Green Guide Profile: Galicia Abogados S.C.

Mexico

Leading Mexican transactional law firm Galicia Abogados S.C. became a member of the UN Global Compact in 2021, entailing a commitment to reducing its environmental impact and conducting and presenting annual sustainability reports.

The firm’s ESG practice led by Carlos Escoto is made up of a multidisciplinary group of experts offering tailor-made advice on a broad spectrum of ESG issues across a range of sectors, from mining to pharmaceuticals.

The firm has facilitated the growth of sustainable and green finance in Mexico, with Guillermo Perez Santiago involved in several spearheading projects. He advised a syndicate of banks on a $3.5bn loan to CEMEX, which aims to ensure the company’s ESG commitments as the first debt to be issued under its sustainability-linked financing framework. He also assisted Grupo Bimbo with its debut in sustainable financing, entailing the renewal of a revolving credit facility in the amount of $1.75bn. In another first, the team advised KOF on the very first sustainability-linked bonds in the history of the Mexican market worth $470 m.

The firm’s sustainability committee was set up to coordinate internal strategies and initiatives. For example, the firm has initiated sustainability awareness campaigns to help individual employees take more care in their everyday decisions. There is also a strong pro-bono culture within the team, with each lawyer contributing a minimum of 20 hours each year to different initiatives with a social or environmental focus.

Over the last 3 years, our comprehensive knowledge in corporate sustainability and responsible investments as a fundamental part of our institutional strategy, has led us into the creation of Galicia’s ESG practice. With this milestone achieved, today Galicia is the only leading firm in the Mexican legal market with internationally recognized expertise in all areas and experts related to ESG matters. The creation of the ESG practice reflects Galicia’s true commitment with becoming an agent of change in the Mexican legal sector with innovation and creativity, attending clients’ growing demand for lawyers who can help them effectively manage the potential impacts of their transnational businesses.

Galicia’s ESG practice is integrated by a multidisciplinary group of experts in corporate sustainability that dedicate their experience and commitment into the benefit of our clients.

Internationally renowned partners, counsels, and associates, mainly from the M&A, Private Equity, Banking & Finance, Environment, Labor, Energy, Litigation, Real Estate, and Compliance practices, and the support of Galicia’s entire team of professionals from our additional 16 practice areas, integrate Galicia’s ESG Team. This multidisciplinary team is well positioned to assist clients with the identification, analysis, and integration of ESG concerns and priorities at all levels of their operations and relationships in different industries.

ESG Legal Team

Manuel Galicia
Partner – M&A, B&F, PE and ESG practices
Committee Member:
• Executive – Chairman
• Compensation
• Sustainability
• Business Development
• New Model of Collaboration

Carlos de María y Campos
Partner – Energy, Project Finance and ESG (Alternative Energy) practices
Committee Member: Business Development

Carlos Escoto
Partner – Environment and ESG practices – ESG Team Coordinator
Committee Member: Sustainability

Antonio Borja
Partner – Energy, Project Finance and ESG practices

Maurice Berkman
Partner – Capital Markets, B&F and ESG practices
Committee Member: New Model of Collaboration

Mariana Herrero
Partner – Environment and ESG practices
Committee Member:
• Executive
• Pro-Bono
• Talent

Guillermo Perez Santiago
Partner – Capital Markets and B&F practices – Expert in sustainable-linked financings with ESG components
Committee Member:
• Executive
• Diversity, Equity & Inclusion

Rodrigo Rivera
Partner – B&F, Real Estate & Hospitality and ESG practices
Committee Member: Talent

Federico Scheffler
Partner – Tax Consulting practices

Rosemarie McLaren
Partner – Banking & Finance practice
Co Head of Monterrey Office

Nadia González
Counsel – Labor Consulting and ESG practices
Committee Member: Diversity, Equity & Inclusion

Lisandro Herrera
Counsel – Life Sciences and ESG practices
Committee Member: Diversity, Equity & Inclusion (Advisory Board)

Ma. Angeles Padilla
Associate – Capital Markets practice

Luis Manuel Rosendo
Associate – Energy (Renewables and Alternative Energy) practice

Jorge Javier Mendizábal
Associate – Banking & Finance and Capital Markets practices

Roxana Schaffer
Associate – M&A and Real Estate & Hospitality practices

Jose Alejandro Cortés
Associate – Capital Markets and B&F practices

Marianela Romero
Associate – Regulatory and ESG practices
Committee Member:
• Sustainability
• Pro-Bono

Ana Elena Domínguez
Associate – Tax Consulting practice

Lucia Manzo
Associate – Environment practice

Business & Sustainability Non-Legal Team

Ana López Pariente
Director – Business Development, Communications and Marketing, Head – Sustainability Model
Committee Member:
• Sustainability
• Business Development
• Pro-Bono

Sustainability Consultants (External)

Jessica Escobar
CEO – Kueponi Consultores, SC

The firm has more than 28 years of experience. Frontrunner in the legal Mexican and LatAm markets while prioritizing the development of a truly collaborative culture. Renowned law firm for its impeccable reputation and specialized knowledge in strategic sectors: financial, energy & infrastructure, private equity, regulated industries, real estate & hospitality, and life sciences.

Galicia’s main differentiator in the Mexican legal market as a leading firm is the ability to provide a unique legal service offer that includes strong transactional and regulatory advice coupled with strategic capabilities in litigation and ESG.

The launch of a multidisciplinary Environmental, Social and Governance (ESG) practice, demonstrates that sustainability is at the top of the firm’s agenda when it comes to advising clients. Sustainability, Pro Bono and Diversity, Equity, and Inclusion (DEI) are part of Galicia’s core values. The firm’s DEI-driven culture has positioned +17 women in partner, counsel, executive and management positions.

