon, also known as "Panzas Verdes" (Green Bellies) and "Esmeraldas" (Emeralds), is based in the city of León, Guanajuato, and although at the time of the transaction played in Mexico's Primera División "A" (second division), it has been a champion in Mexico's first division and has played at the semifinals of the CONCACAF Champions' Cup.
SOLCARGO advises Creazione Estilo in its acquisition by Cash America. January 22, 2009 On December 16th, 2008, Cash America International Inc, through a wholly owned subsidiary, Cash America of Mexico, Inc., acquired 80% of the capital stock of Creazione Estilo, company owner of Prenda Fácil, regarded to be the second largest privately owned chain of pawn locations in Mexico. Cash America is a provider of specialty financial services to individuals in the United States with 926 total locations as of September 2008. Cash America is the largest provider of secured non-recourse loans to individuals, commonly referred to as pawn loans, through 502 locations in 22 states. Cash America as of December 2008, began to operate in the Mexican pawn shop business jointly with the current team of Prenda Fácil.
Amendments that eliminate the “plant requirement”, for the drugs import into Mexico. October 23, 2008 On August the 5th., 2008, modifications to the Regulations on Health Inputs “RIS” (Reglamento de Insumos para la Salud) were approved and published in the Federation Official Daily Gazette, including modifications to article 168 which established that in order to become a holder of a sanitary registry of a drug, the applicant must have had a drug or human consumption biological products plant or a laboratory sanitary license and to be granted such license, it was necessary to have a manufacturing plant located in the national territory. In other words, in Mexico, in order to be a holder of a sanitary registry (permit issued for the commercialization of a drug), the applicant must have obtained a manufacturer or a drug laboratory sanitary license, which meant having manufacturing premises in the country. This condition was known as the “plant requirement”. Nonetheless, with the mentioned amendments, the foreign manufacturers, may obtain the sanitary register by proving they have a license, certificate, or document as evidence that the company has been granted a permit to manufacture drugs, issued by an authority with jurisdiction in the country of origin and having as well, an agent with domicile in Mexico, without the requisite of a drug plant or laboratory in national territory. The elimination of the “plant requirement” will allow the import of drugs into the Country manufactured by laboratories with no establishment in Mexico. However, these amendments shall become effective according to the following:
Consequently, in spite of the fact that the “plant requirement” has been eliminated, the implementation of the amendments shall be made progressively; thus, today is still mandatory for certain drugs until the amendments come into force according to the listed above.
Opening of our office in Playa del Carmen, Quintana Roo SOLCARGO is pleased to announce clients and friends the opening of our office in Playa del Carmen, Quintana Roo for September of 2008. This decision was taken thanks to our increasing presence in Merida, Cancun and the Riviera Maya, and with the purpose of permanently establishing ourselves in the region, as successfully done in Baja since 2004. Our southeast office will serve all our practice areas as well as those areas offered jointly with Sanchez-DeVanny Eseverri, S. C. our allied firm. We would like to take this opportunity to thank our clients and friends for the trust you have placed in us since 1995. SCGPC counsels IGNIA in completion of US$20.6m Funding Round IGNIA Fund I LP, Latin America's first social venture fund, has announced the first close of US$20.6m of capital commitments. The fund seeks to identify, develop and scale-up for-profit, high growth entrepreneurial businesses in sectors with the highest potential to positively impact the lives of low-income people. Industries of focus include health care, education, housing, nutrition and basic utilities such as; water, energy, and sewage. The Fund expects to raise between $50 million to $75 million (half of which will be invested in Mexico and the rest in other Latin American countries) and will invest between US$2m to $10m over the life of a portfolio company. The first close was anchored by Omidyar Network, a philanthropic investment firm founded by Pierre Omidyar, founder of eBay Inc., with a $10m commitment. Other investors included institutions from the United States and Switzerland and private individuals from the United States and Latin America. “This is a unique group of investors because