Capital markets in Colombia

Brigard Urrutia

Brigard Urrutia is ‘unbeatable in the capital market space’, according to some. A consistent performer in debt and equity mandates, the group also strikes a balance between acting for issuers and underwriters. Carlos Fradique-Méndez is recognised for his experience in cutting-edge capital markets matters, where he combines strong transactional and regulatory expertise. Fradique-Méndez co-heads the department alongside corporate finance specialist Luis Gabriel Morcillo; together they represented the underwriters (Citigroup Global Markets, BofA Securities and JP Morgan Securities) on Banco Davivienda’s $500m issuance of perpetual bonds in the international market — which represented the first offering of its kind by a Colombian institution. Among its issuer-side highlights, the same team acted as Colombian counsel to AI Candelaria (Spain) on its $600m bond offering. In September 2021, senior associate Felipe Calderón left for Citibank, while two months later Luis Alejandro León joined as a senior associate from the Ministry of Finance and Public Credit.

Practice head(s):

Carlos Fradique-Méndez; Luis Gabriel Morcillo

Testimonials

‘The team’s industry knowledge is outstanding, and the partners in charge are excellent. The firm is unbeatable in the capital markets space.’

‘Luis Gabriel Morcillo and Carlos Fradique-Méndez are outstanding.’

Key clients

Bancolombia

Ecopetrol

Asociación Colombiana de Fondos de Capital Privado (ColCapital)

Blackrock Institutional Trust Company

Empresas Públicas de Medellín (EPM)

Banco de Desarrollo de América Latina

Credit Suisse Securities

Citibank

Ashmore Management Colombia

Scotiabank Colpatria

Asociación Bancaria y de Entidades Financieras de Colombia (Asobancaria)

Patrimonio Autónomo Estrategias Inmobiliarias

Corporación Andina de Fomento (CAF)

Fábrica Nacional de Autopartes (Fanalca)

Advent International Colombia

Grupo Energía de Bogotá

Grupo Argos

Grupo Coltel

Banco Santander

Sura Asset Management

Bolsa de Valores de Colombia (BVC)

Sumitomo Mitsui Banking Corporation

Latam Logistic Properties

Davivienda

LarraínVial Colombia

Goldman Sachs

República de Colombia

Ocensa

AI Candelaria

Mercado Libre Colombia

Atento Luxco

Julius Baer

JP Morgan

Bank Of America

UBS

Península Investment Group

Work highlights

  • Advised Citigroup Global Markets, BofA Securities and JP Morgan Securities on the issuance of perpetual bonds in the international market, worth $500m.
  • Represented Credit Suisse Securities (USA) and Goldman Sachs & Co, as the underwriters, on a $400m follow-on notes offering by GNB Sudameris.
  • Advised Ecopetrol on a two-tranche notes offering worth a combined $2bn.

Gómez-Pinzón Abogados (GPA)

Lawyers at Gómez-Pinzón Abogados (GPA) are highlighted as ‘experts in capital markets, debt markets and corporate governance in Colombia'. Fielding one of the deepest benches in the market, the capital markets group possesses enviable experience in representing issuers, purchasers, subscribers and underwriters across the full spread of major domestic and cross-border transactions, where it frequently proposes ‘creative and disruptive solutions‘. Ricardo Fandiño, director of the practice, has a pioneering record in pathfinder deals and has a hand in many of the market’s marquee mandates; he recently acted as local counsel to the underwriters —Citigroup Global Markets, JP Morgan Securities, Santander Investment Securities and Scotia Capital (USA) — on Ecopetrol’s dual-tranche $2bn notes offering. Other senior names include high-profile firm managing partner José Luis SuárezDaniel Londoño (‘one of the best financial and stock market attorneys in the market'), and Medellín office head Adriana Moreno. The group also leans on a sizeable band of talented senior associates, including Catalina Prieto Núñez, Tonia Orozco Araújo, Jimena González Alarcón and Daniel Flórez Linero.

Practice head(s):

Ricardo Fandiño

Testimonials

‘In addition to being experts in capital markets, debt markets and corporate governance in Colombia, many of its lawyers have worked outside of Colombia, meaning it can offer a truly international understanding in cross-border transactions and bring original ideas to the process. The latter differentiates it from other law firms in Colombia.’

‘At all times we value lawyers’ attention, availability and excellent client service, particularly in transactions which require attention to detail and long hours, as well as short response times.’

‘A strong and coherent team, which is recognised in the market. Lawyers always demonstrate the best disposition.’

