Amidst a world where large mergers and acquisitions are gaining momentum, Colombia remains on investors’ radar. Despite global caution, the country remains one of the most active markets in the region, ranking second in Latin America in terms of capital mobilized after Brazil. And although the number of transactions has decreased, the total value of transactions has increased, with the market becoming more selective and focusing on strategic operations with greater impact.
The mid-market segment, leading for its agile operations
The greatest activity continues to be concentrated in the mid-market, i.e., medium-sized companies with agile operations and clear structures, which facilitates reasonable closing times in line with the parties’ expectations. This segment is currently the most deep and predictable, making it particularly attractive to investors. Macroeconomic risk is managed contractually. Given the uncertainty and with the intention of spreading risks in a volatile environment, there is growing use of closing price adjustment mechanisms and so-called earn-outs, mechanisms that allow part of the price to be paid depending on the future performance of the company. Beyond the macroeconomic context, it remains clear that successful transactions are those that are structured and executed efficiently from the early stages, with clear communication between the parties. The closing of transactions that do not meet this standard tends to be delayed or does not occur, even when there is economic interest.
A gradual reactivation of deal-making is anticipated
Looking ahead to 2026, international analyses anticipate a gradual revival of deal-making, i.e., the cycle of negotiating and closing transactions, driven by greater macroeconomic stability and a possible decline in interest rates. According to Juan Camilo Rodríguez, lead partner in the Corporate and M&A area at CMS Rodríguez-Azuero, “globally, we will see more carve-outs, the sale of business units that are no longer strategic, and divestitures, with companies freeing up capital to focus on their core business. We expect private equity to continue deploying capital, particularly in the mid-market or medium-sized company segment, and interest to continue in sectors such as energy transition, digital infrastructure, healthcare, technology, and artificial intelligence. Greater activity is also anticipated in opportunistic transactions and distressed assets, especially in certain segments of real estate and industry.”
These trends are also particularly relevant for Colombia, not only because of growing interest from foreign investors in emerging markets, but also because of the opportunities opening up for Colombian companies seeking to expand internationally by taking advantage of competitive asset valuations abroad. In Colombia, the sectors with the greatest investment potential continue to be renewable energy and the entire energy transition chain, driven by the arrival of major global players and structural market needs. Added to these are financial services, insurance, and fintech, as well as technology, software, and the industrial and mining-energy sectors, all of which have ample room to consolidate, modernize, and generate new value.
A market that operates in contexts of political uncertainty
The change of government scheduled for 2026 could lead to temporary delays in some decisions, as is often the case in any political transition. However, as Rodríguez explains, “the Colombian market is accustomed to operating in contexts of political uncertainty, and in practice much of that risk is managed through contracts. MAC/MAE clauses, which stand for “material adverse change,” typically exclude general political or regulatory changes, and protections are transferred to representations and warranties, price adjustments, and, in some cases, earn-outs.” Even so, he acknowledges that changes in government do tend to cause pauses in large investments, especially in capital-intensive projects. “In such scenarios, investors strengthen contractual safeguards and seek additional protections, such as insurance or international arbitration, without this meaning that the market comes to a standstill,” he added.
For Colombian companies, this environment offers significant opportunities, from attractively valued assets to relatively efficient closing processes and a reliable legal framework and system for managing and enforcing contractual compensation, with arbitration as a central tool. But there are also risks: regulatory volatility, political uncertainty, and still-high debt costs. This calls for greater discipline in financial structuring and risk allocation.
Recommendations for navigating a demanding market
In light of this, the recommendations are clear. First, prepare before going to market: sellers must conduct internal due diligence and buyers must structure their investment well, because lack of preparation remains one of the main reasons why a deal does not close. Second, focus on strategic investments aligned with the core of the business and avoid the approach of growing for growth’s sake. And third, have specialized legal and financial teams in place from the outset, capable of anticipating risks, maintaining control of the transaction, and aligning expectations. In a more demanding market, the quality of professional support can be the difference between closing a deal and missing an opportunity.
