UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN
PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of January, 2024
Commission File Number 001-34175
ECOPETROL
S.A.
(Exact name of registrant as specified in its
charter)
N.A.
(Translation of registrant’s name into English)
COLOMBIA
(Jurisdiction of incorporation or organization)
Carrera 13 No. 36-24
BOGOTA –
COLOMBIA
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F
¨
Indicate by check mark whether
the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No
x
If “Yes” is marked, indicate below
the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A
Ecopetrol S.A. Announces Pricing of Cash Tender Offer for Any and All of its Outstanding 4.125% Notes due 2025
BOGOTÁ, COLOMBIA, January 16, 2024
– Ecopetrol S.A. (“Ecopetrol” or the “Company”) (NYSE: EC) announced today the tender offer consideration
(the “Total Consideration”) payable in connection with the previously announced cash tender offer (the “Offer”)
by Ecopetrol, which commenced on January 9, 2024, to purchase any and all of its outstanding 4.125% Notes due 2025 (the “Securities”),
upon the terms and subject to the conditions set forth in Ecopetrol’s Offer to Purchase, dated January 9, 2024 (as the same may
be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Notice of Guaranteed Delivery (as
it may be amended or supplemented from time to time, the “Notice of Guaranteed Delivery”), the terms and conditions of which
remain unchanged. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offer to Purchase.
The Offer will expire today, January 16,
2024, at 5:00 p.m., New York City time, unless extended (such date and time, as it may be extended, the “Expiration Time”).
The Offer to Purchase contains detailed information regarding the manner in which the Total Consideration was calculated.
The following table sets forth the Total
Consideration for the Securities. The Fixed Spread over the Reference Yield listed in the table below is based on the bid-side price
of the Reference U.S. Treasury, as calculated by the Dealer Managers (as defined below) at 10:00 a.m., New York City time, today,
as described in the Offer to Purchase.
Title
of
Securities |
|
CUSIP/ISIN
Number |
|
Outstanding
Principal
Amount |
|
Reference
U.S.
Treasury
Security |
|
Bloomberg
Reference
Page |
|
Reference
Yield |
|
Fixed
Spread
(Basis
Points) |
|
Total
Consideration(1)(2) |
4.125% Notes due 2025 |
|
279158 AK5 / US279158AK55 |
|
$1,200,000,000 |
|
UST 1.125% due January 15, 2025 |
|
FIT4 |
|
4.678% |
|
+0 bps |
|
$994.70 |
(1)
Per $1,000 principal amount of Securities validly tendered and accepted for purchase.
(2)
Excludes accrued and unpaid interest on their purchased
Securities from the last interest payment date for the Securities to, but excluding, the Settlement Date (as defined below).
In addition to the Total Consideration, holders
whose Securities are accepted for purchase pursuant to the Offer, including Securities tendered by guaranteed delivery, will also receive
accrued and unpaid interest on their purchased Securities from the last interest payment date for the Securities to, but excluding, the
Settlement Date.
Upon the terms and subject to the conditions
of the Offer, the settlement date is expected to be January 19, 2024 (the “Settlement Date”). On the Settlement Date, Ecopetrol
expects to accept for payment and pay the Total Consideration for Securities validly tendered and not validly withdrawn at or prior to
the Expiration Time or delivered by guaranteed delivery prior to 5:00 p.m., New York City time, on January 18, 2024.
Tenders of Securities pursuant to the Offer
may be validly withdrawn at or prior to the Expiration Time. If the Offer is extended, tendered Securities may be withdrawn at any time
before the 10th business day after commencement of the Offer. Securities subject to the Offer may also be validly withdrawn at any time
after the 60th business day after commencement of the Offer if for any reason the Offer has not been consummated within 60 business days
after commencement.
The Offer is conditioned upon the satisfaction
or waiver by Ecopetrol of certain conditions described in the Offer to Purchase, including the Financing Condition (as defined below),
but is not conditioned upon any minimum principal amount of Securities being tendered. Subject to applicable law, Ecopetrol may, at its
sole discretion, waive any condition applicable to the Offer and may extend the Offer. Under certain conditions and as more fully described
in the Offer to Purchase, Ecopetrol may terminate the Offer before the Expiration Time.
The Offer is being
made in connection with a concurrent offering of notes (the “New Notes”) by the Company (the “Notes
Offering”). The “Financing Condition” means that the Company shall have priced and closed the Notes Offering on
terms satisfactory to the Company and resulting in net cash proceeds sufficient to fund the Total Consideration with respect to the
Securities validly tendered at or prior to the Expiration Time (regardless of actual amount of Securities tendered), plus accrued
and unpaid interest on the purchased Securities from the last interest payment date to, but excluding, the Settlement Date. The
Offer is not an offer to sell or a solicitation of an offer to buy the New Notes.
The complete terms and
conditions of the Offer are set forth in the Offer to Purchase and in the related Notice of Guaranteed Delivery, which holders are urged
to read carefully before making any decision with respect to the Offer.
The Offer is open to
all registered holders of Securities. A beneficial owner of Securities that are held of record by a broker, dealer, commercial bank,
trust company, or other nominee (each, a “Custodian”) must instruct such Custodian to tender such Securities on the beneficial
owner’s behalf in a timely manner. Beneficial owners should be aware that a Custodian may establish its own earlier deadline for
participation in an Offer.
Global Bondholder Services
Corporation is serving as the tender agent and information agent. Requests for documents may be directed to Global Bondholder Services
Corporation by telephone at +1 212-430 3774 (banks and brokers) or Toll-Free at +1 855-654-2014.