Environmental & Sustainability Model & Strategy

Our Environmental and Sustainability Model is one-of-its-kind in the Mexican and LatAm legal markets being an ever-evolving program that assures equal growth in all aspects by transversal actions to achieve institutional goals. It is focus on Talent, Community, Integrity, and Environment. Recognized as 2020 and 2021 Pro Bono Leading Light by the Cyrus R. Vance Center for International Justice for its innovative contributions and continuous commitment to Pro Bono work in Mexico.

Galicia is signatory of the UN Global Compact, the UN Women Empowerment Principles (WEPs), the Green Pledge and other international organizations that promote Sustainable and Climate Change initiatives. In March 2021, the firm formalized its ESG practice and became the only Mexican leading firm with an integral offer in ESG advice with Band 1/Tier 1 experts.

ESG practice

We offer a tailor-made, comprehensive advisory capacity, in all legal and compliance issues related to the environment, climate change, fundamental labor rights, sustainable finance and hybrid & green investments, corporate governance, disclosure and transparency frameworks, sustainable project financing, alternative energy and renewables and other areas that are central to the ESG global agenda.

Has your firm established a dedicated ESG/climate change/sustainability practice, team, or task force?

In March 2021, Galicia formalized its Environmental, Social and Corporate Governance (ESG) practice, becoming the first leading firm in the Mexican market to offer advice on ESG issues with a multidisciplinary group of lawyers and experts in corporate sustainability.

This team has a two-sided commitment to integrating ESG factors: one for the Firm and one for our clients. Inside Galicia, our Sustainability Committee has been tasked with drafting, implementing, and improving our Sustainability Model, a first of its kind effort in the Mexican legal market, which serves as both a north star and a guardrail for the way we conduct our business.

Towards our clients, our ESG group is committed to providing the best advice on the legal aspects of integrating ESG factors into a company’s operation, due diligence, issuance of bonds, compliance, etc.

Our new corporate governance includes 10 internal committees, of which 6 are strategic (Executive, Compensation, Business Development, IT, Sustainability, and Talent) and 4 are operational (Diversity, Equity & Inclusion, Pro Bono, Knowledge Management and New Model of Collaboration). We also have a Galicia Task Force, which became operational in March 2020 and to date continues to meet 3 times a week to address pandemic related issues, and day-to-day operations of both our offices in Mexico City and Monterrey, NL, Mexico).

What type of work do you handle in connection with “green change”?

Corporate sustainability, environmental issues, sustainable financing, hybrid, social, green, and blue bonds, energy efficiency, net zero transition, climate change mitigation and adaptation strategies, circular economy, fundamental rights, compliance, and financial structures that strengthen and support client’s corporate plans to join a sustainable culture.

Would you like to highlight a particular area of strength?

Over the last 2-3 years, our ESG related matters advice has been particularly strong assisting clients on complex environmental and climate change regulatory work (please see list of non-confidential active clients in answer no. 8 below).

On the financial side of our business, we are leaders in the generation of sustainable linked finance, credits, bonds, and IPO’s and note offerings routinely being successfully placed in the international capital markets. Following are some of the transactions in which Galicia has participated recently:

I. CFE – First Sustainable Bonds

Client: BofA Securities, Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Santander Investment Securities Inc., Barclays Capital Inc., Scotia Capital (USA) Inc. and SMBC Nikko Securities America, Inc., as initial purchasers.

Summary of ESG Component: Offer and sale by CFE of (i) US$1,250,000,000 principal amount of its 4.688% sustainable notes due 2029 and (ii) US$500,000,000 principal amount of its 6.264% sustainable notes due 2052. The notes are guaranteed by CFE Distribución, CFE Suministrador de Servicios Básicos, CFE Transmisión, CFE Generación I, CFE Generación II, CFE Generación III, CFE Generación IV, CFE Generación V and CFE Generación VI, subsidiaries of the Issuer. The net proceeds from the sale of the notes will be used to finance or refinance, in whole or in part, new or existing Eligible Green Projects or Eligible Social Projects pursuant to CFE’s Sustainable Framework.

The Eligible Green Projects are expenditures that will meet one or more of the following criteria:

  • Renewable energy
  • Energy efficiency
  • Clean transportation
  • Green buildings

Eligible Social Projects are expenditures related to funding the construction, improvement, acquisition or maintenance and operation of facilities and equipment needed to provide fixed wireless broadband service in areas without availability of wired services (e.g., expansion project for creating 200,000 access points to provide internet service to 130,000 localities across Mexico).

Amount: US$1,750,000.00.

II. GCC – Sustainability Linked Bonds

Client: BBVA Securities Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Scotia Capital (USA) Inc. as representatives of the initial purchasers and BBVA Securities Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Scotia Capital (USA) Inc. and Credit Agricole CIB as initial purchasers.

Summary of ESG Component: Offer and sale by GCC, S.A.B. de C.V. of U.S.$500,000,000 principal amount of its 3.614% Notes due 2032. The notes are guaranteed by GCC Cemento, S.A. de C.V., Cementos de Chihuahua, S.A. de C.V. and GCC of America, Inc.

There is a step-up interest rate of 4.364%, from and including April 20, 2031, if the Sustainability Performance Target is not satisfied, which consist of a reduction in specific net kilograms of CO2 from emissions from direct operations of the company emitted per ton of cementitious material.

Amount: US$500,000,000.00.

III. Grupo Bimbo – Sustainability-Linked Revolving Loan

Winner – IFLR Americas Awards – 2021 Loan of the Year Award

Client: Grupo Bimbo.

