Below is an executive summary of the Law setting out the most relevant aspects and the implications for those interested in participating in strategic infrastructure investment projects, which are focused on the sectors of communications, transportation, water, environment and sustainability, energy, health, education, industrial parks, national competitiveness, or any other sector provided for in the National Development Plan: 1. Purpose and Scope The purpose of the Law is to establish the legal framework applicable to the planning, structuring, development, financing, and execution of strategic infrastructure projects, through the concurrence of the public, private, and social sectors. In this regard, the Law is configured as an instrument aimed at triggering investment in projects that are priorities for national development, under schemes that enable their technical, financial, and operational viability. Among its principal goals are: (i) triggering economic growth; (ii) reducing inequality gaps; (iii) promoting access to basic services; (iv) fostering sustainable economic development strategies; and (v) complying with the National Development Plan and the programs derived therefrom. 2. Participation Schemes The Law introduces a scheme for the development of strategic infrastructure projects, the provision of services, or the acquisition of goods and equipment, aligned with economic development plans or programs, for the benefit of Mexico and the wellbeing of its people (the “Projects”). Under this scheme, participation by the private and social sectors is permitted at various stages of the Projects, from their design and financing through their construction, operation, and maintenance. In this regard, it opens the possibility of structuring Projects under long-term models that contemplate mechanisms for the recovery of investment and conditions that allow their legal, operational, and financial viability to be maintained. Unlike other existing legal regimes, such as those provided for in the Public-Private Partnerships Law (PPPs), the Law does not merely regulate the execution of the Projects, but rather seeks to establish a regulatory basis for promoting and organizing infrastructure investment from a public policy perspective. This implies that the focus is not solely on the contractual agreement or on the project itself, but on how these fit within an overall development strategy, under the stewardship of the State. Along these same lines, the budgetary adjustments allow this type of Project to be analyzed not solely on the basis of the current fiscal year, but rather to be considered under medium- and long-term planning schemes. This is relevant insofar as it introduces greater flexibility for their financial structuring, particularly in the case of large-scale Projects. As regards its scope, the Law covers various sectors considered strategic, including the energy sector. Nevertheless, it is important to bear in mind that its application does not replace the specific mixed mechanisms, such as those provided for in the Hydrocarbons Sector Law (the “LSH”) and the Electricity Sector Law (the “LSE”), but rather seeks to complement those regimes insofar as there is compatibility between them. In this context, the Law takes up certain practices that have already been used in sectors such as electricity, but integrates them within a broader scheme, seeking to facilitate the implementation of Projects in sectors considered strategic. 3. Special Purpose Vehicles The Law establishes that the Projects must be implemented through companies, public or private trusts, or any other legal figure that acts as a Special Purpose Vehicle (the “SPVs”), which will concentrate the investment, financing, and execution of each Project under a single structure. In the incorporation of the SPVs, participation by the public, private, and social sectors may occur jointly or separately, which provides flexibility when structuring the Projects, adapting to their specific characteristics and needs. In turn, the Law provides that the states and municipalities may participate together with the Federal Government in the incorporation of these SPVs, provided that they contribute their own resources (including those derived from federal contribution funds or freely disposable revenues) and have the corresponding authorizations under their applicable legal framework. It being understood that such participation will not entail additional contributions or increases borne by the Federation. From a financial standpoint, the SPVs make it possible to integrate different sources of financing, both public and private, as well as to use instruments that facilitate obtaining liquidity and structuring long-term projects. Likewise, their operation is subject to external control and oversight mechanisms, which seeks to ensure the proper execution of the Projects and the correct deployment of resources. 4. Mixed Participation Schemes The Law provides for various mixed participation schemes for the development of Projects, between the public sector and its various levels of government –through majority, minority, equal, direct, or indirect participation– and the private or social sector, among which are the following: (i) long-term contracting; (ii) mixed investment; (iii) schemes provided for in specific legislation, including those of the energy sector; and (iv) any other scheme that, as the case may be, is determined by the Regulations to the Law or the guidelines issued by the competent authority. The first two schemes constitute the basis of the model (the “Mixed Participation Schemes”). Long-term contracting as a Mixed Participation Scheme implies that the private or social sector assumes the development, design, financing, construction, and operation of the Project, while the State participates as the contractual counterparty, securing revenues through periodic payments, considerations, tariffs, revenues, or any other mechanism that ensures the recovery of the investments made. Under this scheme, whether it is implemented through contracts, concessions, assignments, permits, or other figures permitted by the applicable legislation, at the end of the term the asset must be transferred to the public sector. For its part, the mixed investment scheme as a Mixed Participation Scheme entails that the public sector and the private or social sector participate jointly in the development, design, financing, construction, and operation of the