Overview

Adrián Gay is an attorney in Holland & Knight's Mexico City office. Mr. Gay advises Mexican and international companies and financial institutions on matters related to financial and corporate finance transactions, including public bids, mergers and acquisitions, joint ventures, real estate, REITs and general corporate matters. He has broad experience in domestic and cross-border asset-backed securitizations, Mexican real estate investment trusts, and future flow transactions involving accounts receivable, toll-road fees derived from federal and state concessions, commercial leases and tax contributions.

In addition, Mr. Gay advises clients in connection with structured loans, bridge financings and the design and implementation of financing structures for real estate, hospitality and infrastructure projects, including public-private partnerships. His is well-versed in the procedures for filing with the Ministry of Finance, National Banking and Securities Commission, Ministry of Communications and Transports, Mexican Antitrust Commission, and other federal and local government entities.

Experience

  • Represented Fibra UNO, Mexico's first publicly-traded REIT, on its third global and landmark follow-on public offering, valued at US$2.5 billion
  • Represented Fibra Uno in the first international debt issuance by a REIT in January 2014 for an aggregate amount of US$1 billion. The issuance of notes included two trenches of up to a 30-year term.
  • Represented Fibra Uno in the first Mexican debt issuance by a REIT in December 2013 for an aggregate amount of MX$8 billion in a program for up to MX$25.0 billion. This transaction represented the biggest debt issuance by a corporation in Mexico.
  • Represented Mexican underwriters (Bank of America, Banorte-IXE and Actinver) in Mexican Fibra Shop’s initial public offering valued at MX$5.4 billion. Fibra Shop is a REIT specializing in shopping malls. The securities were also placed in global markets in the U.S. and Europe under Rule 144A and Regulation S.
  • Represented Fibra INN, Mexico’s second publicly traded REIT focused on the hospitality industry, in its initial public offering valued at MX$3.4 billion. The securities were also placed in global markets in the U.S. and Europe under Rule 144A and Regulation S.
  • Represented Fibra UNO, Mexico's first publicly traded REIT, in its third global public offering before the Mexican Stock Exchange and in the international markets, valued at US$1.7 billion. Under the terms of the deal, Fibra UNO offered 600 million CBFIs (shares), including an overallotment option. The deal marked the first time a company in Mexico performed a hot deal option for the base public offer amount.
  • Represented Fibra Uno in its initial public offering that raised MX$3.62 billion (US$300 million). Additionally, certificates were issued to contributors of the real estate properties by means of a private placement, bringing the total value of the issuance to MX$8.27 billion (US$686 million). The securities were also placed in global markets in the U.S. and Europe under Rule 144A and Regulation S.
  • Represented Nacional Financiera, S.N.C. in the reopening and registration of the NAFTRAC Program related to the leading stock index in Mexico (BMV-IPC) for US$40 billion
  • Represented Casa de Bolsa Banorte in the design and implementation of one of the biggest warrant programs in the history of Mexico
  • Represented Casa de Bolsa Finamex in the registration of the first two programs of structured notes issued by a financial institution in Mexico for US$750 million
  • Represented Nacional Financiera, S.N.C. in the reopening and registration of the NAFTRAC Program related to the leading stock index in Mexico (BMV-IPC) for US$40 billion
  • Advised Fibra HD (FIBRHD.MX) in its debt issuance of MX$1.2 million (approximately US$66,000) under its long-term placement program. Fibra HD is a Mexican real estate investment trust (REIT) that acquires, owns and operates real estate properties, including industrial, commercial, office and university properties.