Summary of ESG Component: Grupo Bimbo renewed its committed revolving credit facility, in the current amount of US $1.75 billion. This revolving credit facility is sustainability-linked and marks the Company’s debut in sustainable financing. This highlights Grupo Bimbo’s commitment to the preservation and improvement of the environment, including focus on two areas which are part of the Company’s sustainability journey: energy and water. The interest rate can be adjusted based on how the key performance indicators (related with renewable energy sources and water use) are met.

Amount: US$1.75 billion

IV. Coppel – Sustainability-Linked Credit Agreement

Winner – LatinFinance Awards – 2021 Syndicated Loan of the Year Award

Client: Coppel

Summary of ESG Component: Galicia advised Coppel on the largest corporate syndicated loan ever granted to a company in Mexico, considered one of the first ESG loans, whereby the margin will change based on the attainment of certain key performance indicators related to the participation of women in leadership positions and solar panels installed within Coppel.

Amount: MXN$40,000,000,000.00 (at a MXN$20 FX: USD$2,000,000,000.00)

V. Cemex -Sustainability-Linked Credit Agreement

Winner – Latin Lawyer Awards – 2021 Banking & Finance Deal of the Year Award

Client: Citibank, N.A., ING Capital LLC, BofA Securities Inc., BNP Paribas, Citigroup Global Markets Inc., and JPMorgan Chase Bank, N.A., as Joint Bookrunners and Joint Lead Arrangers.

Summary of ESG Component: US$3,250,000,000 credit facility structured by Citibank, N.A., ING Capital LLC, BofA Securities Inc., BNP Paribas, Citigroup Global Markets Inc., and JPMorgan Chase Bank, N.A., as Joint Bookrunners and Joint Lead Arrangers and extended by certain financial institutions acting as lenders to Cemex, S.A.B. de C.V. (“Cemex”).

The loan focuses on a sustainable future, to ensure CEMEX’S ESG commitments, being this the first debt to be issued under CEMEX’s (recently announced) Sustainability-Linked Financing Framework.

The applicable interest rate can be adjusted based on the Company meeting key performance indicators related with (i) CO2 emissions, and (ii) installation of solar panels for producing electricity.

Amount: USD$3,250,000,000.

VI. Coca-Cola FEMSA – First Sustainability Linked Bond in the History of the Mexican Capital Markets

Client: Coca-Cola FEMSA, S.A.B. de CV. (“KOF”), Casa de Bolsa BBVA Bancomer, S.A. de C.V., Grupo Financiero BBVA Bancomer and Casa de Bolsa Santander, S.A. de C.V., Grupo Financiero Santander México.

Summary of ESG Component: These offerings were the first sustainability-linked bonds in the history of the Mexican market, and this was a landmark deal for ESG transactions.

KOF has a water use ratio of 1.49 liters of water per liter of beverage produced and, as part of this bonds offering, it committed to achieving a water use ratio of 1.36 by 2024 and 1.26 by 2026. The notes are subject to the achievement of these sustainability key performance indicators which will be verified by an independent third party and, in the event that such indicators are not met by the dates established, the interest rates of the notes will increase by 25 basis points.

With this sustainable financing strategy, KOF aims to address one of the most important issues where it considers that it can generate the most positive environmental impact: the efficient and sustainable use of water. The sustainability-linked notes will allow KOF to complement the financing alternatives with high environmental standards, enhancing the investments previously committed through a green bond issued in international markets. As part of this offering, KOF published a “Sustainability Linked Bonds Framework,” which aligned with the 2020 Sustainability Linked Bonds Principles, as administered by the International Capital Market Association, and includes the key performance indicators described before. Additionally, KOF obtained a second-party opinion from Sustainalytics US, Inc., in accordance with the industry best practices.

Amount: Equivalent to, approximately, US$470 million considering an FX conversion rate of $20 pesos per USD$1.

VII. Nemak – Sustainability Linked Bonds in Dollars and Euros and Tender Offer

Client:  I. Dollar Notes: (i) BofA Securities, Inc., (ii) Citigroup Global Markets Inc., (iii) J.P. Morgan Securities LLC, (iv) BNP Paribas Securities Corp., (v) BBVA Securities Inc., (vi) HSBC Securities (USA) Inc. and (vii) SMBC Nikko Securities America, Inc., as initial purchasers. II. Euro Notes: BBVA Securities Inc., BNP Paribas and HSBC Bank plc, as dealer managers and solicitation agents. III. Tender Offer: Banco Bilbao Vizcaya Argentaria, S.A., BNP Paribas, HSBC Bank plc, Merrill Lynch International, Citigroup Global Markets Limited, J.P. Morgan Securities plc and Banco Santander, S.A., as initial purchasers.

Summary of ESG Component: Both offerings of notes are subject to an interest rate step-up unless the issuer notifies the trustee that a sustainability performance target has been satisfied.

In June 2021, the issuer adopted a sustainability-linked bond framework setting out their sustainability goals with respect to one of their key performance indicators: Scope 1 and 2 Greenhouse Gas Emissions (“GHG Emissions”). Nemak has established a goal to reduce its GHG Emissions by a certain percentage by the end of 2030 as measured against the 2019 baseline year. This goal was validated by the Science Based Targets Initiative (“SBTI”) as being consistent with a global warming scenario and was announced by Nemak in March 2021. Based on this long-term science-based goal the issuer established a sustainability performance target to reduce its GHG Emissions by a certain percentage by the end of 2026 as measured against the 2019 baseline year, year, subject to certain exclusions related to significant acquisitions and changes in laws and regulations. The issuer intends to engage an External Verifier to verify its GHG Emissions data and engage with SBTI regarding its GHG data calculations. As a result of these engagements, the issuer may adopt new SBTI-approved goals in the future. The issuer intends to evaluate if such SBTI approved goals imply a higher reduction in GHG Emissions than the sustainability performance target defined in its framework and is committed to raise the sustainability performance target to align with its SBTI-approved goals that are in effect at any point in time.

