Carlos R. Valencia is the founding partner of VALENCIA CONSULTING. Prior to the launching of his boutique firm, he was Principal Partner and leader of the Corporate M&A practice group of the Mexico City office of Baker & McKenzie.

Prior to Baker & McKenzie, Carlos was the founding and managing partner of the Mexico City office of Thompson & Knight y Valencia (today Holland Knight) and subsequently founder and managing partner of the Mexico City office of DLA Piper. Previously he was a partner of Sanchez-Mejorada Velasco y Valencia.

Mr. Valencia has been consistently ranked for over 30 years by both Chambers Global and Chambers Latin America as a leading lawyer in Corporate/M&A and TMT. Chambers reports that Mr. Valencia’s clients praise his “masses of experience and knowledge of the matters on which we consult him, as well as great negotiation skills and excellent working relationships with the government and businesses.” According to Latin Lawyer 250, clients also describe him as “quick to respond, regardless of the request, and wonderful to work with”.

Mr. Valencia is also included in The Best Lawyers in Mexico® , Who’s Who Legal –Mexico; Latin Lawyer 250; Legal 500; and Latin American Corporate Counsel (LACCA) rankings; and is a past winner of the General Corporate Category for Mexico in the International Law Office Client Choice Awards, based on nominations from corporate counsel and client reviews.

Practice Focus

Carlos R. Valencia serves as a legal advisor to domestic and multinational companies -both publicly traded and private- in connection with complex cross-border commercial transactions, mergers and acquisitions, restructuring and reorganizations, public and private project financing, in regulated and unregulated industries, particularly in the TMT sector.

In addition, Mr. Valencia has participated in different capacities in four of the five most relevant cross-border restructuring processes since the promulgation of the Mexican Reorganizations Law (Ley de Concursos Mercantiles) and has served as a mediator and counsel in mediation processes.

Representative Publications and Presentations

Mr Valencia is a frequent lecturer and speaker at professional and trade organizations in Mexico and abroad. He has been a frequent contributor to International Law Office and Lexology and has published, among other:

−  Co-author, “Telecom Reform: The Acid Test of The Pacto por México,” Latin American Law & Business Report (published by World Trade Executive, a part of Thomson Reuters), Volume 21, Number 3, March 2013

−  “Out-of-Court Restructuring: Brief Notes on the Mexico Experience,” Latin American Law & Business Report (published by World Trade Executive, a part of Thomson Reuters), December 2012

−  “Pressure builds for changes to industry regulation,” International Law Office Telecommunications Newsletter, Mexico, April 6, 2011

−  “Potential lifting of foreign investment limitations heads industry agenda,” International Law Office Telecommunications Newsletter, Mexico, April 14, 2010

−  “Key players jockey for position in communications market,” International Law Office Telecommunications Newsletter, Mexico, April 7, 2010

−  “Dark fiber auction plans: a competitive step forward,” International Law Office Telecommunications Newsletter, Mexico, March 31, 2010

−  “Ministry of Communications Prepares for Spectrum and Dark Fibre Auctions,” International Law Office Telecommunications Newsletter, Mexico, June 10, 2009

−  “Regulator Confirms Interconnection and Interoperability Plan,” International Law Office Telecommunications Newsletter, Mexico, June 3, 2009

−  “Federal Communications Commission Issues Interconnection Plans,” International Law Office Telecommunications Newsletter, Mexico, May 21, 2008

−  “Regulator Announces Calendar for Implementing Number Portability,” International Law Office Telecommunications Newsletter, Mexico, July 11, 2007

−  English-Spanish / Spanish-English Legal Dictionary, Wiley Law Publications, Member of Editorial Advisory Board, 1993

−  “Fundamentals of Doing Business with Mexico after the Exchange Control,” 14:3 St. Mary's Law Journal 683, 1983

−  “The International Sale of Natural Gas: The Pemex-Border Gas, Inc. Contract,” 17:1 Texas International Law Journal 15, 1982