Copies of the Offer
to Purchase and related Notice of Guaranteed Delivery are available at the following web address: at https://gbsc-usa.com/ecopetrol/.
BBVA Securities Inc.,
BofA Securities, Inc. and Citigroup Global Markets, Inc. are serving as Dealer Managers (the “Dealer Managers”) for the Offer.
Questions regarding the Offer may also be directed to the Dealer Managers as set forth below:
BBVA Securities Inc.
1345 Avenue of the Americas,
44th Floor
New York, New York 10105
United States of America
Attn: Liability Management
Collect: +1 (212) 728 2446
U.S. Toll Fee: +1 (800) 422 8692
Email: liabilitymanagement@bbva.com |
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
United States of America
Attention: Liability Management Group
Collect: +1 (646) 855-8998
U.S. Toll Free: (888) 292-0070
|
Citigroup Global Markets, Inc.
388 Greenwich Street, Trading
4th Floor New
York, New York 10013
United States of America
Attn: Liability Management Group
Collect: +1 (212) 723-6106
U.S. Toll-Free: +1 (800) 558-3745
Email: ny.liabilitymanagement@citi.com |
This press release is for informational purposes
only and does not constitute an offer to purchase nor the solicitation of an offer to sell any Securities. The Offer is being made only
pursuant to the Offer to Purchase and related Notice of Guaranteed Delivery.
No Recommendation
None of Ecopetrol, BBVA Securities Inc.,
BofA Securities, Inc., Citigroup Global Markets, Inc., Global Bondholder Services Corporation, or the trustee or security registrar
with respect to the Securities, nor any affiliate of any of the foregoing, has made any recommendation as to whether holders should
tender or refrain from tendering all or any portion of their Securities in response to the Offer or expressing any opinion as to
whether the terms of the Offer are fair to any holder. Holders must make their own decision as to whether to tender any of their
Securities and, if so, the purchase price of Securities to tender. Please refer to the Offer to Purchase for a description of the
offer terms, conditions, disclaimers and other information applicable to the Offer.
About Ecopetrol
Ecopetrol is the largest company in Colombia
and one of the main integrated energy companies in the American continent, with more than 18,000 employees. In Colombia, it is responsible
for more than 60% of the hydrocarbon production of most transportation, logistics, and hydrocarbon refining systems, and it holds leading
positions in the petrochemicals and gas distribution segments. With the acquisition of 51.4% of ISA’s shares, the company participates
in energy transmission, the management of real-time systems (XM), and the Barranquilla - Cartagena coastal highway concession. At the
international level, Ecopetrol has a stake in strategic basins in the American continent, with Drilling and Exploration operations in
the United States (Permian basin and the Gulf of Mexico), Brazil, and Mexico, and, through ISA and its subsidiaries, Ecopetrol holds
leading positions in the power transmission business in Brazil, Chile, Peru, and Bolivia, road concessions in Chile, and the telecommunications
sector.
Disclaimer and Other Important Notices
The Company expressly reserves the absolute right,
in its sole discretion, from time to time to purchase any Securities that remain outstanding after the Expiration Time through open-market
or privately negotiated transactions, one or more additional tender or exchange offers or otherwise, on terms and at prices that may
or may not be equal to the consideration offered in the Offer, or to exercise any of its rights, including redemption rights, under the
Indenture governing the Securities.
This press release and the Offer to Purchase
do not constitute an offer to purchase or the solicitation of an offer to sell Securities in any jurisdiction in which such offer or
solicitation would be unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of Ecopetrol by the Dealer Managers or one or more registered
brokers or dealers licensed under the laws of such jurisdiction. If materials relating to the Offer come into a holder’s possession,
the holder is required by Ecopetrol to inform itself of and to observe all of these restrictions.
The Offer to Purchase has not been filed with
or reviewed by the SEC, any state securities commission or any other regulatory authority, nor has any such commission or other regulatory
authority passed upon the accuracy or adequacy of the Offer to Purchase or any of the accompanying ancillary documents delivered thereunder.
Any representation to the contrary is unlawful and may be a criminal offense.
The Offer to Purchase will not be authorized
by the Colombian Superintendency of Finance (Superintendencia Financiera de Colombia or the “SFC” by its acronym in
Spanish) and will not be registered under the Colombian National Registry of Securities and Issuers (Registro Nacional de Valores
y Emisores) or the Colombian Stock Exchange (Bolsa de Valores de Colombia or the “BVC” by its acronym in Spanish),
and, accordingly, the Offer to Purchase may not constitute an offer to persons in Colombia except in circumstances which do not result
in a public offering under Colombian law and must be carried out in compliance with Part 4 of Decree 2555 of 2010.
This press release may contain forward-looking
statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States
Securities Exchange Act of 1934, as amended, including those related to the Offer. Forward-looking information involves important risks
and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such results may differ from those
expressed in any forward-looking statements. Ecopetrol is not under any obligation to (and expressly disclaims any such obligation to)
update forward- looking statements as a result of new information, future events or otherwise, except as required by law.
Investor Relations
Carolina Tovar Aragón
Head of Capital Markets
Carrera 13 No. 36-24, Bogotá, Colombia
e-mail: investors@ecopetrol.com.co
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
Ecopetrol S.A. |
|
|
|
|
|
|
|
By: |
/s/ Ricardo Roa Barragan |
|
|
Name: |
Ricardo Roa Barragan |
|
|
Title: |
Legal Representative |
Date: January 16, 2024 |
|
|
|
Ecopetrol (NYSE:EC)
Historical Stock Chart
From Jun 2024 to Jul 2024
Ecopetrol (NYSE:EC)
Historical Stock Chart
From Jul 2023 to Jul 2024