Amount: I. Dollar Notes: US$500,000,000; II. Euro Notes: €500,000,000.

VIII. Coca-Cola FEMSA –144A Reg S Green Bond

Client: BofA Securities, Inc., J.P. Morgan Securities LLC y Morgan Stanley & Co. LLC (as representatives of the underwriters).

Summary of ESG Component: Registered offer and sale by Coca-Cola FEMSA, S.A.B. de C.V. (the “Issuer”) of U.S.$705 million principal amount of its 1.850% Senior Notes due 2032, guaranteed by Propimex, S. de R.L. de C.V., Comercializadora La Pureza de Bebidas, S. de R.L. de C.V., Grupo Embotellador Cimsa, S. de R.L. de C.V., Refrescos Victoria del Centro, S. de R.L. de C.V., Distribuidora y Manufacturera del Valle de México, S. de R.L. de C.V., Yoli de Acapulco, S. de R.L. de C.V., and Controladora Interamericana de Bebidas, S. de R.L. de C.V. Galicia advised the underwriters.

The notes are the Issuer’s first ever green bond in the international capital markets. The proceeds of the bond will be used to fund eligible green projects in service of the Issuer’s environmental sustainability strategy.

Amount: US$705,000,000.

IX. Bancomext – 144A Reg S Hybrid Green Bond

Client: Banco Nacional de Comercio Exterior, Sociedad Nacional de Crédito, Institución de Banca de Desarrollo (“Bancomext”).

Summary of ESG Component: Offer and sale by Bancomext (the “Issuer”) of U.S.$500,000,000 principal amount of its 2.720% subordinated preferred capital notes due 2031 (the “Notes”).

The Notes were issued by Banco Nacional de Comercio Exterior, Sociedad Nacional de Crédito, Institución de Banca de Desarrollo acting through its Cayman Islands Branch under Rule 144A and Regulation S of the U.S. Securities Act of 1933. The Notes are listed in the Global Exchange Market of Euronext Dublin.

The Notes are both (i) Tier 2 instruments and (ii) green bonds and this is a historic and landmark deal because it may be the first time that a Mexican national banking institution issue notes with this dual nature. This transaction offered the opportunity to investors to diversify their portfolio in an ESG instrument. The proceeds were used to existing or future investments in, or financings of, Eligible Projects.

The Mexican Central Bank (Banco de México) approved the offering of the Notes given their nature as Tier 2 instruments. Additionally, in terms of the regulation, the indenture of the Notes was executed before the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores). Furthermore, the Notes are registered with the special registry of public indebtedness of the Mexican Ministry of Finance (Secretaría de Hacienda y Crédito Público). Galicia assisted Bancomext in obtaining all such regulatory approvals and registration.

Amount: US$500,000,000.00.

X. Nafin – 144A Reg S Green Bond

Client: Nacional Financiera, Sociedad Nacional de Crédito, Institución de Banca de Desarrollo (“Nafin”).

Summary of ESG Component: This was the first issuance of a green bond by a national bank in Latin America.

The net proceeds from the issuance of the notes will be used to fund, in whole or in part, the financing of, or investments in, Eligible Green Projects (as defined below). Nafin will monitor and account for the net proceeds in order to ensure the allocation of such net proceeds is directed towards investments in Eligible Green Projects.

“Eligible Green Project” means any project meeting the Eligibility Criteria (as defined below), (i) committed after the issuance of the notes, (ii) committed before the issuance of the notes but funded or disbursed after the issuance of the notes and/or (iii) funded or disbursed during prior years.

“Eligibility Criteria” means being related to renewable energy, including, but not limited to, wind energy generation and/or wholly dedicated transmission infrastructures for wind projects.

In addition, NAFIN intends to make available an annual report on the use of proceeds described above, as well as, where feasible, information on the environmental outcome of the Eligible Green Projects.

Amount: US$500 million.

XI. NAICM – 144A Reg S Green Bonds

Client: Citi, HSBC, J.P. Morgan, BBVA, Santander, Credit Agricole, Inbursa, MUFG, and Scotia as initial purchasers.

Summary of ESG Component: The proceeds of the notes were used to pay the consideration of the purchase of collection rights (securitization). An amount equal to each installment of the consideration price would be used to partially fund the design, construction and development of a new airport in accordance a Green Bond Framework. The Sponsors will make available the quarterly Green Bond Reports on the allocation of amounts equal to the net proceeds in accordance with the Framework which will include, where feasible, information on the environmental impact of the eligible green projects within the new airport. The Sponsors will engage an appropriate external reviewer to review the allocation of the net proceeds on an annual basis and provide a report opining on its conformity with the Framework.

Amount: Four bonds issued for US$6 billion.

XII. AC Bebidas (an Arca Continental Subsidiary) – Green Bond Issued in Mexico

Client: AC Bebidas, S. de R.L. de C.V. (“AC Bebidas”) as issuer and Casa de Bolsa BBVA Bancomer, S.A. de C.V., Grupo Financiero BBVA Bancomer, Casa de Bolsa Santander, S.A. de C.V., Grupo Financiero Santander México and Scotia Inverlat Casa de Bolsa, S.A. de C.V., Grupo Financiero Scotiabank Inverlat as underwriters.

Summary of ESG Component: Third and fourth public offerings by AC Bebidas, S. de R.L. de C.V. of notes in Mexico (certificados bursátiles) worth MXN$4,650’000,000.00.

