The figure of Risk Bonds was created by the business reactivation regime "Law 550 of 1999", later regulated by Decree 257 of 2001, then rescued with Decree 560 of 2020 and finally part of the permanent legislation thanks to Law 2437 of 2024.

With the capitalization of liabilities, the legislator sought to provide creditors with a tool that would allow them to convert their credits into risk bonds, through issues contained in the reorganization agreement or in the reform thereof.

In turn, they represent for the debtor a mechanism to save the company by allowing it to understand that its liabilities are covered when creditors agree to convert or capitalize their liabilities into bonds that remain ordinary, or that have the possibility of being converted into shares once a term or condition is reached, thus contributing to lighten its financial burden, since it reduces the cost of financing compared to the costs it would have to assume if it were to seek new indebtedness in the financial market.

In addition, the issuer has the power to discharge this debt from liabilities, when the bonds are converted into shares, since, from that moment on, they are recorded in equity.

Thus, there are many benefits of issuing bonds as a financing mechanism for companies, including tax advantages, the possibility of excluding or deducting interest payments from taxes and the definitive solution to some of the agency problems.

Notwithstanding that Law 1116 of 2006 already established the possibility of capitalization of claims in the reorganization agreement with the consent of each creditor, including labor creditors, Law 2437 of 2024 gave a new opportunity to the risk bonds, seeing in it a mechanism for financial relief and business reactivation, It allows granting its holders all kinds of economic privileges, including special voting rights in certain materials of the company, establishing as the only condition that all the rules of the game and prerogatives granted to the creditors are approved in the reorganization agreement, observing the law and the bylaws.

So far there have been few practical cases in which debtors in insolvency have made use of the issuance of risk bonds as a mechanism of relief and business reactivation in their reorganization agreements, so after knowing the benefits of this figure, I propose that, as users and advisors, we build solutions that from our scope make it attractive and allow us to make the most of this really attractive mechanism for debtors and creditors, among which I highlight the following:

1. A secondary market for risk bonds should be created, allowing the exclusive negotiation of these instruments between companies in insolvency.

2. Consider offering differential interest or yields to creditors that decide to capitalize their liabilities through the issuance of bonds, with respect to the interest offered to the rest of the creditors within the framework of the reorganization agreement.

3. The granting of collateral guarantees to bondholders on the issuer's assets as backing for their securities, not necessarily on fixed assets, but on other types of assets, such as current inventory, trademarks or intangible assets, should be promoted.

4. Considering that the creditor would obtain profits and yields with respect to its bonds, it is not necessary that, in consideration for this improvement, the debtor should be granted an equity consideration different from the one implicitly provided by the capitalization, i.e., to reduce its liabilities due to the capitalization.

5. Those bonds that contemplate political rights, in the exercise of them, allow the capitalizing creditors to make real contributions in kind to the company, either through knowledge and experience.

Together with the investment banks that are dedicated to buying loans in insolvency processes, the creation of a market in which, after the creditors agree to capitalize their liabilities, they can sell them to the banks, which would then trade them in a secondary market. This would expand the market and investment options, while promoting capitalization and stimulating the market and the return of capital flows to the economy.