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Pedro de Elizalde

Associate

Pedro de Elizalde is an associate in the Energy, Natural Resources and Infrastructure practice of A&O Shearman’s New York office and a member of the Latin America practice group.

He advises a variety of clients, including major corporations and global financial institutions, in connection with international project development & finance, acquisition and leverage finance, mezzanine and distressed debt deals, as well as debt and equity capital markets transactions. His experience advising borrowers, sponsors and issuers, as well as underwriters, lenders and investors on these various types of transactions give him a 360-degree view and understanding of his clients’ needs. This why he is frequently sought after to advise on clients’ most complex and innovative transactions.

Originally from Argentina, Pedro has in-depth experience in both the private sector, working as an associate at top tier law firms in Argentina and Brazil, and in the public sector acting as legal counsel for the Argentinian Ministry of the Treasury prior to joining A&O Shearman.

Experience

Representative matters

Banking & Finance

A special purpose vehicle created by a group of shareholders of a Mexican company in connection with a $665 million dual-tranche multicurrency bridge acquisition financing. The financing was used to buy back the target company’s shares listed on Mexico's BMV stock exchange.*

IDB Invest in connection with a financing up to $53 million to a project company to increase access to logistics services in Lima, Peru, through a new industrial park to be built in the Ventanilla district in the Constitutional Province of Callao. This groundbreaking project is the first sustainable logistics park in Peru.*

Gramercy Funds Management in connection with multiple investments in private credit transactions.*

An Colombian borrower in connection with $100 million financing backed by a MIGA guarantee.*

Forum Servicios Financieros S.A., a Chilean auto financier and wholly owned subsidiary of Banco Bilbao Vizcaya Argentaria S.A., as the borrower of a senior unsecured syndicated loan for up to $200 million from BTG Pactual, Standard Chartered Bank and other financial institutions.*

Inter-American Investment Corporation (IDB Invest) as the lender of a dual tranche pre-export loan for up to $250 million to MolinosAgro, an agriculture company in Argentina, and Molinos Overseas Commodities, as co-borrowers, to be used to pre-finance exports of products and commodities sold by MolinosAgro.* 

Lead arrangers in connection with the $100 million financing for the acquisition of certain renewable assets in Chile.

The Bank of Nova Scotia, as administrative agent, and a club of banks in connection with a $190 million seven-year senior unsecured credit facility for Internacional de Cerámica, S.A.B. de C.V. to be used to refinance existing debt and for general corporate purposes.

BBVA Securities Inc. and The Bank of Nova Scotia, as lead arrangers and sustainability agents, in connection with the $300 million sustainability-linked loan to Compañía Minera Ares S.A.C. and Amarillo Mineracao do Brasil Ltda., as co-borrowers, and Hochschild Mining plc, as guarantor.

BofA Securities, Citigroup Global Markets, and Wells Fargo Bank, as joint lead arrangers and joint bookrunners, and the group of lenders in connection with a $160 million three-year senior unsecured credit facility for Banco Davivienda, a bank organized under the laws of Colombia, as borrower, to be used for general corporate purposes.

Lenders led by Bank of America, BBVA Mexico, Institución de Banca Múltiple, Grupo Financiero BBVA México, BNP Paribas, Credit Agricole Corporate and Investment Bank (also acting as administrative agent), Mizuho, and SMBC, as joint lead arrangers and bookrunners, in connection with a $1.54 billion three-year senior unsecured revolving credit facility for Comisión Federal de Electricidad de México, as borrower. The Facility, which will be used for the refinancing of existing indebtedness and general corporate purposes, contains the option to convert to a sustainability-linked loan including key performance indicators with respect to environmental, social and governance (ESG) objectives of the borrower and its subsidiaries.

BNP Paribas Securities and Citigroup Global Markets as dealer managers and solicitation agents in connection with an offer to purchase for cash by Controladora Mabe, S.A. de C.V. (“Mabe”) any and all of its 5.600% Senior Guaranteed Notes due 2028 (the “Notes”). Also, BNP Paribas and Banco Nacional de México, S.A., integrante del Grupo Financiero Banamex, as mandated lead arrangers and bookrunners in connection with a USD240m senior unsecured term loan credit facility provided to Mabe. The proceeds of the credit facility and cash on hand were used by Mabe to fund the tender offer and consent solicitation.

Barclays Bank PLC as administrative agent in connection with a $500 million senior unsecured credit agreement entered into by and among PMI as borrower, Pemex as a guarantor and certain financial institutions thereunder as lenders. The credit facility, jointly with a $1.1 billion equity contribution from Pemex, will be utilized by PMI for the payment to Royal Dutch Shell (Shell) of the purchase price for the acquisition of 50% of the interest in Deer Park Refining, L.P. (Deer Park), the refinancing of Deer Park’s existing indebtedness and the purchase of certain oil & gas inventory from Shell.

