Capital markets in Colombia

Brigard Urrutia

Brigard Urrutia is a market leader with a comprehensive capital markets and equity funds practice, that acts on the side of issuers, sponsors, multilateral agencies, investment banks, funds, insurance companies, state-owned companies and domestic and international corporations. Carlos Fradique-Méndez, whose extensive career includes time as Chief Legal Advisor to the Treasury department, and Luís Gabriel Morcillo, who has participated in a number of landmark mandates including the first dual-listed issuer and the incorporation of the first ETF in Colombia, co-head the 13-strong department. In a key highlight, the team acted for the underwriters on Colombia's $2bn sovereign bonds issue. Key support comes from mid-level associate Viviana Araújo who has past experience at Banco de la República.

Testimonials

Very responsive compared to many other firms I’ve worked with throughout Latin America. Extremely proactive in terms of keeping us up to date on latest developments that are relevant to our business, especially comparing to other firms throughout Latin America that are more regional in nature. They provide “Big Law” levels of service‘.

They understand our business very well and the advice is always well-tailored to our specific needs. They do not just restate the regulations in response to a question,  they give us advice on how to apply these to our unique facts and circumstances, in light of the acceptable risk profile of our business. They are creative in their approach to legal and regulatory issues and their problem-solving. They always come up with unique solutions that work well for everyone involved. The partner I work with the most is Luis Gabriel Morcillo. He has been a great resource for us over the last five years as we have built our business in Colombia, and we truly consider him and his key associates to be a part of our team, and not just the legal team but our entire business team‘.

Darío Laguado is an excellent professional in mergers and acquisitions, Carlos Fradique in capital market issues. Andrés Hernández on tax issues‘.

Our experience in the capital markets area with Brigard Urrutia has been completely different to other firms since the partner always found himself ready to meet and have calls with us to carry out constant accompaniment to the project. The response times were fast in all requests and even resources prepared by the firm were delivered without requiring them, and finally, we have had an experienced associate, diligent and fully willing to support us in each of the areas of the transaction to ensure the success of this, not to mention the level of preparation with which he attended each of our concerns that arose along the way‘.

The partners who led the transaction were Luis Gabriel Morcillo and Carlos Fradique, on the other hand, the associate who carried out all the day-to-day tasks of the transaction was Viviana Araujo‘.

Key clients

Bancolombia

Ecopetrol

Asociación Colombiana de Fondos de Capital Privado (Colcapital)

Asociación Bancaria y de Entidades Financieras de Colombia (Asobancaria)

Blackrock Institutional Trust Company,

Empresas Públicas de Medellín – EPM

Banco de Desarrollo de América Latina

Patrimonio Autónomo Estrategias Inmobiliarias

Credit Suisse Securities

Citibank

Corporación Andina de Fomento – CAF

Fábrica Nacional de Autopartes- (Fanalca)

Ashmore Management Colombia

Work highlights

  • Legal counsel to the Republic of Colombia on its sovereign bonds’ issues totalling $2bn.
  • Acted as Colombian legal counsel to the issuer in a liability and capital requirement management $550m transaction by Bancolombia.
  • Acted as Colombian legal counsel to Opain as issuer a $415m private placement under rule 4(a)(2).
  • Acted as Colombian legal counsel to HSBC Securities (USA), JP Morgan Securities and Scotia Capital (USA) as the underwriters of  a $340m liability management transaction by Empresas Públicas de Medellín.
  • Counsel of Coltel on an approximately $147m bonds issuance.

Gómez-Pinzón Abogados (GPA)

Prominent in capital markets activity, Gómez-Pinzón Abogados (GPA) has intervened in significant and complex transactions involving Colombian companies in the international markets, in addition to being a leader in local companies' issuances in the international markets under Rule 144A/ Reg S. Banking and finance practice lead, Ricardo Fandiño, also heads the 15-strong capital markets team, which has -in addition- particular experience in private equity matters. Daniel Londoño handles debt and equity issuance transactions in both national and international securities markets; while managing partner José Luis Suárez advises on international issues and securitisation processes. However, senior associate Diana Bogotá left in July 2020 to move to IDB Invest as legal counsel.