Professional Affiliations and related work

−  Member, Mexican Bar Association; Past-Chair, Foreign Investment Committee and Telecommunications Committee: current Chair Business Law Committee

−  Member, Inter-American Bar Association

−  Member, American Bar Association; International Law and Practice Section; Vice Chair, Mexican Law Committee, 1991-1992; Co-Chairman, 1993-1997

−  Member, National Association of Corporate Lawyers

−  Co-Chair, Organization Committee, International Law and Practice, Annual Fall Meeting of the American Bar Association (held in Mexico City), 1994

−  Member, University of Texas Ex Students Association, Mexico City Chapter; President, 1989-1992

−  Member, Texas Advisory Board, 1992-1996

−  Member, US-Mexico Law Institute; Director, 1993-1997

−  Member, Mexican Mediation Institute, 2002-present

−  Visiting Professor, University of Florida School of Law, February 2000

−  Assistant Professor, Administrative Law, Escuela Libre de Derecho, Mexico City, 1979-1980

−  Phi Delta Phi – International Legal Honor Society (Gustavo R Velasco Inn), Past- President

Education and Admission

−  Escuela Libre de Derecho, Mexico City: Abogado (J.D.) 1978

−  Georgetown University Law Center, D.C.: O.P.A.L., Summer 1980

−  University of Texas School of Law, Austin, Texas: Master of Comparative Jurisprudence, 1981

−  Admitted in the United Mexican States, 1978

−  Harvard Business School Leadership Course (with DLA Piper), Fall 2013

−  Harvard Law School, Program on Negotiation – Mediating Disputes, Fall 2019

Pro bono and Community Involvement

−  Founding member, PVO Mexico, A.C.; Secretary of the Board; former legal advisor

−  Founding member, Special Olympics-Mexico Chapter; former secretary of the board

and legal advisor

−  Appleseed Mexico, Honorary Board member (until 2019)

Representative Clients, Cases or Matters

MANUFACTURING, WHOLESALE AND DISTRIBUTION

Counsel to a French based automotive supplier conglomerate in connection with the development of a new facility to provide products worldwide and with various corporate and transactional matters

Mexican counsel to a Japanese global electronics manufacturer in the sale of its Mexican facilities

Counsel to a US based global home accessories manufacturer in connection with the acquisition of a Mexican publicly traded company

Counsel to a Mexican based engineering firm in connection with its venture in China, including the design and implementation of its structure for purposes of its intended international expansion

Counsel to Wolverine World Wide, a US based global footwear manufacturer, in connection with a joint venture in Mexico and the unwinding of distribution agreements

Mexican counsel to a global natural sweetener company in connection with the financing of its Mexico operations

Counsel to a European plastic bulk container manufacturer and refurbishing company in connection with its joint venture in Mexico

Counsel to a Mexican investor group in its contribution of a group of franchises to a private equity fund and subsequent IPO

Mexican counsel to a US based transportation group in Mexico in connection with the sale of its business to a major US-based automobile lease company

Counsel to the leading fuel tank manufacturing company in Mexico in its acquisition by a European industrial conglomerate

Counsel to the largest retailer of aftermarket tires for cars, trucks and SUVs on the negotiations related to its efforts to sell the company to an investment fund

Mexican counsel to an international industrial mining corporation in the acquisition of the mines division from the largest Mexican glassmaker, including regulatory aspects and foreign investment and antitrust issues

Mexican counsel to a global provider of prepaid services in connection with an M&A transaction in Mexico

Counsel to an insurance management solutions provider in connection with the acquisition of a Mexican company

Mexican counsel to a major projection display and visualization solutions company in connection with a joint venture in Mexico

Mexican counsel to a global provider of pigment dispersion solutions in connection with an acquisition in Mexico

Counsel to Fenner Dunlop in connection with its Mexico business

Counsel to a Spanish energy company in connection with the establishment of a Mexico presence

Mexican counsel to a global commodities trader in connection with its Mexico business

Mexican counsel to a global logistics and international freight forwarding conglomerate in connection with the acquisition of a Mexican company