of their commitment to pioneer solutions to poverty through high growth, profitable and scalable businesses that simultaneously generate wealth for the poor and provide attractive returns to its investors,” commented Alvaro Rodriguez Arregui, IGNIA co-founder and managing partner. "We are thrilled that this will also mean actively collaborating with Omidyar Network, and we are delighted that they have deemed this initiative important to their mission.” IGNIA’s legal team for this transaction was led by Luis Fernando González and Fernando Eraña, from Solorzano, Carvajal, Gonzalez y Perez-Correa, S.C., (SCGPC) in Mexico City. Additional legal advice was provided by Ricardo León, from Sánchez DeVanny Eseverri, S.C. (SdeV) in Monterrey and Fred Enns, from Borden Ladner Gervais LLP (BLG) in Montreal. Trace International (www.traceinternational.org), organized a conference on Bribery. The event took place on July the 2nd in Mexico City’s W Hotel and counted with the participation of Gustavo Carvajal Isunza from Solorzano, Carvajal, González y Pérez-Correa, S.C., who exposed the Legal Framework on Bribery in Mexico
SOLCARGO counsels Road9 in private equity transaction done by The NAFTA Fund of Mexico, LP The Yale Group, Inc., a leading advisor for private placements and mergers and acquisitions, has announced a $4.75 million equity investment in Road 9, Inc. led by The NAFTA Fund of Mexico, LP. “SOLCARGO really performed for us. Their expertise, dedication and thoroughness helped make this deal happen,” said Jim King, CEO of Road 9. “Internet and cable access to English programming is what people want when they travel to Mexico. Road 9 delivers that and a superior bundle of services to make the vacationer feel right at home … or remain in touch with it,” said Rob Gettinger, Senior Investment Banker at The Yale Group
SCGPC and SDVE named top firms by Expansion, Chambers Solórzano, Carvajal, González & Pérez-Correa (SCGPC) has been named one of Mexico’s top eight litigation firms by the leading Mexican business magazine, Expansion. In a special section honoring “The Best Lawyers in Mexico,” SCGPC is ranked as one of the top sources for litigation representation in the nation. SCGPC’s new alliance partner Sánchez-DeVanny Eseverri (SDVE) has also been recognized as one of Mexico’s best corporate/mergers and acquisitions firms, with partners Gerardo Prado Hernández and Ernesto Silvas Medina named to the list of top individual attorneys in the field. In addition, SDVE partner Ricardo León Santacruz was selected as one of Mexico’s top tax attorneys. The rankings were compiled by Chambers & Partners, publishers of Chambers Guides and an independent legal rankings firm.
SCGPC retained by Banobras for sale of Arrendadora Banobras Banco Nacional de Obras y
Servicios Publicos, SNC will carry out a sale of stock representative of
100% (one hundred per cent) of the dully subscribed and paid for Capital
Stock of Arrendadora Banobras, S.A. de C.V., by means of a bidding process,
for which it has hired Grupo Serficor, S.A. de C.V. as its financial agent
and Solorzano, Carvajal, Gonzalez y Perez-Correa, S.C. as its legal
consultant.
SCPGC supports launch of new low-income fund. Michael Chu, co-founder of Pegasus Capital, a South American private equity firm, and Alváro Rodríguez Arreguí, former CFO of Mexican glass manufacturer Vitro, have teamed up to launch Ignia, a new venture capital firm targeting the underserved needs of low income populations. The fund seeks to generate social impact while creating attractive financial returns for its investors. SCPGC played a key role in resolving cross-border fund formation legal issues, and will serve as the fund’s general counsel. Ignia, which is based in Monterrey, will concentrate its first phase of operations in Mexico before expanding into other Latin American markets. Ignia's investors are both local and global private and institutional parties interested in the opportunities at the “base of the pyramid,” a rapid growth segment in many emerging markets. Rodriguez and Chu have both played major roles within Accion International, a global pioneer in microfinance.
SCGPC enters into an associate swap with O'Melveny & Myers Solórzano, Carvajal, González y Pérez-Correa, S.C. has entered into a an associate swap program with O'Melveny & Myers LLP, in which the firms will swap attorneys during the summer in their respective Mexico City and Los Angeles offices. As reported by The Recorder and the New York Lawyer, firm leaders have described this program as an effort to raise their firms' profile and strengthen their relationships with contacts abroad. Founded in 1885, O'Melveny & Myers ranks as one of the world's leading law firms, with offices in the United States, Europe and Asia.