‘The team possesses very deep experience, displays dedication to the client and is committed to clarity in both technical and commercial processes.’

‘The team is of the highest professional and personal quality. Lawyers are always available to address client concerns and propose creative and disruptive solutions. GPA stands out from other firms due to the high quality and knowledge of its team members.’

‘Daniel Londoño, partner in the banking and finance team, is available 24/7 to assist us. His in-depth knowledge makes him one of the best financial and stock market attorneys in the market.’

Key clients

Nugil

Banco W

Credit Suisse Securities (USA), JP Morgan Securities, SMBC Nikko Securities America

Emso Asset Management

Fondo de Capital Privado Cattleya – Compartimento 1

Banco Davivienda

Inverfam

PGIM

Citigroup Global Markets

Avianca Holdings

Inter-American Investment Corporation (IDB Invest)

Wells Fargo Securities

Cemex España

Instituto Colombiano de Crédito Educativo y Estudios Técnicos en el Exterior ‘Mariano Ospina Pérez’ (ICETEX)

Work highlights

  • Advised Nugil, a Colombian company owned by the Gilinski family, on its unsolicited tender offer for Grupo Nutresa.
  • Advised JGDB Holding, a Colombian company owned by the Gilinski family, on its unsolicited tender offer for Grupo de Inversiones Suramericana.
  • Represented Credit Suisse Securities (USA), JP Morgan Securities and SMBC Nikko Securities America, as underwriters, in AI Candelaria (Spain)’s $600m notes offering.

Posse Herrera Ruiz

In early 2022, Posse Herrera Ruiz bolstered its capital markets offering with the hire of regulatory specialist Natalia Escobar, who joined from the Bank for International Settlements — and, prior to that position, held the role of Deputy Superintendent at the Financial Superintendence of Colombia. High-profile sector specialist Mariana Posse continues to steer the finance and capital markets groups and is experienced in both debt and equity matters. Posse recently led the firm’s advice to Sociedad Concesionaria Vial Montes de María, and its sponsor Sacyr Concesiones Colombia, on the COP$760bn notes offering by Patrimonio Autónomo Montes de María. Director Jesús Albarrán, who brings to bear robust cross-border experience, and associate Silvana Lattanzio, who previously worked in the legal department of Davivienda Bank, provide specialised support.

Practice head(s):

Mariana Posse

Key clients

Vial Montes de María / Sacyr Concesiones Colombia

Grupo Nutresa

Grupo Orbis

Smurfit Kappa

Auna

Cemex Latam Holdings

Grupo Bolivar

Odinsa

Oriflame

Pactia

Work highlights

  • Advised Sociedad Concesionaria Vial Montes de María, and its sponsor Sacyr Concesiones Colombia, on the COP$760bn notes offering by Patrimonio Autónomo Montes de María.
  • Advised Grupo Nutresa on the takeover bids launched for Grupo Nutresa and Grupo Sura by the Gilinski Group and the Abi Dhabi-based Royal Group.

Baker McKenzie S.A.S.

The ‘very committed and willing team' at Baker McKenzie S.A.S. is commended as being ‘always at the forefront in all matters related to its practices'. The group’s flair for innovative work was recently evidenced by Ricardo Trejos‘ representation of Compañía de Empaques on the first ever sustainability-linked bonds issuance in the Colombian market. Trejos co-heads the department together with corporate specialist Andrés Crump. Other senior names include finance partner Carolina Duque, who is noted for debt capital markets work. The group also leans on the experience of senior associates Sebastian Boada (‘very diligent and disciplined') and Natalia Ponce de León.

Practice head(s):

Ricardo Trejos; Andrés Crump

Testimonials

‘It is a team that — due to being part of an international firm — is always at the forefront in all matters related to its practices.’

‘It is a very committed and willing team, always putting the needs of the clients first.’

‘Ricardo Trejos understands clients’ needs and reads the market very well. He also leads the team very well.’

‘Sebastián Boada is very diligent and disciplined.’

Key clients

Ecopetrol

Compañía de Empaques

Sura Investment Management

Gmasivo 10 and Gmasivo 16

Prabyc Ingenieros

Ultracem

Industria Ambiental

Aleatica

Bausch Health Companies

Tradition Securities

Work highlights

  • Advised Ecopetrol on structuring its securities market approvals for a common shares, shelf global offering (both on the Colombian stock market and the New York Stock Exchange).
  • Advised Compañía de Empaques on a landmark sustainability-linked bonds issuance in the Colombian market.
  • Advised Ecopetrol on the acquisition of a majority stake in Interconexión Eléctrica, from the Colombian Ministry of Finance; the transaction structure required careful consideration to protect minority shareholders given that there was an exception for mandatory tender offers in transactions among affiliates.