The proceeds were used by the company to refinance loans that were used or will be used for investment in capital expenditures considered as “Green Projects” in terms of the issuer’s framework. Such “Green Projects” consist in (i) renewable energy, energy efficiency, pollution prevention and control, clean transportation, use of water and water treatment, and products adapted to the ecologic economy and or circular technologies and production procedures.

A second party opinion was obtained from Sustainalytics US Inc.

Amount: Third offering: Approximately US$83,000,000.00; Fourth offering: Approximately US$150,000,000.00; Total: Approximately US$235,000,000.00

XIII. Cadu –Green Bond Issued in Mexico

Client: Corpovael, S.A.B. de C.V. (“Cadu”).

Summary of ESG Component: First green bond offering by Cadu in the Mexican market. The notes are guaranteed by a cash reserve fund equivalent to 10% of the issuance. Also, the notes are partially guaranteed by an irrevocable and unconditional guarantee granted by the Inter-American Investment Corporation and by Sociedad Hipotecaria Federal.

The green bonds were issued under the Green Bond Framework Program established by Cadu, which includes a process by which revenues will be tracked, allocated and managed, and commitments have been made to report on the allocation and impact of the use of those revenues.

Income from Cadu’s green bonds was allocated to refinance Cadu’s housing projects aligned with an environmentally friendly framework, for example, projects that had the ECOCOSA certification derived from the Federal Government’s Financial Cooperation Program for the supply of Sustainable Housing in Mexico, and EDGE (Excellence in Design for Greater Efficiencies) certification which is a green building standard and certification system developed by the International Finance Corporation applicable in 140 countries, or any other environmental certification approved by the Climate Bonds Initiative (the “Green Projects”), which will lead to positive environmental impacts by promoting the development of energy efficiency in Mexico.

The Green Projects should also have to be aligned with the United Nations Sustainable Development Goals, aiming to make cities and human settlements inclusive, safe and sustainable, and should make a timely commitment to ensuring access to adequate, safe and affordable housing by 2030.

Amount: MXN$502’100,000.00.

XIV. Grupo Vasconia – Sustainable Bond – First Sustainable-linked Bond in the Manufacture Industry in Mexico

Client: Grupo Vasconia

Summary of ESG Component: Galicia acted as deal counsel and advised Grupo Vasconia and the underwriters in connection with the first sustainable link bond of Grupo Vasconia.

Amount: US$27 million

XV. BBVA – Sustainable-linked notes

Client: BBVA México, S.A., Institución de Banca Múltiple (“BBVA”) and Casa de Bolsa BBVA México, S.A. de C.V., Grupo Financiero BBVA México as underwriter.

Summary of ESG Component: The notes were issued in Mexican pesos and are due on June 2026. The notes were issued in accordance with BBVA’s global SDG framework and receive a SPO from DNV GL Business Assurance España, S.L.U. This is the first sustainable public offering issued by a private bank in Mexico taking as reference rate the “TIIE de Fondeo”. The notes received AAA ratings from Fitch Ratings, Moody’s Local México and S&P Global Ratings. BBVA is a public limited company authorized to operate as a subsidiary multiple banking institution incorporated in accordance with Mexican law. BBVA has presence throughout Mexico, serving its customers through a wide network of branches and other distribution channels such as ATMs, banking correspondents, point-of-sale terminals, internet, digital channels, among others. BBVA is primarily focused on distributing banking products and services.

Amount: US$500 million

XVI. GRUPO HERDEZ – Sustainable-linked notes

Client: Grupo Herdez, S.A.B. de C.V.(“Grupo Herdez”) as issuer and Casa de Bolsa BBVA México, S.A. de C.V., Grupo Financiero BBVA México as underwriter.

Summary of ESG Component: Galicia acted as deal counsel and advised Grupo Herdez and the underwriter in connection with the first sustainable link bond of Grupo Herdez for a total amount of MXN$3,000,000,000.00. The notes were issued in fixed and variable tranches in Mexico. This was the first sustainable linked offering of Grupo Herdez and one of the first ones in the Mexican market. https://grupoherdez.com.mx/category/inversionistas/

Amount: USD$1.5 billion approx

Likewise, we routinely perform human rights on labor-related matters of corporations and supply chain due diligence that have  been instrumental in avoiding risks to board’s exercise of business judgement rule and fiduciary duties.

Our advice in Social, Human Rights and Pro Bono Work includes, diversity, equity, and inclusion, pro bono work (focused on women and girls of indigenous communities in Mexico), labor standards and employee relations, human rights (due diligence in investigation on human rights and structuring of policies), among others.

Internally (details on programs and initiatives included in our ESG – Green Guide submission) we have been very active making sure that each member of the Galicia Team becomes the first beneficiary of our responsible and sustainable focus culture with health and wellness programs and communication campaigns, as well as promoting volunteering work and community engagement.

Has your firm implemented any internal best practices?

ESG is more than good intentions. It is about creating a tangible, practical plan that achieves real results. Success is not about climate change, diversity, pro bono, or the provision of ESG legal services. It isa bout embedding these principles across our firm by implementing best practices, mentoring programs, DEI initiatives, training in soft skills and creating a unique culture.

Our Environmental & Sustainability Model has become the framework in which we have been able to reflect these principles and practices and make them tangible to all collaborators and clients, by focusing our efforts on immediate actions and hot topics, those in which we should be creative, innovative and must excel in our day-to-day operations.

Our Model is in constant evolution. It facilitates the implementation of best practices thorough our culture. One that infuses ESG standards and metrics right through our 4 pillars(Talent, Community, Integrity, and Environment). Individually, each one of these pillars supports the others through transversal actions to ensure a seamless growth between them.