Key clients

JP Morgan

Bank of America

Goldman Sachs

Morgan Stanley

Credit Suisse

Sura Asset Management

Avianca

Bancolombia

Deutsche Bank

Barclays

Banco Davivienda

Wilmington Trust

Work highlights

  • Advised Avianca Holdings and other Colombian entities of the group on an exchange offer for all Avianca’s 8.375% senior notes, due 2020.
  • Advised Promigas and Gases del Pacífico (in collaboration with Affinitas-alliance partner firm Miranda & Amado)  for the joint issue of notes under Rule 144A/Reg S, for a principal amount of $400m.
  • Acted as counsel to the Inter-American Investment Corporation (IDB Invest) on the subscription of the sustainability bonds issued by Bancolombia in the Colombian secondary market; value, $180m.
  • Acted as special Colombian counsel for TermoCandelaria Power, as issuer, and its Colombian subsidiaries Termobarranquilla  and Termocandelaria, as guarantors, on a $410m issuance of 7.875% notes due 2029.
  • Advised Citigroup Markets and JP Morgan Securities ion, among other matters: Bancolombia’s $550m Rule 144A/Reg S. issuance of 4.625% subordinated notes, due 2029.

Philippi Prietocarrizosa Ferrero DU & Uría

Philippi Prietocarrizosa Ferrero DU & Uría's 'extraordinary' capital markets area impresses clients with its in-depth knowledge of regulation and for maintenance of excellent relations with all the relevant market actors. The practice handles debt and equity issuances in both local and international markets, and also handles the structuring of mutual investment funds and private equity funds. Practice heads Claudia Barrero, lauded for her leadership, and Hernando Padilla, who also heads the Private Equity group, co-lead the 15-strong team in conjunction with Juan Fernando Gaviria, who leads the wider banking and fnance department. Principal associate Luz María Mercado provides key support.

Testimonials

PPU has an extraordinary capital markets team, an area in which it has been active for many years. The coordination, the interpersonal relations, the elaboration and monitoring of the schedules and the opportunity in receiving the advisory, makes the client feel very well accompanied. Undoubtedly, the firm has a privileged position among law firms in Colombia in this area‘.

Although the work of all team members is remarkable, in particular it is worth highlighting Claudia Barrero’s work – she’s head of the team. Her in-depth knowledge of the relevant regulations and of the procedure, her excellent dialogue with all parties involved in the process (including the regulator, stock exchange and centralised securities depository, among others), the opportunity and speed with which she presents solutions, and her leadership which generated confidence for facing complex situations that arose during the processes; all these are attributes greatly appreciated by the client‘.

Key clients

Bank of America

Scotiabank

Echelon Wealth Partners

JP Morgan

Citibank

Empresa de Energía de Pacífico (EPSA)

Goldman Sachs

Citadel Equity (Ireland)

Alpha Holding // Alpha Capital

Celsia

Grupo Energía Bogotá

Grupo Argos

Cementos Argos

Inter-American Development Bank

BlackRock

HSBC

Work highlights

  • Acted as counsel to BlackRock on a multi-currency financing for the Autopista al Mar 1 toll road project.
  • Counsel to EPSA on the issuance and placement of $250m in ordinary bonds.
  • Acted as counsel to EPSA on the private issuance and placement of about 25 million ordinary shares.
  • Acted as counsel to Bonus Banca de Inversión and FDN on structuring the securitisation of the economic rights derived from the concession agreement awarded to Sistema Integrado de Provisión de Flota SI2018-Calle 80, whose main purpose is to provide new buses to Transmilenio.
  • Counsel to Tecnoglass on its issuance of five million shares listed on NASDAQ.

Baker McKenzie S.A.S.