Dentons Cardenas & Cardenas

Equally adept in representing issuers and underwriters, Dentons Cardenas & Cardenas' recent work is well weighted between examples of both types of transactions. Among its key highlights, Colombia managing partner Bernardo Cárdenas advised Frontera Energy Corporation on its $400m notes offering. He also acted as Colombian counsel to BofA Securities and HSBC Securities (USA), as initial purchasers, on Interconexión Eléctrica’s $330m debt offering. Cárdenas co-heads the capital markets practice together with seasoned specialist Eduardo Cárdenas and dua-qualified (Colombia/New York) Catalina Pinilla. The group also includes increasingly prominent senior associate Felipe Molano, who handles a mix of finance and corporate work. Senior associate Daniela Mejía left the firm in December 2021.

Practice head(s):

Bernardo Cárdenas; Eduardo Cárdenas; Catalina Pinilla

Key clients

Frontera Energy Corporation

BofA Securities

HSBC Securities (USA)

Gran Colombia Gold Corp

Work highlights

  • Acted as Colombian counsel to Frontera Energy Corporation on its $400m Rule 144A/Reg.S notes offering.
  • Acted as Colombian counsel to BofA Securities and HSBC Securities (USA), as initial purchasers, on Interconexión Eléctrica’s $330m Rule 144A/Reg.S debt offering.
  • Advised Gran Colombia Gold Corp on its inaugural Rule 144A/Reg.S bond offering of $300m in senior unsecured notes.

Esguerra Asesores Jurídicos

Esguerra Legal Advisors is distinguished by the ‘direct and consistent attention provided by partners‘, according to sources. The firm’s client roster is comprised of many public companies, which the group routinely advises on equity-related matters, including regulatory issues. On the debt side, practice head Juan Pablo Gonzalez recently advised Itaú Corpbanca on its landmark offering of ordinary bonds on a recurrent placement modality, which had significant regulatory implications. Newly promoted (January 2022) partner Veronica Arango Lux specialises in in corporate and finance law and is also recommended. In February 2022, associate María Andrea Ballén joined the team from the Superintendency of Corporations.

Practice head(s):

Juan Pablo Gonzalez; Veronica Arango

Testimonials

‘Esguerra Legal Advisors has great prestige and credibility in both the public and private sectors.’

‘The firm has assisted us with very complex issues. We value its level of knowledge, as well as the closeness of our key partner, Juan Pablo González, since his knowledge and responsiveness generates confidence not just among our team, but also among our counterparty.’

‘The group is distinguished by the direct and consistent attention provided by partners towards their clients. Lawyers are knowledgeable, responsive and dedicated.’

Key clients

Protección AFP

Adcap Colombia, Comisionista de Bolsa

Insights Investments

Scotiabank Colpatria

Cámara de Riesgo Central de Contraparte de Colombia

Itaú Comisionista de Bolsa

Itaú Corpbanca Colombia

Gestor Inmobiliario

Porvenir AFP

EFG Capital International

Ultralat Capital Markets

Work highlights

  • Advised Protección AFP on all aspects of the public acquisition offer launched by the Gilinsky Group.
  • Advised the shareholders of AdCap Colombia on the negotiation process to sell 100% of its shares to Progresión Sociedad Administradora de Inversiones.
  • Advised Itaú Corpbanca on the issuance of ordinary bonds on a recurrent placement modality, uncommon to the Colombian Stock Exchange.

Garrigues

In the capital markets arena, Garrigues ‘stands out for the accuracy of its advice and recommendations', according to sources. The team handles a wide range of capital markets-related work, but is arguably best-known for its strength in complex, regulatory matters. Department head Roberto Borrás is recognised for his close relationships with regulatory authorities; he was recently involved in the firm’s advice to FNG on the structuring of a partial guarantee to secure bond offerings issued by Colombian companies and directed to qualified investors. Senior associate Paula Ospina Correa provides key support. In February 2022, former department co-head Camilo Gantiva left the firm.

Practice head(s):

Roberto Borrás

Testimonials

‘In the financial and capital markets area, Garrigues stands out for the accuracy of its advice and recommendations, as well as for its access to the authorities.’

‘Garrigues is a client-friendly law firm, highly professional, with lawyers who have extensive knowledge of the issues for which they are responsible and are always ready to serve in a professional manner.’

