Bernardo P Cárdenas Martínez

Practice Areas

Banking and Finance, Corporate, Mining, Capital Markets, FinTech, M&A

Career

Bernardo Cárdenas is Bogotá’s office managing partner whose main focus is Mergers and & Acquisitions and Banking and Finance practices. Major legal directories universally rank him as a top tier lawyer. With more than 30 years of experience, including a period with a leading US law firm, he leads Dentons M&A and Banking and Finance practice teams. His experience includes some of the most significant transactions and financings in recent Colombian history, advising Tyndall Group on the sale of a majority shareholding to Primax S.A. (a Peruvian gasoline retailer) in Distribuidora Andina de Combustibles, formerly Exxon Mobil Colombia. He also counseled the French enterprise, Group Saur on the purchase of a majority of the shares of Naunet S.A., an aqueduct and sewage company in Colombia’s northern region. Bernardo acted as local counsel during the issuance of debtor-in-possession (DIP) guaranteed notes by Pacific Exploration & Production Corporation to the current noteholders and Catalyst Capital Group Inc. This was one of the first and most important cross-border insolvency and financing deals presented before the Colombian authorities testing the current cross-border insolvency Colombian regime.

Professional Memberships

College of Universidad Colegio Mayor de Nuestra Señora del Rosario Lawyers.

College of Mining and Petroleum Lawyers.

Experience

Banking and Finance experience:

Confidential client: Advising on a USD 65 million credit facility agreement for project expansion and development, including negotiation, structuring, and security package assessment. The transaction features innovative repayment mechanics linked to economic rights from specific quota sales, marking a milestone in the local market while promoting social and environmentally sustainable development.

Inter-American Development Bank: Advising on the assessment of potential material risks arising from ongoing environmental sanctioning procedures in the context of financing a company in the hospitality sector.

International financial institution: Acted as local counsel to the Client as lender in two senior secured credit facilities granted to Nugil S.A.S. and JGDB Holding S.A.S. to fund the acquisition of common shares of Grupo Nutresa and Grupo Sura.

United States International Development Finance Corporation (DFC): Local counsel to DFC as lender in a credit facility agreement granted to finance the expansion of a large-scale sustainable forestry plantation. Amount of the transaction: USD$22 million.

Finnish Fund For Industrial Cooperation Ltda: Advisors in the financing granted by Finnish Fund for Industrial Cooperation to Forest First Colombia S.A.S. for up to USD$1.5 million.

Multiple financial entities: Advising the Initial Purchasers in the issue by Colombia Telecomunicaciones S.A. ESP of US$500 million in an aggregate principal amount of 4.950% Senior Notes due 2030, made pursuant Rule 144A and Regulation S under the Securities Act of the United States of America.

Multiple financial entities: Advising the dealer managers and solicitation agents in relation to the exchange of the Senior Notes due 2020 by Avianca Holdings S.A. issued under Rule 144A Regulation S under the Securities Act of the United States of America. Amount of the transaction: US$550 million.

Ad-hoc Committee and Computershare Trust Company of Canada: Acting as local counsel to the Ad-hoc Committee and Computershare Trust Company of Canada as collateral agent in the financing through a debtor-in-possession issuance of guaranteed notes by Pacific Exploration & Production Corporation to the current note-holders and Catalyst Capital Group Inc. US$500 million.

IFC and IIC: Acting as local counsel to IFC and IIC as lenders in 2 credit agreements to Centro Hospitalario Serena del Mar S.A. to finance the construction, equipping and placing into operation of a high complexity, 151 bed university hospital, to be located in the city of Cartagena, Colombia. US$ equivalent to COP$70,851,275,000.

Financiera de Desarrollo Nacional S.A. (FDN): Counseling the lender in a credit agreement to Opain S.A. and a trust (patrimonio autónomo) as co-borrower to perform voluntary works in the International Airport El Dorado of Bogotá. This matter involved a due diligence of all the aspects of the concession, the modification of security documents and the security package given to the “senior” banks and the review of the conditions necessary to perform the voluntary works by the borrower, with the prior authorization of the ANI and other entities. COP$190 billion.