Nevada Copper as they closed their Restart Financing Package. The Restart Financing Package provides up to $123 million of liquidity to the Company in order to support the restart and ramp-up of the Company’s Pumpkin Hollow underground copper mine, which is underway. The Restart Financing Package is comprised of several sources of funding, including additional stream and royalty funding, an incremental credit facility, deferred senior project and working capital interest payments, debt consolidation and warrants, additionalequity and an additional backstop facility.

Bank of Nova Scotia as administrative agent and initial lender in connection with a $125 million five-year senior unsecured term loan facility for Gruma, S.A.B. de C.V., a sociedadanónimabursátil de capital variable organized under the laws of Mexico (Gruma) as borrower to be used for the repayment of Gruma’s existing indebtedness and general corporate purposes. Also advised Coöperatieve Rabobank as administrative agent and initial lender and Bank of America as initial lender in connection with a $100 million five-year senior unsecured revolving credit facility for Gruma as borrower to be used for the same purposes above.

Alicorp (parent guarantor) and Alicorp Uruguayas borrower in connection with a $220 million senior unsecured facility provided by a syndicate of lenders led by Sumitomo Mitsui Banking Corporation (also acting as administrative agent) and BofA Securities as joint lead arrangers and bookrunners.

Scotiabank and BBVA in connection with a $200 million senior sustainability-linked credit facility for CMA (Peruvian mining company) and AMBD (Brazilian mining company), as co-borrowers, guaranteed by Hochschild as parent company. The proceeds of the facility were used for the development of a mining project in Brazil and the refinancing of the indebtedness of an existing project in Peru.

SMBC and MUFG in connection with a $120 million senior unsecured credit facility for AES Andes (Chile), to be used in accordance with AES Andes’ sustainability framework for eligible green power generation projects.

JPMorgan Chase Bank, N.A., as administrative agent, in connection with a $500 million one-year senior secured credit facility provided to AES Hispanola Holdings B.V. and AES Colon Holding, S.A. (AES Panama), as co-borrowers, by JPMorgan Chase Bank, N.A.

Volcan Compañía Minera S.A.A., a diversified Peruvian mining company, as borrower, and Compañía Minera Chungar S.A.C., Óxidos de Pasco S.A.C. and Empresa Administradora Cerro S.A.C., as guarantors, in connection with a $400 million four-year senior unsecured credit facility provided to Volcan by a syndicate of lenders led by Citigroup Global Markets Inc. and Banco Santander, S.A.

A syndicate of lenders led by joint bookrunners and joint lead arrangers BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank AG London Branch, Mizuho Bank Ltd. and Sumitomo Mitsui Banking Corporation, in connection with a $664 million revolving credit facility entered into by and among P.M.I. Trading Designated Activity Company, as borrower, PEMEX, as a guarantor, and certain financial institutions thereunder, as lenders.

Alicorp Uruguay S.R.L. and Alicorp S.A.A. as borrower and parent guarantorrespectively, in connection with a $200 million three-year senior unsecured credit facility provided by a syndicate of lenders led by Citigroup Global Markets Inc., as sole lead arranger and bookrunner.

A syndicate of lenders led by BBVA Bancomer, Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer as joint lead arranger and joint bookrunner and as administrative and sustainability agent and Scotiabank Inverlat, Institución de Banca Múltiple, Grupo Financiero Scotiabank Inverlat as joint lead arranger and joint bookrunner, in connection with a $485 million five-year dual-tranche senior unsecured credit facility for FIBRA Terrafina, a real estate investment trust managed by PGIM Real Estate.

The Bank of Nova Scotia as administrative agent and a lender and Bank of America México, Institución de Banca Múltiple, as a lender, in connection with a $200 million five-year credit facility for Gruma.

Deutsche Bank AG London Branch, as administrative agent, in connection with a $75 million senior unsecured credit facility provided to PEMEX, as borrower, and certain guarantors thereto, by Deutsche Bank AG London Branch.

Transelec S.A. as borrower in connection with a $180 million revolving credit facility agented by The Bank of Nova Scotia.

