Ecopetrol (NYSE: EC) moves to acquire 51% voting control of Brava Energia
Rhea-AI Filing Summary
Ecopetrol S.A., through its Brazilian subsidiary Ecopetrol Investimentos do Brasil Ltda., completed the auction for a voluntary tender offer on August 5, 2026 to acquire 116,110,717 common shares of Brava Energia S.A. at R$23.00 per share, representing approximately 25% of Brava’s issued and outstanding share capital.
The company plans to settle and pay for these shares and consummate, on August 17, 2026, a separate share purchase agreement with shareholders holding approximately 26% of Brava, so that Ecopetrol Brasil is expected to own about 51% of Brava’s voting share capital. The acquisition is expected to be financed initially through a short-term Bridge Facility governed by New York law, arranged via Ecopetrol Capital AG, and later refinanced with a mix of long-term debt and equity contributions to support a capital structure aligned with Ecopetrol’s leverage targets and credit ratings.
Positive
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Filing Explained
The August 5 filing says the auction is complete and its regulatory requirements and conditions precedent were satisfied, but payment and the related 26% purchase remain scheduled for August 17, subject to required procedures; control of Brava therefore remains expected, not completed.
Key Figures
Key Terms
voluntary tender offer financial
Bridge Facility financial
intercompany loan financial
leverage targets financial
forward-looking statements regulatory
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FAQ
What transaction did Ecopetrol (EC) complete regarding Brava Energia S.A.?
What role does Ecopetrol Capital AG play in the Brava Energia transaction?
On which exchange was Ecopetrol’s (EC) Brava Energia tender offer executed and what is Brava’s ticker?
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 August, 2026
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)
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| COLOMBIA |
|
(Jurisdiction of incorporation or organization)
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| Carrera 13 No. 36 – 24 |
| BOGOTA D.C. – 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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)
Yes ¨ No x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)
Yes ¨ No x
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
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. | ||||
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By: |
/s/ Alfonso Camilo Barco | |||
| Name: |
Alfonso Camilo Barco |
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| Title: | Chief Financial Officer | |||
Date: August 5, 2026
Ecopetrol Announces Successful Auction Result for the Acquisition of Approximately 25% of the Share Capital of Brava Energia S.A.
Bogotá, August 5, 2026
Ecopetrol S.A. ("Ecopetrol" or the "Company") (BVC: ECOPETROL; NYSE: EC) announces that, on August 5, 2026, its Brazilian subsidiary, Ecopetrol Investimentos do Brasil Ltda. ("Ecopetrol Brasil"), successfully completed the auction process for the voluntary tender offer (Oferta Pública de Aquisição Voluntária, or "OPAV") conducted through the B3 S.A. – Brasil, Bolsa, Balcão securities exchange in Brazil for the acquisition of 116,110,717 common shares of Brava Energia S.A. (B3: BRAV3) ("Brava"), representing approximately 25% of Brava's issued and outstanding share capital, at a price of R$23.00 per share (the "OPAV Shares"). The completion of the auction followed the satisfaction of all applicable regulatory requirements and conditions precedent to the OPAV.
The transaction attracted strong market demand, resulting in a favorable outcome consistent with the terms initially offered.
The Company continues to take the actions required to (i) settle and pay for the OPAV Shares on August 17, 2026 (the "Settlement Date") and (ii) consummate, on the Settlement Date, the share purchase agreement entered into on April 23, 2026 with a group of shareholders of Brava holding, in the aggregate, approximately 26% of Brava's share capital, in each case subject to the completion of all procedures required under the transaction agreements and applicable regulations.
The successful completion of the auction process represents a significant milestone in the transaction announced by the Company on April 23, 2026, pursuant to which Ecopetrol Brasil is expected to acquire a controlling interest representing approximately 51% of Brava's voting share capital (the "Transaction").
The Company expects to initially finance the Transaction through a short-term credit facility governed by the laws of the State of New York (the "Bridge Facility"), entered into on the date hereof by Ecopetrol Capital AG, a subsidiary of the Company organized under the laws of Switzerland which, in turn, will extend an intercompany loan to Ecopetrol Investimentos do Brasil LTDA. The Company anticipates refinancing the Bridge Facility through a combination of long-term debt and equity contributions, with the objective of maintaining a sustainable capital structure consistent with the Company's leverage targets and credit ratings.
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Ecopetrol is 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, road concessions in Chile, and the telecommunications sector.
This release contains statements that may be considered forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All forward-looking statements, whether made in this release or in future filings or press releases, or orally, address matters that involve risks and uncertainties, including in respect of the Company’s prospects for growth and its ongoing access to capital to fund the Company’s business plan, among others. Consequently, changes in the following factors, among others, could cause actual results to differ materially from those included in the forward-looking statements: market prices of oil & gas, our exploration, and production activities, market conditions, applicable regulations, the exchange rate, the Company’s competitiveness and the performance of Colombia’s economy and industry, to mention a few. We do not intend and do not assume any obligation to update these forward-looking statements.
For more information, please contact:
Investor Relations Office
Email: investors@ecopetrol.com.co
Head of Corporate Communications (Colombia)
Marcela Ulloa
Email: marcela.ulloa@ecopetrol.com.co