BOGOTÁ, Colombia, Jan. 19,
2024 /PRNewswire/ -- Ecopetrol S.A. ("Ecopetrol" or
the "Company") (NYSE: EC) announced today the results of the
previously announced cash tender offer (the "Offer") by Ecopetrol,
to purchase any and all of its outstanding 4.125% Notes due 2025
(the "Securities").
The Offer expired on January 16,
2024, at 5:00 p.m.,
New York City time (the
"Expiration Time"). The Offer was made solely pursuant to the Offer
to Purchase (the "Offer to Purchase") and the related Notice of
Guaranteed Delivery (the "Notice of Guaranteed Delivery"), each
dated January 9, 2024.
Ecopetrol was advised by Global Bondholder Services Corporation,
the tender and information agent for the Offer, that the aggregate
principal amount of Securities, as set forth in the table below,
was validly tendered and not validly withdrawn pursuant to the
terms of the Offer.
The conditions of the Offer, including the pricing and closing
of Ecopetrol's concurrent offering of notes, were satisfied.
Ecopetrol accepted for purchase all Securities validly tendered
and not validly withdrawn in the Offer, and paid the Total
Consideration for such Securities on January 19, 2024 (the "Settlement Date"), as set
forth in the table below, plus accrued and unpaid interest on
such Securities from the last interest payment date to, but
excluding the Settlement Date in accordance with the terms of
the Offer.
Title of
Securities
|
|
CUSIP/ISIN
Number
|
|
Outstanding
Principal
Amount
|
|
Principal
Amounted
Tendered and
Accepted
|
|
|
|
Total
Consideration(1)
(2)
|
4.125% Notes
due 2025
|
|
279158 AK5
/
US279158A
K55
|
|
$1,200,000,000
|
|
$737,350,000
|
|
|
|
$994.70
|
(1) Per
$1,000 principal amount of Securities validly tendered and accepted
for purchase pursuant to the Offer to 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.
|
Furthermore, Ecopetrol intends to deposit with The Bank of New
York Mellon, as trustee under the indenture governing the
Securities (the "Indenture"), as trust funds in trust specifically
pledged as security for, and dedicated solely to, the benefit of
the holders of the Securities not tendered pursuant to the Offer,
Government Obligations (as defined in the Indenture) and cash,
together sufficient to pay and discharge the aggregate principal
amount of such Securities, accrued and unpaid interest and any
Additional Amounts (as defined in the Indenture) with respect to
such Securities, as set forth in Section 401 of the Indenture. Upon
such deposit and satisfaction of the conditions set forth in
Section 401 of the Indenture, all obligations of Ecopetrol under
the Securities not tendered pursuant to the Offer and the Indenture
solely with respect to such Securities, except for those that are
expressly provided to survive, will be satisfied and discharged
pursuant to Section 401 of the Indenture.
BBVA Securities Inc., BofA Securities, Inc. and Citigroup
Global Markets, Inc. served as Dealer Managers (the "Dealer
Managers") for the Offer.
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 was 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. 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
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 was deemed 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 has not been authorized by the Colombian
Superintendency of Finance (Superintendencia Financiera de
Colombia or the "SFC" by its
acronym in Spanish) and has not been 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
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SOURCE Ecopetrol S.A.