Strategic alliance SCGPC's & Sanchez-DeVanny Eseverri
We are pleased to announce that effective August 1st, 2007 our firms have become associated for the purpose of providing broader, better and more efficient services to our clients. In addition, and as a result of such combination, we have expanded our combined territorial office network to Mexico City, Monterrey and Los Cabos, which are the core jurisdictions of our country’s financial, industrial and hospitality industries.
http://www.solcargo.com.mx/englishfiles/announcement.htm We look forward to continue assisting you in the future and to expand our professional relationship based on our enhanced capabilities. Best regards,
SCGPC represented OPIC in two cross-border transactions. Overseas Private Investment Corporation (“OPIC”) closed in October and November two cross-border loans to be invested in Mexico for a global amount of approximately U.S. $12,000,000. These transactions involved Mexican and U.S. investors whose collateral (both real estate and personal property) are located in Mexico. OPIC is a governmental agency of the United States of America that promotes U.S. business investment overseas, fosters economic development in new and emerging markets, complements the private sector in managing risks associated with foreign direct investment, and supports U.S. foreign policy.
Luis Fernando Gonzalez Nieves from SCGPC has been nominated to appear in the Guide to the World's Leading Private Equity Lawyers published by International Finance Law Review. Solorzano, Carvajal, Gonzalez and Perez Correa is proud to announce that Luis Fernando Gonzalez Nieves, Partner and Head of its Corporate and Finance group, was nominated to appear in this publication as one of the pre-eminent practitioners in this field from Mexico. This is the first time a mexican lawyer has been nominated to appear in this guide.
SCGPC represented Bebidas Purificadas, S.A. de C.V. in a transaction with PBG México. On June 27, The Pepsi Bottling Group of México acquired Bebidas Purificadas, S.A. de C.V., a company based in the North East of México that owns 27 bottling plants and 22 distribution centers. SCGPC acted as the former owner of Bebidas Purificadas S.A. de C.V., during the full transaction. Legal council to the acquisition price was not disclosed by the parties. The transaction was mentioned in different journals, including the Wall Street Journal.
SCGPC named one of Mexico’s Top Banking and Capital Markets Firms by International Finance Law Review. Solórzano, Carvajal, González y Pérez-Correa was named in the International Financial Law Review’s 2006 ranking of Mexico’s premier Banking and Capital Markets firms. SCGPC was the youngest law firm to appear on the list. Special mention was made of the Firm’s handling of a US $13 million asset-based financing for Wells Fargo and the US $10 million worth of cross-border financing structures for Rabo Bank.
SCGPC wins landmark case against the Electoral Institute of the Federal District (“IEDF”). When the IEDF revoked Geraldine Novelo’s appointment as Executive Director of Electoral Qualification of the Electoral Institute of the Federal District, in violation of her constitutional right to a hearing, the lawyers of SCGPC initiated Amparo (“shelter”) proceedings against the IEDF. The final resolution of the Administrative Federal Tribunal granted Geraldine the shelter and protection of the Federal Justice system, stating that the Electoral Tribunal of the Federal District (“TEDF”) lacked the legal authority to perform the procedure that revoked her position in the IEDF, and that the Electoral Code of the Federal District violated her right to a hearing. Geraldine was reinstated by the IEDF to her position and awarded full back-pay and other employment benefits she was denied while illegally deprived of her position. Article published in Reforma on March 20 (Spanish) Article published in La Jornada on March 9 (Spanish) Article published in La Jornada on February 13 (Spanish)
Solorzano, Carvajal, Gonzalez and Perez Correa opens new practice Solorzano, Carvajal, Gonzalez and Perez Correa has expanded its practice and now offers consulting, assistance, and representation in bankruptcy proceedings. Fernando Perez Correa, Partner and Head of the Litigation and Dispute Resolution area, was named Specialist Mediator and Trustee by the Mexican Institute of Bankruptcy (IFECOM).
Fernando Perez Correa, a founding partner of SCGPC, announced as a member of the executive committee of the Chartered Institute of Arbitrators Solorzano, Carvajal, Gonzalez and Perez Correa is proud to announce that Fernando Perez Correa, Partner and Head of the Litigation and Dispute Resolution practice, was named member of the executive committee of the Chartered Institute of Arbitrators, North America branch. Founded in 1915, the Chartered Institute of Arbitrators is one of the most experienced and prestigious institutes in providing training and qualification in Arbitration, Mediation and Adjucation.
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