Project. Unlike the previous scheme, here the public sector does not act solely as the contracting entity, but as an active party to the Project, since its participation may materialize through (i) the contribution of capital, use rights, exploitation of assets it owns, permits, and/or any other right, or else, (ii) by association, assuming rights and obligations in the corresponding SPV. In this regard, the public sector under this scheme shares risks, costs, investments, and benefits in accordance with its participation interest. The Law also establishes certain minimum elements that must be taken into account in the implementation of these Mixed Participation Schemes, such as rules for the recovery of the investment, contributions of capital or assets, payment of considerations, distribution of profits, governance mechanisms, performance standards, and dispute resolution schemes. These elements function as a common basis that provides consistency to the Projects, regardless of the scheme used. In turn, the scope of the Law is delimited vis-à-vis other regulatory frameworks; in general terms, it is established that the Mixed Participation Schemes will be governed by the Law itself and, in matters not provided for, by the legislation applicable in light of the project, the SPV used, or the corresponding sector. In the case of the energy sector, this implies that projects in that sector will continue to be subject to the provisions of the LSE and the LSH. 5. Conditions for Project Eligibility In turn, the Law establishes the process that Projects must follow from their submission until, as the case may be, their incorporation into the SPVs. In a first stage, interested parties may submit their projects for analysis, without this implying any authorization in budgetary, financial, or indebtedness matters. For purposes of their evaluation, the Projects must satisfy certain basic elements, among which are their alignment with the National Development Plan and the programs derived therefrom, as well as the existence of studies substantiating their technical, legal, economic, and financial viability. Based on this information, the Council (which will be composed in accordance with the provisions of section 6 hereof) will determine whether the Project may be considered eligible to participate in the schemes provided for in the Law, taking into account aspects such as its viability, the investment estimates and their sources of financing, as well as the economic and social benefits it may generate. Now, the fact that a Project is considered eligible does not, in itself, imply its incorporation into an SPV or automatic access to financing, support, or benefits. To advance to a subsequent stage, it will be necessary to comply with additional requirements, which may include the execution of multi-year contracts, the obtaining of permits, concessions, or authorizations, as well as the substantiation of sources of resources sufficient for their execution. In the case of Projects promoted by public entities or that involve Mixed Participation Schemes or private financing, additional elements must be incorporated, such as detailed estimates of investment and costs, risk analyses, economic and social impact, as well as considerations regarding the environment, urban development, and sustainability. Additionally, the Law provides that, even in the case of Projects at initial stages, these may be considered provided that they have minimum elements of legal viability, which allows Projects to be incorporated at early phases under schemes of technical and financial support. Finally, it is important to consider that the evaluation and, as the case may be, the determination of eligibility form part of a planning process, and therefore do not generate acquired rights nor imply, in any case, the authorization of public resources or the assumption of obligations by the State. Notwithstanding the foregoing, once a Project has been determined to be eligible, it will be susceptible to being incorporated into an SPV, subject to the prior approval of the Council, it being understood that, in the event that its admissibility and incorporation into an SPV is determined, such Project will be susceptible to receiving support or a benefit, as well as guarantees from the Federal Government in accordance with the provisions of the Law. 6. Strategic Planning Council for Infrastructure Investment The Law provides for the creation of the Strategic Planning Council for Infrastructure Investment (the “Council”), as a permanent advisory body responsible for articulating the planning, analysis, and coordination of the Projects. In this regard, the Council acts as the body responsible for evaluating the Projects from a comprehensive perspective, considering, among other elements, their alignment with the National Development Plan, their technical and legal viability, their economic-financial structure, the allocation of risks among the parties involved, as well as their social, economic, and environmental impact. Based on such analysis, the Council may determine the eligibility and, as the case may be, the admissibility of the Projects for their incorporation into the investment mechanisms provided for in the Law. The Council is composed of members of the Federal Executive and various Secretariats of State, as well as entities such as BANOBRAS, which allows for effective coordination among key sectors. Likewise, other public entities may participate as guests, with voice but without vote. As regards its powers, the Council has relevant authority, among which are the definition of strategic infrastructure investment priorities, the approval of a national strategy on the matter, the analysis of the Projects, as well as the determination of their eligibility and, as the case may be, their incorporation into the SPVs. Likewise, the Council may issue opinions on the financial, economic, and social viability of the Projects, promote coordination among the public, private, and social sectors, and follow up on their execution, including the possibility of reviewing or even revoking their viability in accordance with their development. In particular, it may promote collaboration mechanisms among different levels of government, request information for strategic planning purposes, and facilitate the structuring of investment schemes linked to the Projects. Nevertheless, it is important to specify that its decisions are of a technical and non-binding