‘We value the team’s relationships with the regulatory entities, under a criterion of mutual respect and conceptual clarity that Roberto Borrás transmits and teaches his team.’

‘Roberto Borrás stands out at Garrigues. In addition to being a professional in every sense, he provides friendly service and his knowledge simplifies the legal process.’

‘One of the highlights of Garrigues’ service was that key partner Roberto Borrás effectively led the entire project.’

‘We felt very comfortable with the advice provided, the support, the availability, the attention and the good legal criteria. Additionally, the ease with which the team transmitted the legal concepts to different areas of the company, not only legal, but investments, risks, and the board of directors.’

‘We recommend Roberto Borrás, who is recognised for his professionalism, his career in the public sector and his technical knowledge. He also has an excellent disposition to serve his clients and fulfil their needs.’

‘The Garrigues team is ready to provide permanent support at all times. Demonstrates strong ethics and excellent handling of potential conflicts of interest. Pragmatic, without neglecting depth in advice.’

Key clients

Distrito de Bogotá – Banca de Inversión Bancolombia (BIB)

Natixis Securities and Bonus Banca de Inversión

Mibanco

Instituto Nacional de Vías – Banca de Inversión Bancolombia (BIB)

Fitch Ratings Colombia

ATP Colombia & ATP Fibers

Interamerican Development Bank (IDB) Invest

Banco W

I Squared

Andean Towers Partners

Skandia

Sodimac

Work highlights

  • Advised Fondo Nacional de Garantías (FNG) on the structuring of a partial guarantee to secure bond offerings issued by Colombian companies and directed to qualified investors.
  • Advised Instituto Nacional de Vías (INVÍAS), on the securitisation of the future flows generated from the collection of tolls from roads managed by the government, worth approximately $507m.
  • Represented ATP Colombia & ATP Fibers on a $375m notes offering.

Philippi Prietocarrizosa Ferrero DU & Uría

Over the past year, Philippi Prietocarrizosa Ferrero DU & Uría's capital markets practice has been particularly active on behalf of underwriters. In a highlight example, it represented BTG Pactual and Banco Santander as bookrunners on Patrimonio Autónomo Montes de María’s $209m issuance of Rule 144A/Reg.S social bonds — banking, corporate and capital markets partner Hernando Padilla co-led the work alongside the projects and infrastructure practice. The group also benefits from the expertise of transactional generalist Claudia Barrero and banking, finance and capital markets specialist Juan Fernando Gaviria — together, they co-lead the capital markets group alongside Padilla. Recommended names at senior associate level include Luz María Mercado (corporate and capital markets), Paula Buriticá (corporate, finance and capital markets), and new arrival Daniela Mejía, who joined as an associate co-ordinator from Dentons Cardenas & Cardenas in December 2021.

Practice head(s):

Claudia Barrero; Hernando Padilla; Juan Fernando Gaviria

Key clients

Banco Santander

BTG Pactual

Bolsas de Valores de Bogotá, Lima & Santiago

BofA Securities

Canaccord Genuity Corp (Canada)

Morgan Stanley

JP Morgan Chase Bank

Cormark Securities

Work highlights

  • Acted for BTG Pactual and Banco Santander, as bookrunners, on Patrimonio Autónomo Montes de María’s $209m offering of Rule 144A/Reg.S social bonds.
  • A cross-office team advised the stock markets of Bogotá, Lima and Santiago on the legal feasibility, and potential requirements, that would allow an integration of the infrastructure and services of the three entities.
  • Advised BofA Securities, Canaccord Genuity Corp (Canada) and Morgan Stanley & Co, as the initial purchasers, joint lead managers and bookrunners, on the Colombian law aspects of a $300m Rule 144A/Reg.S notes offering by Gran Colombia Gold Corp.

DLA Piper Martinez Beltrán

Lawyers at DLA Piper Martinez Beltrán provide ‘practical and agile advice‘ across a range of debt and equity matters, including public and private offerings, international listings and regulatory matters. Led jointly by managing partner Camilo Martínez and associate director Juan Camilo Varón, the group also includes active associate Sebastián Pomárico.

Practice head(s):

Camilo Martínez; Juan Camilo Varón

Testimonials

‘The firm provides practical and agile advice with a broad understanding of regulation, particularly Camilo Martínez and associate Sebastián Pomárico.’

 

Key clients

Finsocial

Promotora de Café Colombia (Procafecol)

Mineros

Work highlights

  • Advised Colombian fintech Finsocial on the COP$100m issuance and placement of social impact bonds.
  • Advised Promotora de Café de Colombia on its bond offering.
  • Acted as local co-counel t0 Mineros (in conjunction with Gowling WLG) in concurrent public share offerings on the Colombian Stock Exchange and the Toronto Stock Exchange, totalling $34.3m.

