BOGOTÁ, Colombia, Oct. 8, 2024
/PRNewswire/ -- Ecopetrol S.A. ("Ecopetrol" or the
"Company") (NYSE: EC) announced today the commencement of a
cash tender offer (the "Offer"), to purchase any and all of its
outstanding 5.375% Notes due 2026 (the "Securities"), upon the
terms and subject to the conditions set forth in Ecopetrol's Offer
to Purchase, dated October 8, 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"). Capitalized terms used but
not defined herein shall have the meanings given to such terms in
the Offer to Purchase.
The following table sets forth certain terms of the Offer:
Title of Securities(1)
|
|
CUSIP/ISIN
Number
|
|
Outstanding
Principal Amount
|
|
Reference
U.S.
Treasury
Security
|
|
Bloomberg
Reference
Page
|
|
Fixed
Spread
(Basis
Points)
|
5.375% Notes due
2026
|
|
279158 AL3 /
US279158AL39
|
|
$1,250,000,000
|
|
UST 4.500%
due March 31,
2026
|
|
FIT4
|
|
+45 bps
|
(1) The Securities are redeemable at par at any time on or after
March 26, 2026.
The "Total Consideration" offered for each $1,000 principal amount of Securities validly
tendered and accepted for purchase pursuant to the Offer will be
calculated in accordance with the formula described in the Offer to
Purchase by reference to the Fixed Spread for the Securities over
the Reference Yield based on the bid-side price of the Reference
U.S. Treasury Security, as calculated by the Dealer Managers (as
defined below) at 10:00 a.m.,
New York City time, on
October 15, 2024. 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 (as defined below).
The Offer is being made pursuant to the Offer to Purchase, which
contains a comprehensive description of the terms of the Offer. The
Offer is scheduled to expire at 5:00
p.m., New York City time,
on October 15, 2024, unless extended
or earlier terminated (the "Expiration Time"). 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validly tendered and not validly withdrawn at or prior to the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 October 17, 2024. Upon the terms and subject to
the conditions of the Offer, the settlement date is expected to be
October 18, 2024 (the "Settlement
Date").
Following payment for the Securities accepted pursuant to the
terms of the Offer, Ecopetrol currently intends (but is not
obligated) to redeem all or a portion of the Securities that remain
outstanding in accordance with the terms of the Indenture governing
the Securities. The Offer does not constitute a notice of
redemption or an obligation to issue a notice of redemption.
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 such 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., J.P. Morgan Securities LLC and Santander
US Capital Markets LLC 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.
|
J.P. Morgan
Securities LLC
|
Santander US Capital
Markets LLC
|
1345 Avenue of the
Americas,
|
383 Madison
Avenue
|
437 Madison
Avenue
|
44th Floor
|
New York, New York
10179
|
New York, New York
10022
|
New York, New York
10105
|
United States of
America
|
United States of
America
|
United States of
America
|
Attention: Latin
America Debt Capital Markets
|
Attn: Liability Management Group
|
Attn: Liability
Management
|
Collect: (212)
834-7279
|
Collect: (212)
940-1442
|
Collect: +1 (212) 728
2446
|
U.S. Toll
Free
|
U.S. Toll-Free: (855)
404-3636
|
U.S. Toll Fee: +1 (800)
422 8692
|
|
Email:
AmericasLM@santander.us
|
Email:
liabilitymanagement@bbva.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., J.P. Morgan Securities
LLC, Santander US Capital Markets LLC, 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 descrie: (866) 846-2874ption of the offer
terms, conditions, disclaimers and other information applicable to
the Offer.
About Ecopetrol
Ecopetrol is a mixed-economy company, the largest company in
Colombia and one of the main
integrated energy companies in the American continent, with more
than 19,000 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, toll 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 Date 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
Lina María Contreras Mora
Acting Head of Capital
Markets
Carrera 13 No. 36-24, Bogotá, Colombia
e-mail: investors@ecopetrol.com
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SOURCE Ecopetrol S.A.