GICSA in Ps.12.2 Billion and 100 Million Real Estate Structured Financing

Cleary is representing Grupo GICSA S.A.B. de C.V. (GICSA) in a novel real estate structured finance transaction involving concurrent offerings of three series of senior secured notes, one series of junior notes, and a bridge loan.

GICSA is the sponsor of the financing, which was carried out by two Mexican trusts and consisted of:

• an offering of two series of peso-denominated senior secured notes totaling Ps.7.8 billion,
• an offering of one series of U.S. dollar-denominated senior secured notes totaling $100 million,
• an offering of one series of peso-denominated junior unsecured notes totaling Ps. 2.3 billion, and
• a bridge loan for Ps. 2.2 billion. 

The senior secured notes are secured by mortgages over six shopping centers, two corporate office buildings, and one mixed-use project located in major cities throughout Mexico. The transaction priced on December 16, 2019, and is expected to settle on December 20, 2019.

The offering of senior secured notes was conducted as a private placement under Rule 144A of the Securities Act of 1933 and outside of the United States in reliance on Reg. S. The U.S. dollar-denominated senior secured notes will be delivered through the facilities of DTC, while the Mexican peso-denominated senior secured notes will be delivered through the facilities of Euroclear and Clearstream. The offering of junior notes was conducted as a private placement under Section 4(a)(2) of the Securities Act of 1933 and outside of the United States in reliance on Reg. S.

GICSA is a leading developer, investor, and operator of premium shopping centers, corporate office buildings, and mixed-use properties in Mexico.

Cleary advised GICSA in its global IPO in 2015 and regularly advises GICSA on bank finance transactions.