Sumitomo Mitsui Bank, HSBC, Bancolombia S.A., Bancolombia Panamá and BNP Paribas: Advising Sumitomo Mitsui Bank, HSBC, Bancolombia S.A., Bancolombia Panamá and BNP Paribas as lenders in a Dollar credit agreement and a Colombian Peso credit agreement with Opain S.A. to refinance existing indebtedness and capital expenditures for the modernization and expansion of the International Airport El Dorado of Bogotá. US$500 million.

IFC Capitalization (Subordinated Debt) Fund, L.P.: Counseling IFC Capitalization (Subordinated Debt) Fund, L.P. as lender in the financing to Banco Davivienda S.A., to provide it with funding for its financing operations in foreign currency. US$172.5 million.

IFC: Advising IFC on the loan agreement with Fundación Cardiovascular de Colombia Zona Franca S.A.S. and Fundación Cardiovascular de Colombia, for the construction, equipping, and placing into operation of an international hospital, located in Santander, Colombia. US$30 million.

HSBC, JPMorgan, Corpbanca, Credit Suisse, BBVA: Acting as local counsel to the Joint Bookrunners, Joint Lead Managers, and initial purchasers in the issuance of notes by Colombia Telecomunicaciones S.A., ESP made pursuant Rule 144A and Regulation S under the Securities Act of the United States of America. US$750 million.

Credit Suisse LLC and other lenders: Advising Credit Suisse LLC and other lenders on the second amended and restated credit agreement entered with Canacol Energy Ltd. and certain related companies as guarantors, to repay a credit facility granted by Bank of Nova Scotia and Citibank, N.A., and working capital needs. US$220 million.

Export- Import Bank of United States, JPMorgan Chase Bank, N. A., Bank of Tokyo-Mitsubishi UFJ, Ltd., Citibank N.A., JPMorgan Chase Bank, N. A., and Mizuho Corporate Bank, Ltd: Acting as local counsel to Export- Import Bank of United States, JPMorgan Chase Bank, N. A., Bank of Tokyo-Mitsubishi UFJ, Ltd., Citibank N.A., JPMorgan Chase Bank, N. A and Mizuho Corporate Bank, Ltd. as lenders in the financing consisting of a credit agreement with Ecopetrol S.A. and a facility agreement with Ecopetrol S.A. Credit Agreement: US$426,616,323 - Facility Agreement: US$420,442,800.

Mergers and acquisitions experience:

Globalvía inversiones S.A.U.: Advising on the acquisition of 100% of Ashmore's shares in SF Convias S.A.S., owner of a 5.4-kilometer toll road concession in Barranquilla, Colombia. Globalvia is a leading international infrastructure company with over 28,000 employees worldwide.

Weener plastics group: Advising on the vendors' due diligence for Colombia, Argentina, and Mexico in connection with the global acquisition of Weener Plastics by Silgan Holdings Inc., a leading supplier of sustainable rigid packaging solutions for essential consumer goods.

TC Transcontinental: Advising TC Transcontinental on the acquisition of Banaplast S.A.S. a flexible packaging company based in Armenia, Colombia. We assisted our Client in the preparation of a due diligence report within the target, in the negotiation and review of the SPA from the point of view of Colombian law and in the negotiation of the closing documents of the transaction

Tyndall Group: Advising on the sale of 99.71% of the outstanding shares of Distribuidora Andina de Combustibles S.A. (formerly ExxonMobil Colombia) to Primax S.A. In this auction sale process, we advised Tyndall in the structuring of the transaction and in the drafting and negotiation of the transaction documents with Primax and three other bidders interested in the acquisition of the shares. Approximate Value of the Transaction: US$232 million.

Education

Awards

Languages Spoken

Spanish

English