Gómez Pinzón has advised BTG Pactual US Capital, BTG Pactual., Comisionista de Bolsa, Inverlink and Merrill Lynch, Pierce, Fenner & Smith Incorporated as placement agents in the global offering of 953,714,705 shares of common stock of Grupo Energía Bogotá S.A.E.S.P (the company)., by its controlling shareholder, Bogotá Distrito Capital (the selling shareholder). The $669m deal closed on July 31st.
The offering is part of a democratization process by the selling shareholder implemented in accordance with Colombian law, and particularly with article 60 of the Colombian Political Constitution and law 226 of 1995, which was approved in November 2016.
On April 5th, in the first phase of the process, the shares of common stock of the company were offered to a limited number of investors, such as current and former to the company employees, pension funds and other entities which make up the “solidary sector.”
In the second phase of the offering, 953,714,705 shares of common stock of the company were offered through a global offering, which consisted of an international offering of 73,807,653 shares of common stock of the company in the US only to qualified institutional buyers as defined in rule 144A in transactions exempt from registration under the securities act and outside the US to institutional and other investors that are not US persons in reliance on regulation S. The offering was also made in a public offering of 879,907,052 shares of common stock of the company Colombia to investors in Colombia who are not US. persons which started on July 4th.
BTG Pactual US Capital, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated served as placement agents in relation to the international offering and BTG Pactual S.A. Comisionista de Bolsa, Inverlink S.A.S. and the Colombian placement agents appointed by BTG Pactual S.A. Comisionista de Bolsa acted as placement agents with respect to the Colombian offering.
Grupo Energia Bogotá is a leading owner, developer and operator of electricity and natural gas infrastructure assets across LatAm, with presence in Colombia, Peru, Guatemala and Brazil.
White & Case served as US counsel and J&A Garrigues Perú S. Civil de R.L. as Peruvian counsel to BTG Pactual US Capital and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
Milbank, Tweed, Hadley & McCloy acted as US counsel, Posse Herrera Ruiz as Colombian counsel and Estudio Echecopar as Peruvian counsel to the issuer and the selling shareholder.