The affirmation of GEB’s ratings reflects its stable cash flow, business position, and adequate liquidity. Fitch anticipates the company’s credit metrics will remain consistent with its rating over the medium term. However, the ratings also account for GEB’s reliance on dividends from subsidiaries, its ongoing growth strategy, and a high dividend payout policy.

GEB operates a diversified portfolio of regulated businesses in electricity and natural gas transport and distribution. Its primary subsidiaries, Transportadora de Gas Internacional S.A. E.S.P. (BBB/Negative) and Gas Natural de Lima y Callao S.A. (Cálidda) (BBB/Stable), are the main contributors to its EBITDA, representing more than 70% of EBITDA from controlled companies. Dividends from its non-controlling stake in Enel Colombia S.A. E.S.P. (BBB/Negative) are expected to be the main source of dividends, averaging 60%.

Fitch projects GEB’s EBITDA leverage to increase to 4.2x in 2026 from 4.0x in 2024. The company’s free cash flow is projected to remain negative in 2025 and 2026, driven by higher capital expenditures and a dividend payout ratio of approximately 70%. GEB’s investment program is estimated to total around $1.5 billion from 2025 to 2028, with 44% directed to transmission projects in Colombia and 30% to natural gas transportation.

GEB’s credit profile is comparable to its investment-grade peers. Its ‘BBB’ rating is one notch below Enel Américas S.A. (BVC: ENELAM) (BBB+/Stable) and two notches above Empresas Públicas de Medellín E.S.P. (EPM) (BVC: EPM) (BB+/Negative). Enel Américas has a more conservative capital structure and a wider geographic footprint. EPM’s rating is linked to that of its owner, the city of Medellín. GEB is rated one notch above both AES Andes S.A. (SNSE: AESANDES) (BBB-/Stable) and Promigas S.A. E.S.P. (Promigas) (BBB-/Stable), due to its business concentration in a regulated environment compared to AES Andes, and its greater business and geographic diversification compared to Promigas.

The rating of GEB is not capped by the credit profile of its controlling owner due to regulatory ring-fencing mechanisms, material minority shareholders, and strong governance practices. These factors, under Fitch’s Parent-Subsidiary Rating Criteria, allow GEB to be rated two notches above Bogotá’s consolidated profile of (BB+/Negative).

GEB’s exposure to regulatory risk is considered low to moderate, with its geographic diversification and the strong business positions of its subsidiaries mitigating a concentration in regulated businesses in Colombia. The company’s rating is also above Colombia’s Country Ceiling (BBB-) because its applicable Country Ceiling is that of Peru (A-), reflecting the significant EBITDA generated by its Peruvian subsidiary Cálidda and dividends from its stakes in Peruvian transmission companies Consorcio Transmantaro and Red de Energía del Perú. These cash flows are sufficient to cover GEB’s foreign-currency interest payments.

GEB’s liquidity is supported by cash on hand, predictable cash flow from operations, and access to capital markets. As of June 2025, the company had approximately $327 million in cash and equivalents. It faces near-term debt maturities of $259 million in the remainder of 2025 and $495 million in 2026, which Fitch expects the company to refinance successfully.

Grupo Energía Bogotá. Photo credit: Grupo Energía Bogotá/Facebook.

The affirmation of TGI’s ratings reflects a connection to its parent company, Grupo Energia Bogotá S.A. E.S.P. (GEB) (OTCMKTS: GEB; BVC: GEB), based on what Fitch describes as medium-to-high operational and strategic incentives for GEB to support TGI. The negative outlook is consistent with Fitch’s outlook on the sovereign rating for Colombia (BB+/negative), as TGI’s cash flow is generated almost entirely within the country.

The ratings also consider the company’s position in the Colombian natural gas transportation sector, regulatory risk exposure, and capital structure. Fitch noted that the ratings also account for re-contracting risk due to a lower supply of long-term gas supply contracts.

Key Rating Drivers

Parent-Subsidiary Linkage: Fitch’s analysis of the relationship between GEB and TGI indicates a high strategic linkage, a medium operational linkage, and a low legal relationship. This is assessed using a “top-down minus one” approach, where a subsidiary’s standalone credit profile (SCP) is considered one notch below that of a stronger parent. In this case, TGI’s SCP is deemed susceptible to Colombia’s operating environment due to its domestic cash flow generation. The ratings are equalized because TGI’s SCP is one notch lower than GEB’s.

GEB’s incentives to support TGI include its nearly 100% ownership and TGI’s substantial financial contribution, which accounted for approximately 45% of GEB’s operating EBITDA at year-end 2024. Fitch expects GEB to continue its strategic focus on investing in Colombia’s midstream businesses, such as TGI.