Mendoza Abogados

Fast, assertive and efficient‘, Mendoza Abogados‘ group is valued for its ability to ‘remain very close to the client‘. The boutique firm has an emphasis on debt capital markets and structured finance work, including securitisations, on which it represents both issuers and underwriters. Among the names to note, founding partner Mateo Mendoza handles corporate finance, project finance and derivatives transactions, while director Clara Robledo-Sánchez has a focus on infrastructure-related matters, including project bond offerings. Associates Christina Burn and Paula Knudson provide support. Senior associate María Beatriz Segura left in July 2021 to join ACON Investments.

Practice head(s):

Matthew Mendoza; Clara Robledo-Sanchez

Testimonials

‘It is a team of very good professionals, who remain very close to the client and have the ability to generate trust in negotiations.’

‘We value the responsive service provided by all associates and their great professionalism.’

‘I have worked with the firm for years on complex issues, with many different contracts and documents, under different laws. The team’s approach is fast, assertive and efficient. In general, other firms put in twice as many lawyers, including a lot of juniors, who have a high turnover and provide insignificant contributions.’

‘They are expert lawyers in financial matters, with a great capacity to approach solutions in a timely manner.’

‘Mateo Mendoza is exceptional and associate Christina Burn is excellent.’

Key clients

Primax Colombia

Banco Davivienda

Financiera de Desarrollo Nacional

Distrito Especial Industrial y Portuario de Barranquilla

BTG Pactual

Work highlights

  • Advised Primax Colombia on regulatory matters in connection with its obligations under the Colombian capital markets regime.
  • Advised Financiera de Desarrollo Nacional on the analysis of its capacity as special financial corporation to undertake securities underwriting activities in Colombia.
  • Advised Inversiones Alsacia and Express de Santiago Uno, and their sponsors, on matters arising from the restructuring of a $367m notes offering under Rule 144A/Reg.S by Inversiones Alsacia in 2020.

Ustáriz & Abogados Estudio Jurídico

Ustáriz & Abogados Estudio Jurídico houses a prominent regulatory practice, which specialises in advising brokers, investment banks and trust companies on compliance issues. Key contact Luis Humberto Ustáriz      brings to bear robust industry experience earned during a string of high-profile in-house roles, including at major financial solutions company, Corporación Financiera Colombiana. Group co-head Jose Federico Ustáriz   is noted for his focus on the financial services and insurance sectors. At associate level, corporate and finance lawyers Pablo Valencia   and Manuel Antonio García  are recommended. Adriana Rivera  left in October 2021 to become legal head at Trii.

Practice head(s):

Luis Humberto Ustáriz; José Federico Ustáriz

Testimonials

‘The team is always ready to collaborate; it is an interdisciplinary group that does an excellent job.’

‘The firm’s greatest characteristics are: it is knowledgeable about regulations, and it knows how to deal with the client and manage the activities assigned to it.’

‘The team of professionals at Ustáriz & Abogados provides an external audit service for Collective Investment Funds — CIFs. We value the team’s closeness, and its understanding of the regulations applicable to CIFs.’

‘It is distinguished by its knowledge of the Colombian capital markets, including the role of the different agents in the public securities market and current regulations.’

‘An excellent law firm; it supports our processes and is clear when responding to queries. Additionally, its platform is good, which allows for dynamic and efficient communication.’

‘The attention the lead partner provides on all the requested issues makes a significant difference’

‘Access to the firm’s staff is very easy. Their responses are prompt and very timely.’

‘Lawyers are very prepared. In particular, Manuel Antonio García is the person with whom we have a direct relationship; he is always very willing to answer any questions that arise.’

Key clients

Citivalores Comisionista de Bolsa

Itaú Comisionista de Bolsa Colombia

Skandia Valores Comisionista de Bolsa

Casa de Bolsa Comisionista de Bolsa

BBVA Valores Comisionista Bolsa

Compass Group Comisionista de Bolsa

BBVA Asset Management

Valores Bancolombia Comisionista de Bolsa

Fiduciaria Bancolombia

Fiduciaria Popular

Work highlights

  • Represented stockbroker Citivalores on regulatory and compliance issues.
  • Advised Itaú Comisionista de Bolsa Colombia on various regulatory and compliance matters.
  • Advised stockbroker Skandia Valores on several regulatory issues.