Countries in Latam your role covers: Chile, Colombia, Perú and México

What are the most significant cases and transactions in the LATAM region that you or your legal team has recently been involved in?

We have been part of the acquisition of three water companies in Chile. We acquired 100% of one of them and the other two acquisitions involved 50% and the agreement of a joint venture agreement.

On top of that, we closed the financing of one large infrastructure deal ($500m) and are currently negotiating the bids for two large water-related projects ($1b and $500m). We are also starting negotiations for the acquisition of another company involving 75% ownership in the region.

The unusual business environment created by the pandemic has been swiftly followed by the Ukraine crisis, attendant supply chain costs rising and inflation. Are you now putting more emphasis on preparing for the unforeseen and, if so, what does this entail?

Yes, we are. Regarding M&A, the new measures entail deeper due diligence of the assets including international treaty contracts of the country where the target is located, extended liability periods preferably 18 to 24 months, as opposed to 12 months, increased liability caps, insurance coverage for breach of contract, and stronger reps and warranties, which include extended sanctions lists and sanctions persons and supply chain control to subcontractors and subcontractors of the subcontractors, up to third tier.

For projects, the new measures entail deeper review and management of contractors and subcontractors, deeper review of the supply chain i.e. procurement and higher number of liquid guarantees (25% of the purchase price needs to be guaranteed by an “on demand” liquid instrument).

What are your organisations plans in the LATAM region over the next 12 months and how will your legal expertise help to achieve these plans?

We will maintain our investment targets, provided (i) the exchange rates and inflation compared to dollar remains assumable, and (ii)regulatory changes, like in Chile and Perú, do not harm carrying out business in the country. However, expectations of the returns are now higher, given the more uncertain environment in the region.