  • Represented the U.S. Stanford Bank Receiver to handle matters related to Mexican Stanford entities and operations
  • Represented a U.S. financial institution in the cross-border financing for the construction of a small luxury hotel in Acapulco
  • Represented a U.S. financial institution in the US$50 million cross-border financing for the
    development of a timeshare resort in Los Cabos, Baja California Sur

  • Represented the settlor (an Evercore subsidiary) and trustee (Protego Trustee Division) in the structured finance of oil revenues monetization for the benefit of Mexico's 32 states, including Mexico City, for approximately US$3 billion. The transaction was rated by Standard & Poor's and Fitch Ratings as AAA on the local scale.
  • Assisted Estrategia Financiera, the financial advisor for the state of Baja California Sur, in a MX$1 billion structured loan as well as the implementation of the first local infrastructure fund constituted after the Mexican National Infrastructure Fund (Fonadin)
  • Represented the agent in the securitization of local taxes of the state of Oaxaca, Mexico

  • Advised Fibra UNO (FUNO11.MX) in its US$700 million follow-on equity offering, the fourth international issuance by the company since its IPO in 2011. 
  • Represented Fibra Plus on its debut in the capital markets. The Mexican real estate investment trust (FIBRA) announced its initial public offering (IPO), raising MX$1.5 billion. Fibra Plus is the 11th FIBRA to be listed on the Mexican Stock Exchange. Fibra Plus shares (CBFIs) were listed at MX$15 each. Punto Casa de Bolsa and Finamex participated as lead and co-lead underwriters, respectively. 
  • Represented Fibra Plus on its debut in the capital markets. Fibra Plus is the 11th FIBRA to be listed on the Mexican Stock Exchange. Fibra Plus shares (CBFIs) were listed at MX$15 each. Punto Casa de Bolsa and Finamex participated as lead and co-lead underwriters, respectively.
  • Acted as deal counsel to Fibra INN (FINN13) in the issuance of US$53 million in bonds expiring in 2021. The issuance will allow the Monterrey-based real estate company to collect up to US$265 million in the future.
  • Represented Mexican real estate investment trust Fibra INN in the acquisition of four hotels in Chihuahua City for nearly $40 million. They include a Hampton Inn by Hilton, a Courtyard by Marriott and two City Express hotels. The team also helped the company gain authorization from the Comisión Federal de Competencia Económica (Cofece), the Mexican antitrust commission, for the purchase.
  • Advised Fibra UNO in setting up a drop-down fund worth US$ 387 million ($6 billion Mexican pesos), the largest yet in the Mexican real estate development sector
  • Represented Fibra HD in its $1500 billion pesos (US$ 100 million) IPO, which was registered with the Mexican Stock Exchange as the 10th Fibra to go public since legal reforms made Fibras possible in 2011
  • Represented Fibra Educa (MxEDUCA18) in its debut on the Mexican Stock Exchange on June 27. Despite difficult market conditions created by the Mexican presidential election, Fibra Educa raised almost MX$9.43 billion (nearly US$500 million). Its real estate certificates (CBFIs) were listed at $20 pesos each. This is the first FIBRA established to primarily acquire, own, develop, lease and operate real estate assets predominantly in the educational sector in Mexico.

  • Represented Asurion México in the implementation of an insurance product in collaboration with Alliance Mexico that consists in the granting of insurance against theft, loss or damage of cellular phones through Telcel, the leading Mexican cell phone provider
  • Represented the selling party First American Title Insurance Mexico in the sale of 100% of their shares as well as the related services business to the buyer Netzer Seguros

Credentials

Education
  • Instituto Tecnológico Autónomo de México, J.D.
  • The University of Texas School of Law, LL.M.
Bar Admissions/Licenses
  • Mexico
Honors & Awards
  • Chambers Latin America - Latin America's Leading Lawyers for Business guide, Capital Markets, Associates to Watch, 2015-2017
  • The Legal 500 Latin America, Rising Star, Capital Markets, 2019
  • The Legal 500 Latin America, Banking and Finance, Capital Markets, Real Estate, 2019
  • The Legal 500 Latin America, Capital Markets, Next Generation Lawyers, 2017, 2018
  • IFLR1000, The Guide to the World's Leading Financial Law Firms, Notable Practitioner, Capital Markets, 2019
Spoken Languages
  • English
  • Spanish

Speaking Engagements

News