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.