Baker McKenzie S.A.S.'s houses a growing practice, which has particular weight in matters relating to private equity fund formation and regulation. The eight-strong team has seen an uptick in work, particularly in the debt capital markets space. Recommended co-head Ricardo Trejos -who was made partner in October 2019- led advisory to Bausch Health in relation to its Colombian collateral, which remarkably saw the firm work on both sides of the transaction by advising TMF Colombia –acting as collateral agent– on the basis of a wall arrangement. Corporate head Andrés Crump, formerly inhouse at Brookfield Asset Management, co-heads the team, which has further expanded its infrastructure-financing expertise with the August-2019 hire of projects lawyer Carolina Duque, who has considerable financings-expertise.

Practice head(s):

Ricardo Trejos; Andrés Crump

Testimonials

Baker McKenzie’s team is pretty comprehensive and has a background in the financial services industry and the capital markets. It has a high standard compared to the other four large law firms in Colombia‘.

The practice stands out for the closeness of the team and its high technical knowledge. Ricardo Trejos has very high standards of knowledge, handling transactions and delivering advice, as well as proximity to the client‘.

Key clients

Gas Natural – Vanti

Bonus Banca de Inversión

TMF

Siemens Financial Services

Tradition Colombia

Tradition Securities

Brookfield Asset Management

Sumatoria Asset Management

Bausch

Public Sector Pension Investment Board

Work highlights

  • Advised Gas Natural – Vanti on the structuring and approval of a $150m bond issuance.
  • Advised Sumatoria Asset Management, as fund manager, on the organisation of Poly Private Equity Fund, which is to focus on investment in international debt instruments.
  • Advised Bausch Health on the negotiation, perfection and registration of its Colombian collateral (shares and trademarks), and in regard to the corporate authorisations for the corporate guarantees provided as security interests.
  • Advised TMF Colombia as local collateral agent on the collateral package for the $700m notes issuance by AI Candelaria Spain (the collateral consists of the shares of the Ocensa oil pipeline project in Colombia).  
  • Advised Broofield Infrastructure Group on the amendment of its private equity fund bylaws to meet to securities regulation on private equity funds in Colombia.

Dentons Cardenas & Cardenas

With a reputation for expertise in international capital markets offerings, Dentons Cardenas & Cardenas' team is led by managing partner Bernardo Cárdenas and fellow co-heads Eduardo Cárdenas and Catalina Pinilla. Clients value 'their network of sister Dentons firms both across the region and in New York', as an additional asset in this sector.  Among key highlights, the group managed Avicanna's listing on the Toronto Stock Exchange – the first by a company with key cannabis cultivation assets in Colombia. Overall, the eight-strong group advises an impressive array of multilateral entities, local lenders, issuers, underwriters, structuring agents and investment funds.  Associates Christina Burn and Felipe Molano also have key participation.

Testimonials

DCC has deep expertise in international capital markets offerings and related country and industry expertise.  What sets them apart from other Colombian firms is their access to their network of sister Dentons’ firms both across the region and in New York.’

Bernardo Cardenas and Daniela Mejia are recommended.

Their closeness. Although we are in two different cities –they in Bogotá and we in Cali– the execution of the project was smoothly handled. Also, its response time is excellent, each consultation, each correction was made in the shortest possible time‘.

Vocation to serve. Definitely, this firm has very good professionals who are attentive to the needs of the clients. Their support was essential to achieve our goal. This firm is at the forefront at the national level in providing this type of advice. Catalina Pinilla and Bernardo Cárdenas were essential in the development of the work. Likewise, associates Cristina Burn and Felipe Molano deserve recognition for the constant support in the execution of all the adjustments required by the corresponding authorities‘.

