Santiago Llano Zapatero has more than 14 years of experience providing tax advice to companies carrying out business activities in Mexico and Latin America, as well as resident companies in Mexico carrying out business activities abroad. Main projects in which he is involved in include, equity and debt public and private investment structures; mergers and acquisitions; development of new businesses; restructure; representation before partners and authorities in tax matters, among others.
Santiago actively advices companies in diverse sectors such as energy, including “oil and gas” and “power and electricity”; financial and real estate, among others. Likewise, he advices private equity funds investing in Mexico.
Santiago has vast experience in transfer pricing matters. He advises companies in restructures; tax audits and controversy processes; advance pricing agreements and other transactional matters.
Advised ENGIE and its affiliates, including Heolios Intermediate 1, Engie Eólica Tres Mesas 3, Eólica Tres Mesas 4, Recursos Solares PV de México IV, BNB Villa Ahumada Solar, Buenos Días Energía and Engie Abril PV, in connection with its joint venture with Tokyo Gas related to the construction and development of a portfolio of projects (four solar parks and two wind farms in Mexico), which closed concurrently with the relevant project financing.
Advised ENGIE and its affiliates, including Heolios Intermediate 1, Engie Eólica Tres Mesas 3, Eólica Tres Mesas 4, Recursos Solares PV de México IV, BNB Villa Ahumada Solar, Buenos Días Energía and Engie Abril PV, in connection with the limited recourse project financing in respect of four solar parks and two wind farms in Mexico with a combined capacity of approximately 721 MW. The transaction includes a construction phase individualized per project financing, an operations phase portfolio holding company financing and, subject to the satisfaction of certain conditions, the option to finance an additional solar park or wind farm project during the construction or operations phase. The debt financing structure is novel and untraditional. The project financing is ENGIE’s first green loan financing for renewables projects in the world.
Represented BBVA as lender in the refinancing of the construction loans made to Estación de Compresión Soto la Marina, a special purpose company owned by Enagas and Fermaca. This project financing was documented pursuant to Mexican law. Our firm conducted all aspects of due diligence review and drafting and negotiation of all finance and security documents required in respect of the transaction.
Represented Grupo Acciona in relation to the acquisition of land for a residential development in Polanco, Mexico City and the structuring of the project development.
Represented Ecoplexus in reviewing their financial model used for the bidding process regarding the third Long-Term Power Auction, and participated as advisors in several legal matters in connection with the bidding process. Also, we have assisted Ecoplexus structuring their inbound investment into Mexico.
Represented SunEdison in a group restructuring for the sale of its Latin American assets to Actis Capital. This restructure won “deal of the year” in different publications.
Represented Canadian Solar in the incorporation of its Mexican investment structure for its participation in certain electricity auctions in Mexico and we regularly advise them on international and domestic tax matters.
Represented Voltalia in the Mexican electricity auctions by advising on their investment structure as well as in the review and analysis of their financial model related to such auctions.
Represented Voltalia in reviewing their financial model used for the bidding process regarding the Third Long-Term Power Auction, and participate as advisors in several legal matters in connection with the bidding process. Also, we assisted Voltalia in structuring their inbound investment in Mexico.
Represented EVM Energía in the incorporation of its Mexican investment structure for its participation in certain electricity auctions in Mexico.
Represented Blackrock México II Infraestructura on a 144A/Reg S, 4(a)(2) private placement of Senior Secured Notes for the upgrade and expansion of the port logistics and transportation facilities at the Lázaro Cárdenas Port in Mexico, where Greenfield SPV I, acted as issuer / borrower.
Represented Banco Sabadell in determining the principles under which it should finance the so called “Value Added Tax Loans” in light of the reforms made to the Value Added Tax Law, with regards to borrowers that while in preoperative periods, require financing to confront VAT imbalances.
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