Counsel to a global manufacturer of synthetic rubber in a joint venture with the world's largest producer of carbon black; provided advice on foreign investment and the negotiation of ancillary agreements

Mexican counsel to a national food ingredient and product manufacturing company in the joint venture and subsequent acquisition of Arancia

Mexican counsel to a Mexican chemical and allied products company in the organization of a private bid process to sell its interests to a foreign company

Mexican counsel to a major mining conglomerate in the acquisition of various royalty interests in Mexico

Mexican counsel to a major UK reinsurance company on its Mexico corporate, transactional and regulatory matters

Counsel to a Mexican national mortgage banking institution in its joint venture negotiations with and the sale of control to a multinational equity fund

Counsel to the Mexico City-based investment banking firm of Pablo Rion y Asociados on various merger and acquisition matters

TMT

Mexican counsel to Axtel, a telecommunications carrier, in connection with the divestiture of its data center assets.

Mexican counsel to Axtel in connection with the divestiture of its FTTH business.

Mexican counsel to Axtel in connection with the divestiture of other material telecom and non-telecommunications assets.

Mexican counsel to Axtel in connection with its participation in the Wholesale Shared Network (red compartida)

Mexican counsel to PayClip in connection with its fintech regulatory and transactional matters

Mexican counsel to Lufthansa AirPlus in connection with service offerings in Mexico

Mexican counsel to Axtel-Alestra in connection with transactional and regulatory matters, including post-integration regulatory and transactional issues

Mexican counsel to AT&T (AGNS) in connection with post Iusacell acquisiton matters in Mexico

Mexican counsel to Mexis in connection with regulatory and transactional issues related to a private equity transaction, and subsequent transactional and corporate governance matters

Mexican counsel to AT&T in regulatory and transactional matters with Mexican telecom carriers

Mexican Counsel to AT&T in connection with the analysis of its possible participation in the privatization of Telmex

Mexican counsel to AT&T in connection with the negotiation and structuring of a joint venture with Grupo Alfa for the incorporation of Alestra

Mexican counsel to Alestra in transactional, corporate, M&A and regulatory matters, including the application for and obtainment of its telecom carrier's license; private project financing; floating of bonds in the US market; debt restructuring and related antitrust matters; and regulatory aspects of cloud and broadband services

Mexican counsel to the new carriers entering the Mexican market in the negotiation of the first ever interconnection agreement with Telmex

Mexican counsel to a European security telecommunications solutions provider in the negotiation of agreements with state governments for the implementation of a security network, as well as transactional and regulatory advice

Mexican counsel to Loral Space & Communications in Mexican joint venture negotiations with a Mexican partner, and the structuring of the winning bid for the Mexican satellite system (Satelites Mexicanos)

Mexican counsel to Loral Space & Communications – Globalstar in connection with joint venture negotiations related to Globalstar de Mexico, including regulatory issues

Mexican counsel to Satelites Mexicanos (SATMEX) in connection with regulatory, transactional and corporate matters including the obtainment of a landing rights concession, issuance of debt in the US market and two restructurings

Mexican counsel to Satelites Mexicanos as Secretary of the Board from privatization through 2008

Mexican counsel to a European satellite communications company in its 2007 bid to acquire Satelites Mexicanos as a consequence of its restructuring

Mexican counsel to Liberty Media Corporation in connection with its Mexico business, including the sale of Portatel del Sureste, S.A. de C.V., a Mexican telecom carrier

Mexican counsel to Liberty Media Corporation in connection with joint venture negotiations with the largest subscription media company in Mexico

Mexican counsel to Lucent Technologies in connection with regulatory and transactional issues related to the sale of telecom equipment and software licensing to Mexican telecommunications carriers and other customers, and regarding the structure and implementation of various secured and unsecured supplier credit transactions geared toward its securitization in the US market

Mexican counsel to Alestra in the negotiation of licensing and other agreements with customers and suppliers, including frame agreements with the largest wire and wireless telecom carriers in Mexico and Latin America

Mexican counsel to a United States banking group in connection with the negotiation and execution of a development environment agreement and of a production environment agreement for the outsourcing into Mexico of its banking transactions