Capital Markets 

BCP Securities Inc. and Puente Servicios de Inversión S.A. as dealer managers, on the successful debt restructuring of $200 million in face value of foreign-denominated debt securities issued by the Province of Tierra del Fuego, Antártida e Islas del Atlántico Sur through a solicitation of consents to amend its 8.950 percent secured amortizing notes due 2027.*

AES’ subsidiaries in El Salvador in connection with a tender offer for any and all of the 6.750% Senior Guaranteed Notes due 2023 and concurrent consent solicitation and extension of the Early Tender Premium to the Expiration Date. In addition, represented AES’ subsidiaries in El Salvador in connection with a $348 million senior secured credit facility to be used for the funding of the tender offer and repayment of other existing indebtedness.

Industrias Bachoco (Bachoco) in connection with the tender offer initiated by Edificio Del Noroestefor up to any and all issued and outstanding Series B shares and American Depositary Shares of Bachoco.

Volcan Compañía Minera (Volcan), a diversified Peruvian mining company, in connection with an offer to purchase for cash made by Volcan for up to $110 million of its 4.375% Senior Notes due 2026 and concurrent consent solicitation. Citigroup Global Markets, and Santander Investment Securities acted as dealer managers and solicitation agents for the cash tender offer and the consent solicitation. The purpose of the cash tender offer was to acquire the Notes for liability management purposes. Notes purchased in the tender offer have been retired and cancelled. The purpose of the Solicitation was to conform certain covenants in the Indenture to Volcan’s other indebtedness instruments.

Citigroup Global Markets Inc. as remarketing agent and initial purchaser in connection with the remarketing of $1.5 billion 8.750% notes due 2029 issued to certain of Petróleos Mexicanos’ (Pemex) suppliers. This innovative transaction is part of Pemex’s financing program to pay its suppliers through a mechanism to exchange commercial debt for financial debt providing liquidity to suppliers while allowing Pemex to convert short-term payables into long-term debt.

Banco de Chile in connection with its inaugural Rule 144A/Regulation S offering of $500 million 2.990 percent fixed-rate notes due 2031 issued under Banco de Chile’s $3 billion medium-term notes program. BofA Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. acted as joint book-running managers and dealers in the transaction.

BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC as initial purchasers and dealer managers in connection with Bolivia’s issuance of $850 million 7.500% notes due 2030, in an offering of new notes and in a liability management transaction consisting of separate offers to purchase for cash and offers to exchange its three outstanding series of U.S.-dollar denominated notes.

Central American Bank for Economic Integration (CABEI) in connection with the multiple Regulation S offerings under its existing Medium-Term Note program of (i) CHF 220 million aggregate principal amount of 0.110% notes due 2028 “Green Bonds”, (ii) MXN$ 3.4 billion aggregate principal amount of 7.650% notes due 2031, and (iii) NOK 1.4 billion aggregate principal amount of 2.400% notes due 2031.

Goldman Sachs & Co. LLC as sole global coordinator and bookrunner, in connection with the issuance of $360 million 6.500% senior secured notes due 2027 under Rule 144/Regulation S issued by Mercury Chile HoldCo for the funding of a tender offer for all of the shares of AES Andes listed in the Santiago Stock Exchange.

EmpresaGeneradora de Electricidad Haina, (EGE Haina) in connection with the issuance of $300 million 5.625 percent sustainability linked senior notes due 2028.

Ecopetrol in connection with a public offering of $1.25 billion aggregate principal amount of its 4.625% notes due 2031 and $750 million aggregate principal amount of its 5.875% bonds due 2051. Citigroup Global Markets, J.P. Morgan Securities, Santander Investment Securities and Scotia Capital (USA) acted as underwriters. The net proceeds of the offering were used by Ecopetrol to prepay a portion of the outstanding principal amount under the loan Ecopetrol entered into in connection with its acquisition of InterconexiónEléctrica (ISA), of which $3.672 billion principal amount was outstanding prior to the prepayment.

BofA Securities, Goldman Sachs, J.P. Morgan Securities and Santander Investment Securities, as dealers in connection with Banco Santander Chile’s offering of $500 million 3.177 percent senior fixed-rate notes due 2031 issued under Banco Santander Chile’s $5.5 billion medium-term notes program.

J.P. Morgan Securities, as sole global coordinator and joint bookrunner, and Citigroup Global Markets, Santander Investment Securities, SMBC Nikko Securities America, as joint bookrunners, in connection with a Rule 144A/Regulation S offering of $1.1 billion 4.550 percent senior secured notes due 2051 issued by Alfa Desarrollo (Alfa), a newly formed company wholly-owned indirectly by Celeo Redes and certain investment funds managed by APG to consummate the $1.35 billion acquisition of ColbúnTransmisión.

Empresa Nacional del Petróleo (ENAP), a Chilean state-owned enterprise, in connection with its Rule 144A/Regulation S offering of $560 million 3.450 percent notes due 2031.