Key clients

BofA Securities

Citigroup Global Markets

JP Morgan Securities

Colombina

Global X Management

Horizons ETFs Management

Avicanna

Frontera Energy

Work highlights

  • Acted as local counsel to BofA Securities, Citigroup Global Markets, JPMorgan Securities, Deutsche Bank Securities and Goldman Sachs on the exchange of the outstanding senior notes, co-issued by Avianca Holdings, Grupo Taca Holdings and Avianca Leasing, and due 2020; for a new issuance of up to $550m of new 8.375% senior secured notes issued under Rule 144A/Reg S.
  • Counsel to Colombina, as issuer, and Banca de Inversión Bancolombia, as lead arranger, on the structureing of a $90m bond issuance program.
  • Advised Global X Management and Horizons ETFs Management during the change of the general manager of ETFs Fund Horizons Colombia Select de S&P, to Colombian ETFs fund.  
  • Acted as Colombian counsel for the listing of Avicanna on the Toronto Stock Exchange.

Esguerra Asesores Jurídicos

Esguerra Asesores Jurídicos has a long-established reputation in securities and regulatory matters, acting for broker dealers, banks, private capital funds, mutual funds, investment funds and trust companies, as well as international financial institutions. The broad group, which has profile due to the market-recognition enjoyed by department head Juan Pablo González, has a good balance between transactional and regulatory matters. The group also has expertise in insolvency and debt restructuring operations, representing creditors, and the liquidation of hedge funds. Associate Verónica Arango is also a relevant member of the six-strong team.

Practice head(s):

Juan Pablo González

Testimonials

It is a team that strives to achieve goals and develop projects. Juan Pablo González’s knowledge, as well as that of the firm’s associates, is very remarkable‘.

Juan Pablo González has wide recognition in the sector and is a quality pledge in the areas of law in which he advises. His extensive experience and knowledge allow him to adopt duly supported decisions. Verónica Arango was an important hiring for the team, given that her knowledge in the area of financial law strengthened the response capacity, and also made it answer inquiries promptly‘.

Key clients

Ultraserfinco Comisionista de Bolsa

Itaú  Comisionista de Bolsa

AdCap Colombia  Comisionista de Bolsa

Acción Fiduciaria Comisionista de Bolsa

Acciones Y Valores

Corredores Davivienda  Comisionista de Bolsa

EFG Bank

Ultralat Capital Markets

Financiera de Desarrollo Nacional

Interamerican Development Bank

Distribuidora Rayco

Gestor Inmobiliario

MYA Capital Panamá – Private equity fund.

Old Mutual

Scotiabank Colpatria

Finagro

BTG Pactual Comisionista de Bolsa

Porvenir

Work highlights

  • Advised Scotiabank on the issuance of subordinated bonds.
  • Acted as counsel for Finagro in an arbitral tribunal claim cncerning a controversy related to the operational agreement of a private equity fund.
  • Advised Ultraserfinco and its shareholders on the sale of the company and its subsidiaries to Credicorp Capital; the cross-border transaction involved three jurisdictions and -involving financial entities subject to special surveillance- it was therefore necessary to obtain special approval from the US and Colombian financial authorities.
  • Ongoing advice to financial group Insigneo on all legal procedures required to open an authoirsed rep-office in Colombia.

Posse Herrera Ruiz

Posse Herrera Ruiz handles the full range of capital markets transactions, along with associated administrative and regulatory matters, and compliance; doing so in an innovative, proactive and reliable way, according to clients. Under the leadership of well-reputed Mariana Posse, the practice particularly excels in the trading of securities, initial public offerings and private share placements. In a key highlight the group advised Pactia in a bond issuance to permit the company to increase its real estate portfolio. Associates support comes from Adriana Cabal  and Jesús Albarrán.

Practice head(s):

Mariana Posse

Testimonials

The firm has a very professional team with excellent capabilities and they offer us advice of great value and reliability, it is a proactive, and innovative team‘.

We highlight their expert knowledge, experience, customer relationship and very good negotiation skills, as well as strategic understanding of the business, persistence, rigour, opportunity and proactivity‘.

