Finance Monthly Deal Maker Awards 2015 Edition

57 www.finance-monthly.com DEAL MAKER OF THE YEAR - COLOMBIA Joint Venture Agreement Between the Two Toyota Distributors in Colombia Chosen for its involvement in the following transaction: Santiago Gutiérrez is partner at Lloreda Camacho & Co. He joined the firm in 1992. He heads the Corporate and Finance practice areas, and also co-heads the M&A practice group. He has a law degree from Universidad Javeriana and completed postgraduate studies in Financial Management at the School of Marketing and Management (ESMA) in Barcelona, Spain. Before joining Lloreda Camacho & Co., Mr. Gutiérrez worked as In-House Counsel at Extebandes Bank and in the Bogotá offices of Conavi. He was also the Legal Vice President and General Secretary of Corfiunión, and General Secretary of Banco Union Colombiano. He also worked as an International Associate at Simpson Thacher & Bartlett LLP in New York City. Mr. Gutiérrez has served on several boards of directors of financial institutions such as Corfiunión, Leasing Phoenix, Fidunion, Corredores Asociados S.A., and Willis Corredores de Seguros S.A.. He has been ranked by Chambers & Partners and Legal 500 as one of Colombia’s leading Corporate/M&A lawyers. He is a member of the International Bar Association and of Lawyers Associated Worldwide. Mr. Gutiérrez is currently Vice-President of the Chamber of Legal Services of the National Association of Industries (ANDI). Contact Details: sgutierrez@lloredacamacho.com | Tel.: (571) 326 4270 About Andrés Hidalgo Andrés Hidalgo is partner at Lloreda Camacho & Co. He joined the firm in 2004. He heads the Government Procurement practice group and co-heads the M&A practice group. He also oversees competition law matters. His practice focuses on government procurement, M&A, corporate law and competition law. He has advised several domestic and international companies in major bidding processes and public contracts, and also in cross-border M&A transactions. He also provides day-to-day advice on corporate matters and merger control compliance. He has a law degree from Universidad de los Andes and completed postgraduate studies in Administrative Law at the same university. He also received an LL.M. degree from Northwestern University. Mr. Hidalgo has been ranked by Chambers & Partners as one of Colombia’s leading Corporate/M&A lawyers. Before joining the firm, he worked as Legal Director of the Compartel Program of the Colombian Ministry of Communications and as Law Clerk to Justice Jaime Araújo at the Colombian Constitutional Court. He is a member of the International Association of Young Lawyers (AIJA). Mr. Hidalgo is co-author of “Merger Control 2014” (Colombian Chapter), Chambers & Partners Publishing, London, 2014. He is also author of the following publications: “Challenges of Enforcing Common Law-Based M&A Contracts in Colombia,” International Bar Association – Latin American Regional Forum, September, 2013; and “Top Ten Antitrust Concerns in M&A Transactions in Colombia,” Association of Corporate Counsel, September, 2014. Contact Details: ahidalgo@lloredacamacho.com | Tel.: (571) 326 4270 About Santiago Gutiér rez Lloreda Camacho & Co. acted as counsel to Toyota Motor Corporation (TMC) and its Colombian subsidiary – Toyota de Colombia S.A. (TDC) – in the JV agreement between TDC and Distoyota S.A.S. to distribute Toyota brand vehicles in Colombia. Distoyota had been an authorized importer and distributor of Toyota vehicles in Colombia for almost 50 years. TDC was a younger company, incorporated in 2008 as a result of a spin-off from SOFASA, TMC’s former JV with Renault. As of TDC’s incorporation, TDC and Distoyota competed as the two TMC authorized distributors of Toyota motor vehicles and spare parts in Colombia. Before the JV, Colombia was one of only three countries in the world where two different Toyota distributors operated. After obtaining antitrust clearance, the shareholders of TDC and of Distoyota incorporated Automotores Toyota Colombia S.A.S. (ATC) – now TMC’s sole distributor in Colombia. The transaction – closed after nearly two years of rigorous negotiations – was highly complex as it required analysis of a wide array of factors, including legal, labor, economic, commercial, timing and even reputational considerations. The Japanese and Colombian parties finally agreed to sign the JV agreement in conjunction with an intricate network of ancillary contracts. As a result of the JV, the Japanese car maker will have more robust and integrated operations in Colombia, and its new distributor will gain operational efficiencies over the two predecessors. ATC will also be able to sell an expanded portfolio of Toyota vehicles and parts through a now-unified dealership network that totals almost 50 dealers nationwide – ultimately benefitting Toyota’s customers. The JV transaction is highly strategic for TMC’s expansion plans in Latin America and for the Toyota brand, and has had a deep impact on the vehicle industry in Colombia. Transaction Repor t Calle 72 #5 – 83. Bogotá, Colombia Website: www.lloredacamacho.com WINNER: