Client or Matter Name

Tecnologías Rappi, S.A.P.I. de C.V. (doing business as “Rappi Mexico) - a leading global technology company with presence in over 100 cities in Latin America; and its financial arm, Tarjetas del Futuro, S.A.P.I. de C.V. - a company resulting from Rappi Mexico’s joint venture with Grupo Banorte and Mexico’s first fully digital integrated financial company.

Deal Description

Counsel to Rappi Mexico, and its financial arm, Tarjetas del Futuro, as borrower, in the MXN$1,000,000,000.00 first tranche of a large-scale financing (the “Additional Financing”) granted by Banorte, as lender – the second largest financial group in Mexico and the one with the largest business diversification in the market – to fund the credit card origination operations of Tarjetas del Futuro.

Innovation & Additional Comments

The deal was particularly challenging given that it involved the structuring and putting into place of two separate but related structures.

On the one hand, it was necessary to implement a master collection structure – together with a trust agreement and a management agreement – to serve as the mechanism through with Tarjetas del Futuro will collect its receivables and through which, as applicable, it will disperse them to its different financing sources.

On the other hand, the Additional Financing (as defined above) was also structured and negotiated. This part of the deal meant the putting into place of a loan agreement, a management agreement with a third-party servicer and the corresponding collateral package in the form a security trust agreement.

Finally, given the relevant and intrinsic financial technology factor of the deal, it was necessary to prepare complex documentation concerning the segregation and management of the accounts receivable related to credit cards issued by Tarjetas del Futuro.

This matter is also relevant due to the parties involved, which are highly important companies in sophisticated sectors, and due to the fact that it marks another relevant milestone in the joint venture between Rappi Mexico and Grupo Banorte.

Jurisdiction

Mexico

Governing Law

Mexican federal law

Deal Value

MXN$1,000,000,000.00 (One Billion Pesos 00/100 M.N.) corresponding to the disbursement of the first tranche of the Additional Financing (as defined above).

Deal Duration, Date of Closing / Signing

  • Formal negotiations to implement the Additional Financing (as defined above) began on March 3, 2021.
  • Transaction closing: August 27, 2021
  • Financial closing (1st disbursement of the Additional Financing): September 3, 2021

Practice Area

  • Corporate Finance

Team GC

  • Lead Partner: José Ignacio Rivero Andere
  • Counsel: Antonio De Lisi Martínez
  • Managing Associate: Jacinto Avalos Capin
  • Associate: Rodrigo Poumian González

Other Firms Involved

  • Creel, García-Cuellar, Aiza y Enríquez, S.C., as legal counsel to de Banorte.
  • Lead Partner: Emilio Aarún Cordero