July 30, 2026
Partners Susan Rabinowitz, Eddie Best and Don Macbean, members of Willkie’s cross-practice capital markets and energy & utilities teams, have published an article, “Pre-Capitalized Securities: An Evolving Capital Markets Solution.”
Capital markets participants increasingly seek financing solutions that provide certainty of funding, balance-sheet efficiency and structural flexibility without sacrificing transparency or investor protection. As the need for more tailored financing solutions grows, pre-capitalized securities (“P-Caps”) have emerged as a compelling structure.
Last year, the United Mexican States (“Mexico”) executed a landmark U.S.$12 billion P-Caps transaction, representing the first sovereign use of P-Caps, the largest P-Caps issuance in history, and the first executed by a non-U.S. sponsor and through an offshore SPV structure. This article provides an overview of the mechanics of traditional P-Caps, the adaptations implemented in Mexico’s transaction, evolving P-Caps structures, and key considerations relevant to sponsors evaluating similar structures.
Read the article here.