Renowned international publications have ranked this model as one of the 2021 top six Environmental & Sustainability Programs in Latin America and our responsible business strategy, integrating an ESG practice with a firepower team, has been noted abroad by being shortlisted in categories such as 2022 Net-Zero Transition Award, among others.

In Galicia, #WeWalkTheTalk. During the last years, we have implemented internally several DEI, Wellness and ESG-related best practices, following we share some examples:

  • Environmental Awareness Campaigns, Reforestation Volunteering and Participation in activities that promote healthy living and strengthen our teamwork culture (i.e., Galicia Wellness: five runs and daily exercise: Siclo, Yoga, etc.).
  • New Corporate Governance effective last January 2022, considering inclusive participation in strategic and operational committees of employees from all levels and areas of the firm. 34% of #GaliciaWomen integrate our corporate governance bodies, including the Executive Committee.
  • Our Core Competency Development Program is an innovative initiative that helps to identify and develop core competencies for all stakeholders. The Firm’s partners are the most important a motivators and leaders within the organization. We invest in and help them develop and maximize their leadership potential.
  • Sustainable Home Office, Sustainable Mobility, Smart Use of Energy & Water, are among other Environmental and Sustainable Awareness initiatives.

Has your firm joined any external ESG-related projects, networks, or initiatives?

Galicia is signatory of the following international initiatives:

  • UN Global Compact – We are signatories to the world’s largest corporate initiative generated by the UN to achieve, through specific actions, the 17 Sustainable Development Goals (SDGs) by 2030. through our Sustainability Model with ESG Standards as a framework for our institutional corporate social responsibility strategy.
  • UN Women Empowerment Principles (WEPs)–Signatories of this UN initiative, through which we ensure that our talent recruitment and retention policies, as well as our career plans, comply with gender equality and generate empowerment of #GaliciaWomen, at all levels of the organization.
  • The Green Pledge – Through this initiative, we seek to raise awareness of the significant carbon footprint of dispute resolution practices. The Green Pledge campaign addresses the need for environmentally sustainable practices in arbitration. At Galicia, we are committed to reduce our carbon footprint.

What are your firm’s ESG-related goals?

  1. To be the leading firm in Mexico in the provision of ESG services and to have the best talent to advise our clients
  2. Strengthen the team by involving top talent from related areas
  3. Internal training on the relevance of the practice and which aspects are essential depending on the sector
  4. Become the go-to firm in ESG matters in Mexico and provide expert training to clients on relevant sustainable aspects identified in their sector/operations

Is your firm involved in any relevant pro bono work?

Galicia’s institutional strategy on pro bono work has made extraordinary efforts to help bridge the gap in access to justice by addressing some of the most prevalent social disparities experienced by vulnerable groups of the Mexican population. Over the past years, the firm has implemented a robust pro bono program that ensures advisers both meet and exceed their pro bono targets (minimum of 20 hours a year per collaborator).

Over the past months, the Galicia team collectively recorded a total of +2,010 hours of pro bono work with the participation of more than 87% of its total headcount.

Galicia’s pro bono strategy aims to assist in work involving several practice areas, which provides a comprehensive level of advice. More than 67% of our total pro bono work has 2 or more practices involved.

#ProBonoThatChangeLives

Our efforts were redirected to consider and measure pro bono work by direct impact, giving greater attention to the work that drive the largest amount of social change and beneficiaries, with special focus on children with terminal illnesses and indigenous families, women, and girls. We aim to change lives, not to have the largest number of clients or pro bono hours. We see beyond that and focusing on the benefits of each minute dedicated to our program have become our main motivator.

Over the last years and after the pandemic exposed critical social crises taking place across Mexico ́s most vulnerable groups, Galicia stepped up its pro bono response by incrementing the number of members in its Pro Bono Committee. The firm provided free legal assistance to 58 non-governmental organizations in the last 17 months. These ONGs received assistance from a much stronger, mulltipractice, impact-focus program.

It seems that talking about the pandemic is no longer fashionable. In Mexico, there are communities that still must cope with devastating effects of this disease and its variants. By being focus on the long-lasting impact of our work in vulnerable people ́s lives, has given our Pro Bono Program a true meaning by becoming part of something much bigger than simple data.

We are very proud to share some of the data that reflects the number children in vulnerable situations and mostly women and girls from indigenous communities in Mexico, benefited by our Pro Bono work:

Red Pro-Bono para las Américas: Our Pro Bono work consisted in the detailed research of 34 euthanasia legislations in Mexico, regarding the legal advice for a dignified death of vulnerable groups in Mexico.

Niño x Niño, AC: Altruistic association that supports low-income children so that their illnesses are identified in a timely manner, with early diagnosis, complete and quality treatment. The number of children directly benefited over the past 17 months is over 600

Fundación Dr. Sonrisas (www.drsonrisas.org): Helps ill children with cancer diagnose to receive treatment and a place to stay in their final terminal stage of the disease. Dr. Sonrisas helps over 127 children per month, for 1,524 children per year

Ecokali (Sustainable Entrepreneurs) (https://ecokali.weebly.com): Helps indigenous communities by promoting their eco-friendly products. Direct impact of our Pro Bono work: 20 indigenous families (increasing every month)

The Impossible Orchestra (www.theimpossibleorquestra.com): 2020 Covid initiative created by orchestra conductor Alondra de la Parra to raise funds to help indigenous women and girls in Mexico. To date, more than US150,000 have been raised by Fondo Semillas and Save The Children Mexico

Conservacon Humana, AC* (http://www.chac.org.mx): Assists the Huichol indigenous community located in Tuapurie (Jalisco, Mexico) to cope with the Covid-19 crisis. Direct impact of our Pro Bono work: more than 5,000 huicholes received medicine, vaccines, and medical assistance

*(Details of this specific Pro Bono work included below provided as an example of our focused commitment with indigenous communities in Mexico)

By being focus on assisting the most vulnerable groups in our society, the firm has been heavily involved in raising internal awareness about the importance of pro bono work with indigenous communities.

