You are Renata Coralles, chief operating officer of Helio Verde and lead on its purchase of Cárnicos del Pacífico, a Mexican meat processor with a plant in Texas. The chair wants answers in eight working days, and the first block of the contract has to be locked, including how much regulatory risk Helio Verde will carry.
The situation
It is Wednesday, May 6, 2026. On April 24 the two sides signed a letter of intent with 60 days of exclusivity: US$920 million of enterprise value (720 in cash at closing and up to 200 in an earn-out tied to expanding the McAllen plant over 24 months). That is 12.0 times EBITDA of US$76.6 million, when Latin American meat processors trade at a median of 9.2 times. The minority consortium, which owns 22%, lets it be known that a US strategic buyer would pay about 11.0 times and close in about 90 days.
McAllen is the asset that matters: a plant approved by the US Department of Agriculture for beef exports. Building another would take 36 to 48 months and US$180 to 240 million, with slim odds of approval. But a foreign buyer taking control of a Texas plant puts the deal within reach of CFIUS, the committee that reviews foreign investment in the United States. General counsel Daniel Olmos-Sandoval reads food processing as outside the mandatory filings; without one, the committee could review the deal after closing. In Europe, whether Brussels or each country has jurisdiction depends on a turnover allocation nobody has started.
The chair, Manuel Beltrán-Rojas, has distrusted cross-border meat deals since a Honduran acquisition failed in 2014. The contract's first block settles five terms, each with three drafts. One decides who carries the regulatory risk. You yourself have been tempted by the boldest draft, as the surest way to beat the rival.