Key clients

Sendas Distribuidora

Pactia

Oriflame

Carton Colombia

Construcciones El Condor

Grupo Orbis

Inverlink & BTG Pactual

Work highlights

  • Advised Sendas Distribuidora on a public tender offer for 100% of the shares of Almacenes Éxito; value, $2.2bn.
  • Advised Pactia on a bond issuance to bolster its capacity to increase its real estate portfolio, one of the first bond issuances by a real estate fund in Colombia.
  • Advised Oriflame Colombia on guaranteeing a bond issuance by Oriflame Corporation.
  • Assisted Construcciones El Condor with two bond issuances in the secondary markets; the company approved a program for aproximately $140,000 to be issued gradually.
  • Advised SK subsidiary Carton Colombia on its public tender offer to acquire 30.6% of the shares not in its possession;  successfully cosnsolidating Smurfit Kappa’s ownership stake (now 97.7%).

DLA Piper Martinez Beltrán

DLA Piper Martinez Beltrán 10-strong practice has extensive experience in the Colombian and foreign securities markets, advising on a full range of capital markets transactions under both Colombian Stock Exchange and US regulation. Managing partner Camilo Martínez is the key contact; an experienced capital markets practitioner, Martínez also regularly advises financial institutions with respect to regulatory matters and also regarding investigations by the Colombian Superintendence of Finance. Co-head Sebastián Lora, who joined from Posse Herrera Ruiz in November 2019, is also experienced in financings via capital markets issuances.

Practice head(s):

Sebastian Lora; Camilo Martinez

Key clients

Grupo Exito

Grupo Aval Acciones y Valores

Banco de Bogotá

Corporación Financiera de Colombia – Corficolombiana

Banco de Occidente

Banco Popular

Banco AV Villas

Concesionaria Nueva Vía al Mar – Covimar

Concesionaria Vial Andina – Coviandina

Banco Colpatria

Banco BBVA

BTG Pactual Soluciones & Servicios

Zinobe

WorldBusiness Capital

Bancolombia

China Development Bank

Work highlights

  • Legal advisors of Grupo Éxito on the public tender offer by Grupo Pão de Açúcar, via Sendas Distribuidora, to acquire 100% of Grupo Exito’s shares (held by 9,180 shareholders).
  • Advised Termomorichal on its refinancing by Banco Santander  and Sabadell; the transaction included a security package in both Colombia and the US.
  • Advised Grupo Aval on the issuance of $1bn in bonds on the international capital markets.
  • Advised Compañía de Puertos Asociados (COMPAS) on a syndicated loan comprised of four credit facilities and in which Banco Santander is acting as Mandated Lead Arranger.

Ustáriz & Abogados Estudio Jurídico

Boutique Ustáriz & Abogados Estudio Jurídico is lauded for its specialised knowledge in capital markets regulation and products. Luís Humberto Ustáriz, whose experience includes senior roles in the private sector, co-heads an eight-strong team which acts for international investment banks, brokerage firms and trust companies. The advisory ranges from consultancy regarding securities issuance and the legal risk of potential investments, to securities compliance services. Additionally, the firm undertakes administrative representation and litigation before the financial regulator.

Testimonials

Capital markets is very specialised subject and requires knowledgeable experts, as indeed the Ustariz team has‘.

They have excellent customer service, the treatment and connection with customer affairs is very special. I’d highlight their concern to efficiently meet customer requirements and availability‘.

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

Fiduciaria de Occidente

BBVA Asset Management

Valores Bancolombia Comisionista de Bolsa

Fiduciaria Bancolombia

Compass Group Comisionista de Bolsa

Work highlights

  • Provided legal advice to Citivalores Comisionista de Bolsa on regulatory compliance issues, developing a regulatory compliance review of the market risk management system.
  • Provided legal advice to Casa de Bolsa on regulatory compliance issues uncovered by an audit of the costumer service system in accordance with applicable regulation.
  • Provided legal advice on regulatory compliance issues regarding collective funds.