Grupo Aeroportuario del Pacífico in $1 Billion IPO

Cleary Gottlieb represented the Ministry of Communications and Transportation of Mexico, as selling stockholder, and Grupo Aeroportuario del Pacífico, S.A. de C.V. (“GAP”) in GAP’s $1 billion initial public offering. After giving effect to the exercise of the underwriters’ overallotment option, the global offering included 33,379,500 ADSs in the international offering and 143,055,000 Series B shares in the Mexican offering. Together, the offered securities represented 85% of GAP’s outstanding capital stock.

The transaction is believed to be the largest Mexican equity offering since the privatization of Telmex in the early 1990s. The offering priced at $21 per ADS, higher than the preliminary prospectus range of $18 to $20. The shares traded up on their first day of trading and closed at $29.90 per ADS. Credit Suisse was the lead underwriter for the international offering syndicate, which also included Citigroup, Deutsche Bank and Santander Investment, and Accival was the lead underwriter for the Mexican offering.

In 1998, the Mexican government divided 35 of Mexico’s principal airports into three groups to be opened to private investment. GAP’s IPO completes the privatization of the second of these groups, following the 2001 IPO of Grupo Aeroportuario del Sureste, S.A. de C.V.

GAP’s subsidiaries operate 12 airports serving Mexico’s Pacific coast, including the two major metropolitan areas of Guadalajara and Tijuana, as well as Puerto Vallarta, Los Cabos, La Paz, Manzanillo and a number of mid-sized cities. Six of its airports ranked among the ten busiest airports in Mexico based on commercial aviation passenger traffic in 2004. GAP’s two-phase privatization process began in 1999 with the acquisition by Aeropuertos Mexicanos del Pacífico, S.A. de C.V., GAP’s strategic partner pursuant to the Mexican airport privatization guidelines, of 15% of GAP’s equity in the form of Series BB shares, which Aeropuertos Mexicanos del Pacífico continues to own.