This awareness skyrocketed internally because of our participation in the Tuapurie Project, which aimed to provide legal advice on matters of health & pharmaceutical regulations to an NGO (Conservación Humana, A.C.) who assists the Huichol indigenous community located in Tuapurie (Jalisco, Mexico) to cope with the Covid-19 crisis.

Our lawyers were able to achieve the delivery of the necessary supplies of vitamins, medicines, facemasks, thermometers, oximeters, medical instruments and informational brochures about the Covid-19 virus, the diseases it causes, health measures, personal protection advice and other vital information to make it through this pandemic. Time was of the essence since numerous cases of the disease were reported and some of the elderly and most respected members of this ancient community – whose most important role is to pass on their ancestors’ knowledge to younger generations-died from Covid-19 including the Marakame (“wise man” of the Huichol community).

The complexity and risks of the pro bono work provided involved activities that represented safety risks due to the presence of organized crime activities from drug cartels present in the surroundings of the main highways and roads that access the routes to the ever isolated and millenary culture of the Huichol community in Mexico. The impact of this work assisted more than 5,000 indigenous people of this community (details of this project are available, if required).

Integral Program

Since 2020, the firm’s pro bono program is an integral part of the Community Axe of Galicia’s Sustainability Model. In doing so, Galicia’s pro bono program stands out because of its unique structure and multipractice approach.

With this integral support, our pro bono program created a unique framework that measures pro bono hours completed by the firm and its lawyers but setting out individual and collective goals to reach by promoting multipractice collaboration and impact of work.

The firm has a dedicated pro bono committee who stablishes and organizes all clearinghouses’ and pro bono client’s work. Galicia’s pro bono program also focuses to drive wider systemic change by providing specialized regulatory and tax advice and training in IP & Data Privacy to NGOs, non-profit organizations, and entrepreneurs, to comply with legal requirements and continue their activities on a wide scale and with minimal disruption.

Our pro bono work also includes alliances with UNHCR and several clearinghouses such as Appleseed, Estandares Pro Bono Mexico, Abogadas MX, Cyrus R. Vance Center for International Justice, Fundación Barra Mexicana de Abogados – Colegio de Abogados, Centro Mexicano Pro Bono, and the ABA Rule of Law Chapter, among others.

These past 2 years, Galicia’s Program has been recognized as Pro Bono Leading Light by the Cyrus R. Vance Center for International Justice for having a robust, unique, and integral program with initiatives and guidelines that have a true and meaningful purpose.

Have there been any recent non-confidential stand-out matters that were particularly innovative, pioneering, or complex?

Over the last couple of years, our teams have been undisputed frontrunners in several ESG areas in complex and first-of-its-kind ESG transactions legal advice:

  • Banking & Finance and Capital Markets (please see transactions included in response no. 3)
  • Environmental & Climate Change:
    • Costco – General ESG and climate change consulting services
    • Advisory to project developers [name withheld as negotiations with landowners and financers are still ongoing] on the generation and placement in voluntary international markets of blue and green carbon bonds to offset GHG emissions
    • EDPR – Consulting services for the environmental aspects of the development of several windfarms and other renewable projects in Mexico
    • Bunge Foods – Updating and fine-tuning the regulatory environmental and climate aspects of the company’s flour mills in Mexico.
    • Cargill – Environmental, waste, and circular economy consulting services for Cargill operations in Mexico
    • Citi – We routinely advise Citi group on the environmental and climate aspects of the credits they grant to borrowers
    • Stepan Company – We have advised Stepan in the environmental and water efficiency and environmental footprint aspects of their complex chemical production business.
  • Compliance: A significant number of confidential clients have asked us for expert advice on the generation and implementation of certain compliance policies and investigations
  • Fundamental Human Rights: We have provided legal advice to confidential clients focused on the elaboration of compliance matrices related to labor human rights obligations.

When did ESG, climate change and/or sustainability become an area of focus at your firm?

Since Galicia’s foundation in 1994, the firm prioritized building a responsible business with a unique culture with a sustainable focus on environment, pro bono, integrity and diversity, equality & inclusion standards, through various internal initiatives and programs.

This meant that after more than 28years, all sustainable-related aspects of our operations have been weaved throughout into Galicia’s culture. This has allowed us to integrate one institutional program that, today, has positioned our Firm in the center of the Mexican and Latin-American legal markets.

The firm has recognized the importance of the ESG agenda for many years, both from a customer perspective and as a standard for improving our own processes and operations, as reflected in our Sustainability Model.

Our comprehensive understanding of corporate sustainability and responsible investment as a fundamental part of our institutional strategy led to the formalization of the ESG practice in March 2021.

The formal implementation of a comprehensive ESG practice and the commitment to sponsor The Legal 500 – Green Guide for the next 3 years, is one of the clear examples of Galicia’s true commitment to become an agent of change in the Mexican and Latin-American legal sectors.

Today, Galicia leads the financial market with first-of-its-kind sustainable-linked transactions with ESG components that have received nominations and awards in recent months for their innovation, creativity, and complex structures with attention to clients’ Sustainability Performance Targets.

What has driven your firm’s involvement in a green transition? (Client demand? Business case? Personal attitudes/beliefs/initiatives?)

First and foremost, we believe in a stakeholder-focused sustainable generation of value for our clients and ourselves.

This commitment has guided the institutionalization efforts that Galicia started since 2008 and has served as a guardrail in the difficult business decisions that we have to take in an increasingly complex and competitive market.

