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Capital Markets transactions

We represented Citibanamex Casa de Bolsa, Scotia Inverlat Casa de Bolsa and Casa de Bolsa BBVA Mexico, as Lead Mexican Underwriters, in connection with FIBRA Prologis’ offering of 117,049,735 additional Real Estate Trust Certificates (CBFIs), for a total amount of MXN$6,906 million, consisting of an offering of 41,320,946 CBFIs to the general public in Mexico and an international offering of 75,728,789 CBFIs outside of Mexico. The CBFIs trade on the Mexican Stock Exchange.

CLIENT:

Citibanamex Casa de Bolsa
Scotia Inverlat Casa de Bolsa
Casa de Bolsa BBVA Mexico

PRACTICE AREA:

Capital Markets

CLOSING DATE:

May 2023

VALUE:

MXN$6,906 million

LEADER (S):

Gabriel Robles Beistegui

PROFESSIONALS:

Juan Carlos Pérez Rocha Caudillo

Luis Miguel Posadas Yáñez

OTHER FIRMS:

Jones Day LLP, Initial Purchaser's US Counsel Simpson, Thacher & Bartlett LLP, Issuer's US Counsel Creel, García-Cuéllar, Aíza y Enríquez, S.C., Issuer's Counsel

We represented Citigroup, HSBC Securities, Mizuho Securities and Morgan Stanley, as underwriters, in connection with the offering by the United Mexican States of USD$2,941 million of its 6.338% Global Notes due 2053.

CLIENT:

Citigroup Global Markets
HSBC Securities
Mizuho Securities
Morgan Stanley

PRACTICE AREA:

Capital Markets

CLOSING DATE:

April 2023

VALUE:

ND

LEADER (S):

Luis A. Nicolau Gutiérrez

PROFESSIONALS:

OTHER FIRMS:

Cleary Gottlieb- UMS counsel Sullivan & Cromwell - Banks counsel

We represented Mexico Infrastructure Partners (EXI), in the structuring of a new Fibra-E named Fibra Social (FSocial 23), as well as Fibra Social in the issuance of MXN $6,088 million CBFEs, placed in the Mexican Stock Exchange through an initial public offering and distribution to investors of EXI Funds.

CLIENT:

Mexico Infrastructure Partners F2

PRACTICE AREA:

Capital Markets

CLOSING DATE:

March 2023

VALUE:

MXN$6,088 million

LEADER (S):

Gabriel del Valle Mendiola

Gabriel Robles Beistegui

PROFESSIONALS:

Darío Hernández Guzmán

Juan Carlos Pérez Rocha Caudillo

Juan Carlos Rodríguez Hernández

Manola Giral Serra

OTHER FIRMS:

Creel, García-Cuéllar, Aiza y Enríquez, S.C. acted as external legal advisor to the placement agents: BBVA. Creel, García-Cuéllar, Aiza y Enríquez, S.C. acted as special Mexican tax counsel to Mexico Infrastructure Partners F2 and the Issuer. Greenberg Traurig, S.C. acted as external legal advisor of the concessionaires that were acquired by FSocial.

We represented Fomento Económico Mexicano (FEMSA), in connection with the partial divestment of its stake in Heineken in its offering of EUR€500 million of its 2.625% Senior Unsecured Exchangeable Bonds due 2026, exchangeable for up to 5,228,758 shares of Heineken.

CLIENT:

Fomento Económico Mexicano (FEMSA)

PRACTICE AREA:

Capital Markets

CLOSING DATE:

February 2023

VALUE:

EUR€500 million

LEADER (S):

Luis A. Nicolau Gutiérrez

PROFESSIONALS:

Luis Miguel Posadas Yáñez

OTHER FIRMS:

Cleary Gottlieb Steen & Hamilton LLP (London and NY offices) - counsel to FEMSA Linklaters LLP (London) - counsel to banks NautaDutilh (Amsterdam) - counsel to FEMSA Skadden Arps - counsel to Bank of America

We represented Barclays, J.P. Morgan, Mizuho, BBVA, Santander, Scotia Capital and SMBC Nikko, in connection with the offering and sale by Petróleos Mexicanos of its USD$2,000 million 10.000% Notes due 2033.

CLIENT:

Barclays
J.P. Morgan
Mizuho Securites
BBVA
Santander US
Scotia Capital
SMBC Nikko

PRACTICE AREA:

Capital Markets

CLOSING DATE:

February 2023

VALUE:

USD$2,000 million

LEADER (S):

Luis A. Nicolau Gutiérrez

OTHER FIRMS:

Shearman & Sterling - US Counsel to the Banks Cleary Gottlieb - US Counsel to PEMEX.

We represented Origin Patrimonial, in the acquisition of the totality of the beneficiary rights of the Irrevocable Administration Trust identified with number 744641 (the "Founders' Trust"), founder trust of Fibra Inn (BMV: FINN13), as well as in the substitution of the members of the Technical Committee, including its chairman, and of the Investment Committee, as appointed by the Founders' Trust of Fibra Inn.

CLIENT:

Origin Patrimonial

PRACTICE AREA:

Mergers and Acquisitions

Capital Markets

CLOSING DATE:

February 2023

VALUE:

ND

LEADER (S):

Luis A. Nicolau Gutiérrez

PROFESSIONALS:

Marcelle Cohen Shehoah

Luis Miguel Posadas Yáñez

OTHER FIRMS:

N/A

We represented BBVA, BNP Paribas, BofA, and J.P. Morgan, as underwriters, in connection with the offering by the United Mexican States of USD$1,250 million of its 5.40% Global Notes due 2028 and of USD$2,750 million of its 6.350% Global Notes due 2035.

CLIENT:

BBVA
BNP Paribas
BofA
J.P. Morgan

PRACTICE AREA:

Capital Markets

CLOSING DATE:

January 2023

VALUE:

USD$4,000 million

LEADER (S):

Luis A. Nicolau Gutiérrez

OTHER FIRMS:

Cleary Gottlieb - Counsel to UMS Sullivan & Cromwell - US Counsel to the underwriters

We represented Citibanamex Casa de Bolsa and Casa de Bolsa BBVA México, in connection with the voluntary tender offer for an aggregate amount of MXN$7,071 million with respect to all of the outstanding Series "B" Class I ordinary shares, nominative and without par value, corresponding to approximately 27% of Industrias Bachoco's outstanding capital stock.

CLIENT:

Citibanamex Casa de Bolsa
Casa de Bolsa BBVA México

PRACTICE AREA:

Capital Markets

CLOSING DATE:

November 2022

VALUE:

MXN$7,071 million

LEADER (S):

Jean Paul Farah Chajín

Gabriel Robles Beistegui

PROFESSIONALS:

Renata Cantú Vila

Juan Carlos Rodríguez Hernández

Manola Giral Serra

OTHER FIRMS:

Shearman & Sterling LLP - U.S. Legal Counsel of Edificio del Noroeste, S.A. de C.V., as offeror Simpson Thacher & Bartlett, LLP, - U.S. Legal Assessor of Citibank, N.A., as tender agent; Robles Miaja Abogados, S.C. - Mexican Legal Counsel of Edificio del Noroeste, S.A. de C.V., as offeror

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