Aeropuerto Internacional de Tocumen, a Panamanian government-owned operator of the country’s principal international airport, in connection with the $1.855 billion offering of $555 million principal amount of its 4.000 percent senior secured notes due 2041 and US$1.3 billion principal amount of its 5.125 percent senior secured notes due 2061, and concurrent tender offer and consent solicitation.

Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC as initial purchasers in connection with the issuance of $500 million aggregate principal amount of 2.720% Subordinated Preferred Capital Notes due 2031 under Rule 144A/Regulation S by Banco Nacional de Comercio Exterior, Sociedad Nacional de Crédito, Institución de Banca de Desarrollo’s, acting through its Cayman Islands Branch, Bancomext, a development bank owned by the Mexican government.

AES Andres B.V., (AES Dominicana) in connection with the issuance of $300 million 5.700 percent senior notes due 2028 and concurrent offer to purchase for cash any and all of the $270.1 million outstanding of the 2026 Andres-DPP Notes.

Citigroup Global Markets, BofA Securities and J.P. Morgan Securities as initial purchasers in connection with an offering by Banco Davivienda S.A. of $500 million of its 6.650% Perpetual Non-Cumulative Additional Tier 1 Junior Subordinated Notes.

Volcan Compañía Minera S.A.A. (Volcan), a diversified Peruvian mining company, in connection with an offering by Volcan of $475 million of its 4.375% notes due 2026 and a concurrent offer to purchase for cash made by Volcan for up to $125 million of its 5.375% notes due 2022.

Controladora VuelaCompañía de Aviación, S.A.B. de C.V. (Volaris), an ultra-low-cost airline serving Mexico, the United States and Central America, in connection with a primary follow-on equity offering in which Volaris offered 134millionof its Ordinary Participation Certificates in the form of American Depositary Shares at a price to the public of $11.25 per ADS in the United States and other countries outside of Mexico, pursuant to Volaris’ shelf registration statement filed with the Securities and Exchange Commission.

Argentina’s Province of Córdoba and Banco de la Provincia de Córdoba on the successful restructuring of approximately $1.67 billion of the Province’s outstanding aggregate U.S. dollar-denominated international bonds, comprised of $709 million 7.125 percent notes due 2021, $510 million 7.450 percent notes due 2024 and $450 million 7.125 percent notes due 2027.

BofA Securities, Inc. and UBS Securities LLC, as consent solicitation agents, on the Province of Rio Negro’s restructuring of its outstanding $300 million 7.75 percent notes due 2025.

BofA Securities, Inc. and Banco General, S.A., as initial purchasers, for a Rule 144A/Reg S offering of $400 million of 4.000 percent senior secured notes due 2048 by ENA Master Trust, a trust settled under Panamanian law by Empresa Nacional de Autopista, S.A.

BofA Securities, Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc. as joint bookrunners for Petróleos Mexicanos (Pemex) in connection with its offering of $1.5 billion of 6.875 percent notes due 2025, guaranteed by Pemex’s wholly-owned subsidiaries Pemex Exploración y Producción, Pemex Transformación Industrial and Pemex Logística.

Published Work

  • de Elizalde, Pedro, Contributor, (2022) The Guide to Mergers & Acquisitions - Third Edition, Latin Lawyer
  • de Elizalde, Pedro, Co-Author, (2022) Bonos “ESG” y “Sustainability-Linked”: innovaciones y desafíos, Revista Jurídica De La Universidad De San Andrés (13), 1-30
  • de Elizalde, Pedro, Author, (2018) Reestructuración empresarial y financiamiento en el proceso concursal. Problemas y propuestas, Revista Jurídica de la Universidad de San Andrés, No. 6.
  • de Elizalde, Pedro, Co-Author, (2018) Trading when the darkness starts. Funding companies in the 'twilight zone’, International Bar Association, Latin American Forum Review Volume 11, No. 1, pages 37 - 43
  • de Elizalde, Pedro, Co-Author, (2015) M&A in distress in Latin America. A view on Argentina’s unfolding, International Bar Association, Latin American Forum Review Volume 8, No. 1, pages 33 - 37

Qualifications

Admissions

Attorney-at-Law, New York

Attorney-at-Law, Argentina

Academic

  • Harvard Law School, LL.M., 2020
  • Universidad Torcuato Di Tella, ML&E, 2018
  • Universidad de San Andres, J.D., 2015

Languages

Spanish, Portuguese, English

Disclaimer
A&O Shearman was formed on May 1, 2024 by the combination of Shearman & Sterling LLP and Allen & Overy LLP and their respective affiliates (the legacy firms). Any matters referred to above may include matters undertaken by one or more of the legacy firms rather than A&O Shearman.