nature, and therefore do not, in themselves, imply the authorization of public resources or the generation of acquired rights. Finally, the Council will operate on a collegiate basis, with the support of an Executive Secretariat, and its functioning does not entail the creation of new administrative structures or additional expenditures, by drawing on the existing resources of the entities that comprise it. 7. Award of Projects and Strategic Investment Contracts The Law provides that the Projects eligible for development with wellbeing will, as a general rule, be awarded through public tender procedures. These must be conducted under the principles of legality, free concurrence, competition, objectivity, impartiality, transparency, and publicity, seeking at all times for the State to obtain the best available conditions in terms not only of price, but also of quality, financing, timeliness, and other relevant elements for the execution of the project. Before initiating any procedure, the Agencies and Entities must conduct market research that allows them to become familiar with the conditions of the sector and to properly structure the contracting. The Law even permits the holding of prior informational discussions with potential interested parties, which opens a space for the market itself to provide technical and economic inputs useful for the design of the Project, without this implying an undue advantage for any participant. Legal entities, whether domestic or foreign, may participate in the tenders, either individually or jointly through consortium schemes. Throughout the process, the Law establishes clear rules on the content of the calls for tender and the bidding terms, the requirements that participants must meet, and the criteria under which proposals will be evaluated. A relevant point is that the conditions of the tender are not negotiable, and that the evaluation mechanisms must allow for an objective comparison among proposals, with methodologies such as points and percentages or cost-benefit analysis being available for use. Now, although public tender is the rule, the Law also recognizes exceptional cases in which restricted invitation or direct award may be resorted to. This may occur, for example, when there is insufficient competition in the market, for reasons of national security, in the face of risks of significant losses, or in cases of substitution of a previous developer. Once the Project has been awarded, the strategic investment contract will be formalized, which is the legal instrument that governs the execution of long-term Projects. These contracts must be entered into with legal entities or trusts whose corporate purpose allows for the development of the project, and may be supplemented with other figures such as concessions, permits, or assignments, as applicable. The contractual content is broad and seeks to cover all relevant elements of the Project, from the identification of the parties and the subject matter, to the sources of financing, the allocation of risks, the performance standards, the execution deadlines, and the dispute resolution mechanisms. It also regulates aspects such as guarantees, possible subcontracting, assignment of rights, and information obligations. As regards their duration, the Law establishes that these contracts may not be less than four years nor exceed, considering extensions, forty years, which reflects their medium- and long-term nature. Likewise, their modification is permitted during the term, whether to improve the conditions of the Project, address environmental matters, adjust their scope due to unforeseen circumstances, or restore their economic-financial balance when acts of authority significantly impact their execution. Finally, the Law contemplates the cases of termination and rescission of the contracts, as well as their effects, including reimbursements for investments made. In any event, it is maintained as a principle that the public assets associated with the Project remain under the control of the State, as the contracting entity, ensuring that, even with private participation, the public interest in the development of strategic infrastructure is preserved. 8. Transitory Provisions It is provided that the Federal Executive must issue the corresponding Regulations to the Law within 180 calendar days following the entry into force of the Law, while the Ministry of Finance and Public Credit will have the same period to issue the guidelines establishing the requirements, the limits of the resources and their origin, as well as the performance indicators, timing, and elements to be considered, in order for a project to be subject to the investment mechanisms provided for in the Law. As regards the institutional implementation of the Law, it is provided that the Council must be installed within a period no greater than 120 calendar days, and that, at its first session, it must approve its operating rules. On the other hand, investment projects initiated during the 2026 fiscal year, prior to the entry into force of the Law, may be submitted for the consideration of the Council, so that it may determine, as the case may be, their access to the resources channeled through the SPVs. Finally, it is provided that investment projects entered into prior to the entry into force of the Law may migrate to the Mixed Participation Schemes, provided that there is agreement between the parties and approval of the Council, without prejudice to the powers of the competent authorities and the regulations applicable in each case. At Von Wobeser y Sierra we are at your disposal to advise you on the analysis and implementation of this Law. Should you require additional information, do not hesitate to contact our partners and associates who are experts in the matter. Alberto Cordoba, Partner +52 (55) 5258-1007 | acordoba@vonwobeser.com Ariel Garfio, Partner +52 (55) 5258-1007 | agarfio@vwys.com.mx Javier Betancourt, Partner +52 (55) 5258-1007 | jbetancourt@vonwobeser.com Edmundo Berumen, Associate +52 (55) 5258-1007 | eberumen@vwys.com.mx Mauricio Puebla, Associate +52 (55) 5258-1007 | mpuebla@vwys.com.mx Eugenio Chinchillas, Associate +52 (55) 5258-1007 | echinchillas@vonwobeser.com Regina González, Associate +52 (55) 5258-1007 | rgonzalez@vwys.com.mx Patricio Reyes, Associate, +52 (55) 5258-1007 | preyes@vonwobeser.com Arturo Hernández, Associate +52 (55) 5258-1007 | ahernandez@vwys.com.mx
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