Pérez-Llorca Gómez-Pinzón advised Ecopetrol S.A. in a highly competitive process for the acquisition of a renewable energy project platform in Colombia. This initial phase of the transaction added 0.6 GW of solar projects to the Group’s portfolio. The acquisition includes an operational photovoltaic plant with a capacity of 102 MWac, as well as a portfolio of projects at various stages of development.
The transaction involved the acquisition of seven companies: one dedicated to providing back-office services for the others, and six focused on the development and operation of solar projects in Colombia. The sellers were Enerfin Sociedad de Energía, S.L.U. and Enerfin Enervento Exterior S.L., both Spanish subsidiaries of Statkraft, an international leader in power generation that is currently pursuing a divestment strategy in the region and other jurisdictions. Closing of the remaining three companies—comprising wind projects totaling 0.7 GW—remains subject to additional closing conditions.
Pérez-Llorca Gómez-Pinzón provided comprehensive legal support throughout the entire process, including thorough due diligence of all companies and projects involved; structuring the transaction from regulatory, corporate, and tax perspectives; drafting and negotiating the complex documents governing the deal; and structuring the R&W insurance policy. The existing project finance facilities for the solar projects were assumed by Ecopetrol S.A., avoiding impacts on operational liquidity.
The transaction documents reflect a highly sophisticated approach, addressing differences in commercial positions, regulatory constraints, tax considerations, and other legal matters. These include the Share Purchase Agreement (SPA), a Transitional Services Agreement (TSA), and various ancillary agreements incorporating complex regulatory and other conditions precedent that needed to be resolved prior to closing, as well as the corresponding antitrust filings and approvals.
The transaction required an extensive process of innovation, structuring, and negotiation lasting more than a year, during which Pérez-Llorca Gómez-Pinzón provided continuous legal support to manage the complexities of the deal.
This transaction represents an important milestone for Ecopetrol S.A. in advancing its energy transition strategy, strengthening its presence in the renewable energy sector, particularly through the addition of 0.6 GW of solar projects to its portfolio. The acquisition supports the company’s decarbonization goals under its 2040 Strategy and includes one of the most significant renewable energy assets in Colombia. It will also drive the development of solar projects in the country, especially in La Guajira, a region recognized for its exceptional renewable resource potential.
Team:
Ana Cristina Jaramillo – Partner Mergers and Acquisitions
Juan David Quintero – Partner Mergers and Acquisitions
José Luis Palacios – Partner Energy and Natural Resources
Mauricio Piñeros – Partner Tax
Mauricio Jaramillo – Partner Competition
Andrea Stephanou – Senior Associate Mergers and Acquisitions
Paola Valderrama – Senior Associate Mergers and Acquisitions
Alejandro Sotello – Senior Associate Tax
John Rojas – Associate, Mergers and Acquisitions
Nicolás Rocha – Associate Energy and Natural Resources
Laura García – Associate, Energy and Natural Resources
Bernardo Cardenas – Associate Mergers and Acquisitions