April 8, 2024

Public Call for Interest in Public-Private Partnership for Construction of Airport in Colombia

The Public Call for Third Parties to Express Interest in the Construction and Operation of the San Andres Islas Project in Colombia Has Begun
Holland & Knight Alert
Edwin Cortes | Maria Alejandra Gomez | Daniela María Arbeláez

Colombia’s National Infrastructure Agency (Agencia Nacional de Infraestructura or ANI) launched the public call for the invitation of third parties interested in the project whose purpose is the financing, preparation of studies and designs, reconstruction, administration, operation, maintenance, commercial exploitation, modernization and reversion of the Gustavo Rojas Pinilla Airport on the island of San Andres.

According to Law 1508 of 2012, private parties can prepare and present different private initiatives to develop public-private partnerships without the need of public resources. Once an initiative is approved in the prefeasibility and feasibility phase of the project, the public entity shall publish information about the project to seek possible interested third parties.

Therefore, by means of this invitation, ANI requires that possible interested parties express their interest in executing the project under the conditions agreed upon between ANI and the originator of the project, maintaining the condition of not requiring public funds for the execution of the project, accompanied by the respective guarantee, as well as accrediting their legal and financial capacity and investment experience.

The third parties selected in the manifestation of interest shall present an offer in the Small Value Abbreviated Selection Process with Prequalification (Proceso de Selección Abreviada de Menor Cuantía con Precalificación) applicable to award the concession agreement. If there are no third parties interested in the project, the ANI shall award the project directly to the originator.

The Gustavo Rojas Pinilla Airport project includes three functional units. The first consists of the maintenance and operation of the existing airport infrastructure. The second is the demolition, construction and furnishing of the cargo terminal and several surrounding buildings of the airport. The third is the demolition of the existing passenger terminal and the construction, furnishing, operation and maintenance of the new passenger terminal. The duration of the concession agreement resulting from this project is 30 years, including the reversion stage, with a total investment of US$265,020,008.

The project retribution will be paid on a semiweekly basis, charged based on the airport tariffs established in Resolution No. 02010 of 2021 (or any other that substitutes it), as well as the revenues not associated with those airport tariffs, such as the commercial exploitation of the airport.    

The qualifying minimum requirements applicable to this selection process are detailed below.

Legal Capacity

The following may participate in the expression of interest:

  • natural and/or legal entities under Colombian law
  • legal entities under foreign law

All of the above can participate individually or under plural structures.

Interested third parties shall have the legal capacity to submit their expression of interest and, if they are shortlisted for the bidding process, they shall present an offer. In the event any of them result in becoming awardee, it is mandatory for the awardee to execute and perform the contract, in compliance with all the legal provisions for its fulfillment.

Legal capacity is evidenced as follows:

  • Natural Persons: Colombian identification (ID), foreigner’s ID or passport is required.
  • National or Foreign Legal Entities Domiciled in Colombia: Certificate of existence and legal representation issued within 30 days prior to closing, stating the powers of the legal representative, the corporate purpose, the incorporation of the company and the legal status of the company, are required.
  • Foreign Legal Entity Not Domiciled in Colombia: Document proving the existence and legal representation of the foreign company, with basic information of the company (e.g., corporate name, purpose, representatives and their powers) is required. This document shall be dated fewer than four months prior to the closing date of this bidding process.
  • Plural Structures: It is mandatory for interested third parties to provide the document of constitution of the plural structure for the joint presentation of the manifestation of interest and, in case of being awarded, the incorporation of a Special Purpose Vehicle (SPV). This requirement shall be evidenced with the private document duly authenticated, in which the plural structure is constituted. Likewise, each member of the plural structure must prove the existence and legal representation requirements individually.

The interested third parties, with their manifestation of interest, shall present a guarantee equivalent to 0.5 percent of the estimated investment budget of the project, throughout an insurance policy, trust agreement or a standby letter of credit.

Investment Experience

Tenderers shall accredit the investment experience through the accreditation of financing using the following options:

  • Option 1: This option consists of one concession infrastructure project whose financing value has been at least US$27,403,350.
  • Option 2: This option consists of up to four concession infrastructure projects with a simple aggregate financing value of at least US$36,540,966. At least one of the financing agreements shall have been for a value of at least US$18,270,483. In plural structures, the financing may be credited by one or various “leaders” of the project.

Financial Capacity

  • Net Worth: The offeror must have a minimum net worth of US$36,540,966. In plural structures, the net worth of the members may be added to prove the minimum net worth required. The “leader” of the plural structure shall have a minimum net worth of US$10,962,184.
  • Debt Ratio: A debt ratio of 90 percent is required if the bidder is a financial institution. If the bidder is not a financial institution, the debt ratio shall be 85 percent.

The bidder, or its members, may accredit the qualifying requirements related to financial capacity and/or investment experience directly or indirectly with 1) its parent corporations, 2) its controlled corporations or 3) the corporations controlled by its parent corporations.

The bidder or the members of a plural structure shall prove the situation of thought-out control by stock ownership.

The private equity funds may support the participation of the offerors in the bidding process by means of a letter of intent. The bidder or the member of a plural structure shall have one or several irrevocable investment commitments for a minimum of US$4,238,182. This intention letter may support the financial capacity and, in those cases, shall be accompanied by a private fund certification of the commitment made to the interested party. The private equity funds may support the investment experience of the bidder.

The third parties interested in the project shall present comments on the invitation document until May 2, 2024, and the ANI will receive expression of interest until July 12, 2024.

Information contained in this alert is for the general education and knowledge of our readers. It is not designed to be, and should not be used as, the sole source of information when analyzing and resolving a legal problem, and it should not be substituted for legal advice, which relies on a specific factual analysis. Moreover, the laws of each jurisdiction are different and are constantly changing. This information is not intended to create, and receipt of it does not constitute, an attorney-client relationship. If you have specific questions regarding a particular fact situation, we urge you to consult the authors of this publication, your Holland & Knight representative or other competent legal counsel.

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