(Ecopetrol, 17.Jan.2023) — Ecopetrol S.A. commenced a tender offer for cash (the “Offer“) to purchase up to U.S.$1,000,000,000 in aggregate principal amount (the “Maximum Tender Amount“) of its outstanding 5.875% Senior Notes due 2023 (CUSIP: 279158 AC3 / ISIN: US279158AC30 (the “Notes“).
The Offer is being made pursuant to Ecopetrol’s Offer to Purchase, dated 17 January 2023 (the “Offer to Purchase“), which sets forth a comprehensive description of the terms of the Offer. The Offer will expire at 11:59 p.m., New York City time, on 13 February 2023, unless extended or terminated earlier (the “Expiration Date“). Holders who validly tender and do not validly withdraw Notes on or prior to 5:00 p.m., New York City time, on 30 January 2023 (as the same may be extended, the “Early Tender Date“), that are accepted for purchase by Ecopetrol will receive the Total Consideration (as defined below), which includes the “Early Tender Premium” indicated in the table below, with respect to Notes validly tendered (and not validly withdrawn) and accepted for purchase subject to the Maximum Tender Amount. Notes validly tendered in the Offer may not be withdrawn after 5:00 p.m., New York City Time, on January 30, 2023 (unless extended by “Withdrawal Date“), except as may be required by applicable law.
Holders who validly tender (and do not validly withdraw) Notes after the Early Tender Date but prior to the Expiration Date, which Notes are accepted for purchase will receive the Tender Consideration (as defined below), subject to the Maximum Tender Amount. In addition to the Total Consideration or Tender Consideration (as applicable) for the Notes validly tendered and accepted for purchase, Holders will also receive accrued and unpaid interest from, and including, the last interest payment date up to, but excluding, the applicable Settlement Date, which will be paid in cash on the applicable Settlement Date.
Tendered Notes may be subject to proration if the aggregate purchase price of Notes validly tendered and not validly withdrawn in the Offer exceeds the Maximum Tender Amount, subject to disclosure and other requirements under applicable law. All Notes tendered at or prior to the Early Tender Date will have priority over Notes tendered after the Early Tender Date.
The following table sets forth certain terms of the Offer:
“Total Consideration” means for each U.S.$1,000 principal amount of Notes validly tendered and accepted by Ecopetrol, a cash payment to be determined in the manner described in the Offer to Purchase by reference to the Fixed Spread plus the Reference Yield of the Reference Security as quoted on the Reference Page at the Price Determination Date. The Total Consideration includes the Early Tender Premium for Notes tendered on or prior to the Early Tender Date, subject to the Maximum Tender Amount. The “Tender Consideration” means, for each U.S.$1,000 principal amount of Notes validly tendered and accepted by the Ecopetrol, the Total Consideration minus the Early Tender Premium. The applicable Consideration will be payable in U.S. dollars.
Ecopetrol reserves the right, but is not obligated, to increase the Maximum Tender Amount in its sole and absolute discretion without extending the Early Tender Date or Withdrawal Date or otherwise reinstating withdrawal or revocation rights, except as required by applicable law.
For the Notes validly tendered on or prior to the Early Tender Date (and not subsequently validly withdrawn) and accepted by Ecopetrol for purchase pursuant to the Offer, subject to the Maximum Tender Amount and proration, Ecopetrol will have the option for settlement to occur promptly after the Early Tender Date (the “Early Settlement Date“). If, at its option, there is an Early Settlement Date, the Company expects the Early Settlement Date to be on January 31, 2023, which is the first Business Day following the Early Tender Date, unless the Early Tender Date is extended by the Company in its sole discretion. If no Early Settlement Date occurs, then settlement for all Notes that are validly tendered at any time prior to the Expiration Date and that are accepted for purchase will be made on the Final Settlement Date (as defined below).
For the Notes validly tendered after the Early Tender Date and on or prior to the Expiration Date, and accepted by the Company for purchase pursuant to the Offer, subject to the Maximum Tender Amount and proration, settlement will occur promptly after the Expiration Date (the “Final Settlement Date” and, together with the Early Settlement Date, the “Settlement Date“). The company expects the Final Settlement Date to be on February 15, 2023, which is the second Business Day following the Expiration Date, unless the Expiration Date is extended by the company in its sole discretion.
The company expressly reserves the absolute right, in its sole discretion, from time to time to purchase any Notes 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 Notes.
Ecopetrol reserves the absolute right to amend or terminate the Offer in its sole discretion, subject to disclosure and other requirements as required by applicable law. In the event of termination of the Offer, Notes tendered and not accepted for purchase pursuant to the Offer will be promptly returned to the tendering holders. The complete terms and conditions of the Offer are described in the Offer to Purchase, a copy of which may be obtained from Global Bondholder Services Corporation, the tender agent and information agent (the “Tender and Information Agent“) for the Offer, at https://gbsc-usa.com/ecopetrol/ or by telephone at +1 855-654-2014 (Toll-Free) or +1 212-430 3774 (Banks and Brokers).
Ecopetrol has engaged Citigroup Global Markets Group Inc. to act as the dealer manager (the “Dealer Manager“) in connection with the Offer. Questions regarding the terms of the Offer may be directed to the Dealer Manager at +1 800-558-3745 (Toll-Free) or +1 212-723-6106 (Collect)