Ecopetrol S.A. ("Ecopetrol"), announced the final tender results in connection with its previously announced 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 was made pursuant to Ecopetrol's Offer to Purchase, dated January 17, 2023 (the "Offer to Purchase"), which set forth a comprehensive description of the terms of the Offer.
The Offer expired at 11:59 p.m., New York City time, on February 13, 2023 (the "Expiration Date"). Any Notes that have been validly tendered cannot be withdrawn, except as may be required by applicable law.
The following table summarizes the final results for the Offer as of the Expiration Date and the principal amount of Notes that Ecopetrol has accepted for cancellation:
Holders who validly tendered and did not validly withdraw their Notes on or prior to the Early Tender Date, and whose Notes were accepted for purchase by Ecopetrol pursuant to the Offer, received the Total Consideration of U.S.$1,003.41 per U.S.$1,000 principal amount of Notes (the "Total Consideration"), which included an early tender payment (the "Early Tender Premium") of U.S.$30.00 per U.S.$1,000 principal amount of Notes, subject to the Maximum Tender Amount.
Holders who tendered after the Early Tender Date but prior to the Expiration Date will receive the Tender Consideration only. 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.
In addition to the Tender Consideration 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 Final Settlement Date, which will be paid in cash on the Final Settlement Date.
All the Notes tendered after the Early Tender Date but prior to the Expiration Date, and not validly withdrawn, were accepted for purchase. Since the principal amount of tenders does not exceed the Maximum Tender Amount, Ecopetrol will accept all Notes tendered after the Early Tender Date but prior to the Expiration Date.
For the Notes validly tendered after the Early Tender Date and on or prior to the Expiration Date, and accepted by Ecopetrol 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"). Ecopetrol expects the Final Settlement Date to be on February 15, 2023, which is the second Business Day following the Expiration Date.
Ecopetrol expressly reserves the absolute right, in its sole discretion, from time to time to purchase any Notes that remain outstanding after the Final Settlement 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.
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 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)