In this context, developing a blueprint for a green transition at the Firm, has evolved naturally for us, as a way to futureproof our business and to ensure that we reflect to our clients and collaborators that we walk the talk, particularly in the light of how easy it is, in the Mexican legal market, to greenwash a business plan (and get away with it).

Seeing how our clients increasingly seek our counsel on ESG matters, has proven that we are on the right track and that the decision we took so many years ago –to let environmental and sustainability concerns inform our culture’s DNA and way of doing business-was not only the correct one, but actually, the only one to make.

As an Institution, we seek to permeate a unique culture, dedicated to building its foundations with a sustainable approach and this is what we do, providing ESG legal advice to our clients, but to be congruent we must believe and be what we sell, and this has been the most gratifying part of the process.

These issues are relevant as part of our culture and because of their importance to ensure that our team identifies with our values and embraces these principles, given that one of the challenges in retaining our talent is to ensure that people find a purpose that results in having an impact on society. In a country like Mexico, all of us in Galicia are convinced and committed to making a long-lasting impact in ourselves, generations to come and in our society.

In Galicia we are excited to culminate many years of effort with a clear vision. Having a culture that allows us to provide the tools to become an agent of change is, among other things, what motivates us to continue this path. We believe that the green transition is only possible if we work together.

Do you have any strategic plans to expand your work or your initiatives in this area in the future?

Absolutely, ESG is no longer an option, but a must for our firm. Our ESG practice definitively has granted our firm an additional advantage in the market by advising our clients with ESG related needs.

We consolidated some of the practice areas already engaged in related ESG activities to be able to assist in a holistic multidisciplinary way our clients. As soon as we announced the formalization of our practice, we received many request for advice by some of our publicly held clients.

The major immediate impact was in the financial activity as a factor for credit rating agencies, but all our teams are strengthening their teams with the best talent in the market.

Where do you see the future of ESG/sustainability in the legal community (both in terms of legal offerings and firms’ best practices)?

As is true for most of the other sectors in the economy, integrating ESG factors is no longer an issue of “should”, but a “must” for legal services providers.

Indeed, those firms that are not capable to provide their services consistently and demonstrably in a sustainable manner (as opposed to the unfortunately still too frequent tokenistic, virtue-signaling practices), will be relegated, and loose increasingly bigger shares of the market, will fail to retain talent, and are destined to irrelevance in the mid-term.

On the other hand, we are strong believers that ESG is not the buzzword of the season but is the way that capitalism will evolve in the coming decades. As such, the appetite that we have seen from clients for legal services in this area, is only expected to increase and become the norm. We are betting on it.

In fact, our ESG practice has become a clear differentiator in a crowded legal market, granting our firm an additional advantage when competing for new clients, and when advising the existing ones, by adding the ESG-scope to the counsel we provide.

We share some of the collaborations and articles in which we have been participating and with internationally renowned publications, colleagues and firms:

Regulatory Competition (Elite Edition)

Publication: GCR (Global Competition Review) y Lexology

Collaboration / Topics: GCR Americas Antitrust Review 2023 (Mexico Chapter)

Status / Link: Mexico Chapter in review by editors (Pending Publication)

Regulatory Compliance (Elite Edition)

Publication: GIR (Global Investigations Review) y Lexology

Collaboration / Topics: The Guide to Compliance LatAm (First Edition – Mexico)

Status / Link: Mexico Chapter in review by editors (Pending Publication)

Energy – Oil & Gas (Elite Edition)

Publication: Chambers Global Practice Guides

Collaboration / Topics: Energy: Oil & Gas – 2022 Edition

Status / Link: Chapter in review by editors (Pending Publication)

Energy (First Elite Edition)

Publication: Chambers Global Practice Guides

Collaboration / Topics: 2022 Alternative Energy Guide – Q&A and Law & Practice (First Edition)

Status / Link: Both sections in review with editors (Pending publication)

Intellectual Property & Data Privacy (Elite Edition)

Publication: Chambers Global Practice Guides

Collaboration / Topics: Sensitive personal data in the digital era: a Mexico Data Protection Law perspective – Article (T&D)

Status / Link: 2022 elite edition – Published March 2022

Environment (Elite Edition)

Publication: Chambers Global Practice Guides

Collaboration / Topics: 2022 Climate Change Guide/Expert Focus – Topics: 1) Diversity Reporting and 2) Carbon Deforestation

Status / Link: Both sections in review with editors (Pending publication)

ESG (Elite Edition)

Publication: Latin Lawyer

Collaboration / Topics: The Guide to ESG (First Edition) – Collaboration with Antonia Stopler (Sherman & Sterling) (Elite Edition)

Status / Link: Article currently in elaboration by our teams

Environment (Third Edition)

Publication: ICLG Global Legal Group

Collaboration / Topics: 2023 Environment & Climate Change Law – Mexico Chapter

Status / Link: Article 1/3 – Published last Nov 2021; Article 2/3 – Published last March 2022

Energy – Renewable Second and Third Editions

Publication: ICLG – International Comparative Legal Guides

Collaboration / Topics: Renewable Energy 2021-23 – Practical cross-border insights into renewable energy law

Status / Link: 2022 edition – Published last Nov 2021; 2023 edition currently in elaboration by our team

Energy

Publication: Lexology GTDT

Collaboration / Topics: Gas Regulation

Status / Link: December 2022

Tax and ESG (Elite Edition)

Publication: ITR / World Tax

Collaboration / Topics: Net Zero Transition – Mexico’s position addressing climate change – A tax policy analysis

Status / Link: Article Published January 2022

Labor

Publication: Portobello Legal Group

Collaboration / Topics: 2022 International Employment Lawyer’s Comparative Guide to Workplace Investigations

Status / Link: October 2022