A&O Shearman (Luxembourg) has advised J.P. Morgan as Sole Structuring Advisor and joint book-runner, and BofA Securities and Citigroup as joint book-runners as to Luxembourg law on the innovative USD12bn offering of Pre-Capitalized Securities (“P-Caps”) by a Luxembourg unregulated securitization company, Eagle Funding LuxCo S.à r.l., acting in respect of its compartment “EFL Compartment I” (“Lux SV”), in support of Petróleos Mexicanos (PEMEX), the Mexican state-owned petroleum company. The P-Caps are listed in the Official List and admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange.
This landmark transaction marks the first issuance of its kind in Luxembourg. The P-Caps are designed to provide contingent capital to PEMEX, supporting the company’s ongoing financing and balance sheet optimization.
The transaction attracted significant investor demand, significantly exceeding the initial expectations. The structure demonstrates the Luxembourg jurisdiction growing role as a hub for complex cross-border capital markets transactions.
A&O Shearman’s global financial markets team was led by partner Frank Mausen, supported by counsel David van Gaever and senior associate Roman Mazhorov. The Luxembourg tax workstream was headed by partner Franz Kerger, with assistance from associate Chiara Wolf.
Frank Mausen, partner in the global financial markets practice at A&O Shearman, commented: “We are delighted to have supported our clients on this pioneering transaction, which not only sets a precedent for Luxembourg but also for the European market as a whole. The successful completion of this USD12bn offering underscores the strength and expertise of our team in delivering innovative solutions for complex, cross-border financings. We are proud to have played a role in bringing this unique structure to market and look forward to further developments in this space.”