Change in Contract Dynamics: The availability of long-term gas supply contracts has diminished, affecting commercial contracting dynamics. Regulatory changes have introduced more flexibility in gas commercialization, enabling short-term transportation contracts that align with the terms of supply agreements. This has led to lower contracted capacity for TGI, but Fitch anticipates the company will be able to renew contracts with its customers. These customers are considered part of the structural demand derived from the cities of Bogotá and Medellín, as well as the Barrancabermeja Refinery operated by Ecopetrol S.A. (NYSE: EC; BVC: ECO).

As of June 2025, TGI’s contracted capacity had an average life of 2.6 years. Fitch projects that transported volume will remain at approximately 460 million cubic feet per day (Mcfpd) between 2026 and 2027, consistent with current volumes. The average life of contracts is expected to continue decreasing as legacy agreements are renewed with shorter maturities.

Business Profile: TGI is a natural gas transporter in Colombia, with a 55% market share of transported volume. Its scale and geographic footprint provide predictability to its cash flow generation. The company’s customer base is moderately concentrated, with four distribution and marketing customers representing about 81% of revenues as of June 2025. Residential and industrial sectors accounted for 93% of revenues, providing a stable consumption pattern.

Financial Discipline and Capital Expenditures: Fitch anticipates TGI will maintain its financial discipline. EBITDA leverage is projected to peak at 2.3x at year-end 2025, influenced by lower regulatory revenues from reduced contracted volumes. Leverage is expected to decline to around 2.0x in 2026 following the implementation of a new tariff scheme. The analysis assumes TGI will fund both maintenance and expansionary capital expenditures without increasing debt levels and will maintain a dividend payout ratio of 90% of the previous year’s net income. The company has also employed hedging strategies to reduce exposure to the US dollar.

TGI is considering several projects to ensure a reliable gas supply to the interior of the country, including pipeline bidirectionality, infrastructure expansion, and a new pipeline connection in La Guajira to a Floating Storage and Regasification Unit (FSRU). While the La Guajira project may pressure free cash flow in 2026 and 2027, it is expected to strengthen the gas supply network.

Peer Analysis: TGI’s credit profile is categorized as investment-grade, with predictable EBITDA generation consistent with natural gas transportation companies such as Transportadora de Gas del Peru, S.A. (TGP) (BVL: TGP). TGI is also positioned against other regional peers in the natural gas distribution and liquefied natural gas sectors, including Gas Natural de Lima y Callao S.A. (BVL: CNL), Promigas S.A. E.S.P. (BVC: PROMIGAS), and GNL Quintero S.A.

TGI is rated one notch above Promigas due to its more conservative capital structure, with leverage below 3.0x compared to Promigas’s range of 3.5x to 4.0x. TGI’s rating is one notch below TGP, as TGP’s revenue is derived from long-term ship-or-pay contracts with a remaining average life of approximately six years, while TGI’s average contract length is 2.8 years.

The ratings also reflect the strategic and operational incentives for GEB to support TGI. In 2007, GEB provided a $370 million USD shareholder loan to TGI, which was repaid in 2023. Fitch believes that GEB could provide further support if necessary.

Liquidity and Debt Structure

As of June 2025, TGI’s cash on hand was approximately $594 billion COP, an increase from $476 billion COP in December 2024. During the first quarter of 2025, the company reduced the interest rate on its “Club Deal” facility and prepaid $50 billion COP. The Club Deal loan, which refinanced an intercompany loan from GEB in 2023, is the company’s only significant debt maturity until December 2027.

Natural gas well. (Photo credit: Ken Doerr)

The ratings are supported by Promigas’s strong business position in the natural gas transportation and distribution sectors in Colombia. These segments are regulated and function as natural monopolies, contributing to stable and predictable cash flows that mitigate re-contracting risk.

Fitch withdrew the ‘AAA(col)’ rating for the Surtidora de Gas del Caribe S.A. E.S.P. (Surtigas) local bond issuance of $330 billion COP from 2024 due to its expiration.

Key Rating Drivers

Solid Business Position

Promigas’s ratings reflect a low business risk profile, stemming from stable and predictable cash flow generation and a strong competitive position. Promigas is the second-largest natural gas transporter in Colombia, serving the Caribbean coast region. Its 3,290 kilometers of pipelines account for approximately 46% of the national network. The company is also a significant player in natural gas distribution, reaching about 38% of connected users nationwide through subsidiaries and non-controlled holdings.

Promigas’s 51% stake in Sociedad Portuaria El Cayao S.A. E.S.P. (SPEC), a liquefied natural gas (LNG) terminal, provides added flexibility to supply imported natural gas to thermoelectric plants along the coast, bolstering its capacity to meet demand fluctuations. The country ceiling applicable to Promigas is determined by Peru’s ‘A-‘ rating, as the EBITDA generated by its Peruvian subsidiaries and dividends from its 40% stake in Gas Natural de Lima y Callao S.A. (Cálidda) (BVL: CALIDDA) (IDR ‘BBB’ Stable Outlook) are sufficient to cover consolidated foreign currency interest payments.

