Client or Matter Name

  • Elecnor, S.A.
    Enagás Internacional, S.L., Sociedad Unipersonal

Deal Description

We acted as counsel to Elecnor, S.A. and Enagás Internacional, S.L., Sociedad Unipersonal in the drafting, negotiation and execution of a share purchase agreement, as well as the conclusion and implementation of the closing acts required for the sale of its Mexican subsidiaries, Gasoducto de Morelos and Morelos O&M, to MIP V International, a wholly owned subsidiary of Macquarie Infrastructure Partners.

Gasoducto de Morelos owns a 172-kilometer gas pipeline, which is divided into two sections located in the states of Morelos, Puebla and Tlaxcala, México.

Innovation & Additional Comments

This transaction was very complicated since it involved the satisfaction of several conditions precedent for the effective closing of the transaction, for more than a year and a half, considering the regulatory, economic and operational aspects of the pipeline owned by Gasoducto de Morelos.

Jurisdiction

  • Mexico, with respect to the main documents of the transaction
    USA, for certain documents related to the transaction

Governing Law

  • Mexico, with respect to the main documents of the transaction
    USA, for certain documents related to the transaction

Deal Value

  • Approximately USD$173,000,000.00

Deal Duration, Date of Closing / Signing

  • Execution date on December 17, 2021.
  • Closing date on April 24, 2023.

Practice Area

  • M&A

Team GC

  • Hernando Becerra de Cima, Partner
  • Oscar Moreno Silva, Partner
  • Cristina Massa Sanchez, Partner
  • Jorge Moreno Balcazar, Associate
  • Daniel Gonzalez Contreras, Associate
  • Fernando Blanco Gonzalez, Associate
  • José Alfonso Fernandez Casares, Associate

Other firms involved

  • Vinson & Elkins LLP, as principal and external counsel of Macquarie Infrastructure Partners.
  • Cuatrecasas México, as local counsel of Macquarie Infrastructure Partners in Mexico.
  • Baker McKenzie, as local counsel for Elecnor, S.A. and Enagás Internacional, S.L., Sociedad Unipersonal in USA with respect to certain documents governed by NY law.
  • Seyfarth Shaw, as local counsel for Elecnor, S.A. and Enagás Internacional, S.L., Sociedad Unipersonal in USA with respect to certain documents governed by NY law.
  • Ritch Mueller as local counsel in tax matters of Elecnor, S.A. and Enagás Internacional, S.L., Sociedad Unipersonal.
  • Galicia Abogados as local counsel in tax matters of Macquarie Infrastructure Partners.
  • Ritch Mueller as local counsel of certain lenders involved in the satisfaction of certain conditions precedent in finance matters.