Banorte’s $1.35 Billion AT1 Notes Offering

Cleary Gottlieb represented the initial purchasers, including Barclays, Goldman Sachs, J.P. Morgan, and Morgan Stanley, in a $1.35 billion AT1 capital notes offering by Banco Mercantil del Norte S.A., Institución de Banca Múltiple, Grupo Financiero Banorte (Banorte).

The transaction priced on June 16, 2026, and closed on June 24, 2026. The transaction consisted of an offering of $600 million 8% perpetual 6.5-year callable subordinated non-preferred non-cumulative Tier 1 capital notes and $750 million 8.45% perpetual 10-year callable subordinated non-preferred non-cumulative Tier 1 capital notes.

Banorte is the largest independent Mexican-controlled bank in terms of total assets, deposits, and the third largest in terms of stockholders’ equity. The bank provides a wide range of financial and related services mainly in Mexico, principally in the areas of commercial and retail banking, savings, and investment services.

The Cleary team included partners Jorge Juantorena and Jonathan Mendes de Oliveira, associates Martin Sasson and Jose Juan Vazquez Orendain, and international lawyer Victor Bravo. Partner Matthew Brigham and associate Mingyu Tang advised on tax matters, with assistance from law clerk Seth Stancroff. Associates Catherine Johnson and Alexi Stocker advised on sanction-related matters.