Promigas’s cash flow is supported by operations diversified across natural gas transportation, distribution, and electric power distribution. The transportation segment, which accounts for 52.4% of consolidated EBITDA, is backed by medium-term take-or-pay contracts with capacity payments exceeding 80%, reducing volumetric risk. The gas distribution segment, contributing 30% of EBITDA, operates under a regulatory framework with low demand volatility and solid cash flows. Cash flow stability is further enhanced by dividends from non-controlled companies, which average $245 billion COP annually. The projected growth of the Peruvian market is expected to increase its share of gas distribution EBITDA from 21% to 47% over the next three years.

Recent regulatory changes aimed at increasing gas supply flexibility are credit-neutral for Promigas. The new framework allows for greater flexibility in supply contract renewal periods, facilitating shorter-term renewals, which affects transportation contract renewals in the sector. The impact on Promigas’s average contract duration remains limited, as the company maintains an average term of six years. Contractual conditions are stable, supported by Promigas’s role as critical infrastructure for the country’s gas import and transport, which supports contract renewal expectations.

Negative Free Cash Flow

Promigas’s free cash flow (FCF) is expected to remain negative in the short and medium term, continuing a five-year trend of structurally negative FCF. This is attributed to high working capital requirements in its financial services segment, high capital expenditures (capex), and consistent dividend distribution. Fluctuations in working capital, stemming from financing the non-bank financial services business and delays in subsidy payments, require significant cash resources and limit operating cash flow (OCF) available for investment. Promigas’s participation in strategic projects, such as pipeline bidirectionality, infrastructure expansion, and alternative pipeline enablement under the national supply plan, will maintain high investment requirements. Consolidated capex from 2025 to 2029 is projected at $5.6 trillion COP, with 61% allocated to transportation.

Fitch’s base case projects that gross leverage, unadjusted for financial services, will remain near 4.3x, and adjusted leverage at 4x in the coming years, leaving limited room relative to rating sensitivities. In 2024, unadjusted leverage reached 4.2x and adjusted leverage was 3.9x, supported by strong cash generation from thermoelectric demand. Fitch’s base case does not include the tariff modification planned for 2027.

To ensure comparability with other rated issuers, Fitch adjusts reported debt and EBITDA to reflect the operations of the financial services program Brilla and estimates a capital allocation for this segment, considering its risk profile. An increase in the delinquency of the loan portfolio managed by gas distributors has required additional debt resources, putting pressure on credit metrics.

Gases de Occidente S.A. E.S.P. (GDO) and Surtigas, both rated ‘AAA(col)’, have the highest independent national ratings and do not receive benefits from their parent company, Promigas. Their ratings are supported by strong business profiles, stable operational generation, low demand variability, and regulated tariffs. Fitch projects that GDO’s consolidated leverage will remain below 4x, with adjusted leverage around 2.5x. For Surtigas, leverage is expected to peak at 4.3x in 2025 due to higher working capital needs. Both companies maintain adequate liquidity, supported by available cash, predictable operations, and reliable market access.

Peer Analysis

Promigas maintains a credit profile consistent with its investment-grade rating. Its low business risk reflects its participation in regulated businesses and its strong position in the natural gas transportation and distribution sectors in Colombia.

Promigas’s ‘BBB-‘ IDRs are one notch below those of Transportadora de Gas Internacional S.A. E.S.P. (TGI) (BBB Negative Outlook) and Cálidda (BBB Stable Outlook). These companies benefit from more conservative capital structures and operate in countries with similar operational environments, such as Colombia and Peru.

Promigas’s credit profile is positioned between that of other operational holding companies in Colombia, such as Empresas Públicas de Medellín S.A. E.S.P. (EPM) (BB+ Negative Outlook) and Grupo Energía Bogotá S.A. E.S.P. (GEB) (BBB Negative Outlook). Promigas’s IDR is one notch below GEB’s due to its lower business and geographical diversification and structurally negative FCF generation, which results in higher leverage levels than GEB’s in the medium term.

The rating actions were based on a review conducted on August 21, 2025, with committee members Natalia O’Byrne (chair), Gustavo Mueller, and Adriana Eraso. The credit rating opinion provided by Fitch Ratings Colombia S.A. Sociedad Calificadora de Valores is a professional assessment and does not constitute a recommendation to buy, sell, or hold a security, nor does it guarantee the fulfillment of the rated entity’s obligations.

Promigas. Photo credit: Promigas/Facebook.