Mexican counsel to Konsberg Satellite KSAT in connection with its services into the Mexican market

Mexican counsel to CapRock Communications Inc. a Houston-based satellite services company (today SpeedCast International) specializing in the cruise and energy industry in the implementation of its Mexico strategy and incorporation of subsidiaries, including regulatory and transactional aspects of its operations in Mexico

Mexican counsel to the largest travel reservations system corporation in the US on corporate and transactional issues, including foreign investment

Mexican counsel to a leading offshore IT and software development company in connection with its Mexico operations

Mexican counsel to a domestic security and value added services company

Mexican counsel to a US mobility services provider in connection with its Mexico transactions

Mexican counsel to a global information technology, consulting and outsourcing services in connection with its Mexico transactions

Mexican counsel to one of the largest US-based international accounting and business solutions software manufacturer in the negotiation of a joint venture agreement with local investors; provided relevant regulatory advice

Mexican counsel to a global software solutions corporation and its Mexican subsidiary

Mexican counsel to a US based media company in connection with the acquisition of carriage and programming rights in Mexico

RESTRUCTURING

Mexican counsel to the board of Vitro S.A.B. de C.V. in connection with aspects of the general restructuring of its debt in 2009-2010; and subsequently Mexican counsel to the company on specific transactional and corporate matters

Mexican co-counsel to Satélites Mexicanos, S.A. de C.V. (Satmex) in the restructuring of Satmex's debt and the exchange offer of its bonds in 2007

Counsel to Alestra, S. de R.L. de C.V. (Alestra), in the restructuring of Alestra's debt and the exchange offer of its bonds in 2003

Mexican counsel to the bondholders of MaxCom Telecomunicaciones, S.A. de C.V. (MaxCom) in the first restructuring and exchange offer of MaxCom's bonds as well as the general restructuring of its debt

Counsel to Grupo Casa Autrey, the leading Mexican distributor of pharmaceutical products, in the restructuring of its debt and subsequent sale, including delisting from the Mexican Stock Exchange, of the company to a major commercial group

Mexican counsel to Plenus. a diversified Monterrey based conglomerate, in the restructuring of its debt

Mexican counsel to Bank of New York Mellon in the reorganization/restructuring of Comercial Mexicana, the largest Mexican retailer

Mexican counsel to Bank of New York Mellon trustee in the reorganization/restructuring of San Luis Co-Inter, a major Mexican automobile parts supplier to the US market

Mexican counsel to Bank of New York Mellon in the reorganization/restructuring of IUSA, a Mexican telecom operator

PHARMA

Lead counsel to a private equity group in connection with its investment in a Mexican company involved in the healthcare business.

Mexico Lead counsel to a Spanish group in connection with the acquisition of a Mexico business division of a global pharma company.

Lead counsel to a global pharma generics leader in connection with the acquisition of a Mexico product line from a global pharma company.

Lead counsel to the leading distributor of pharma products in Mexico in connection with the sale of its Mexico business and its delisting from the Mexico stock exchange.

EMI

Mexican counsel to a global independent infrastructure manager in connection with the transactional and regulatory issues related to its acquisition of a controlling interest in a power cogeneration project in northern Mexico

Mexican counsel and expert witness on Mexican substantive law on behalf of one of the largest energy services companies in a successful arbitration process commenced against Pemex, which resulted in the largest award to a contractor

Mexican counsel to a Houston-based services provider in connection with the incorporation of its Mexico subsidiaries and on regulatory and transactional matters

Mexican counsel to a Houston-based services provider in connection with the Mexican implications of its capital markets transactions

Mexican counsel to a Houston-based international drilling rig operator in connection with the incorporation of its Mexico subsidiaries and on regulatory and transactional matters

Mexican counsel a UK-based international drilling rig operator in connection with a joint venture transaction with a Mexican company, including related regulatory and transactional matters

Mexican counsel to a US bank in connection with a loan facility to a Louisiana-based drilling rig operator doing business in Mexico

October, 2022.