Ecopetrol launches R$23 tender offer for Brava stake
Ecopetrol S.A. reports that its Brazilian subsidiary has launched a voluntary tender offer on Brazil’s B3 exchange to buy 116,110,717 common shares of Brava Energia S.A. at R$23.00 per share.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Ecopetrol S.A. reports that its Brazilian subsidiary has launched a voluntary tender offer on Brazil’s B3 exchange to buy 116,110,717 common shares of Brava Energia S.A. at R$23.00 per share. These shares represent approximately 25% of Brava’s issued and outstanding capital, and the price reflects a premium of about 20.9% over Brava’s 90-day volume-weighted average price.
The offer is part of a previously announced transaction that, subject to a share purchase agreement, regulatory approvals and other conditions precedent, would give Ecopetrol a 51% controlling voting interest in Brava. The tender offer remains open until June 25, 2026 and is expected to be financed with a bridge loan. Ecopetrol expects that, once completed, the acquisition will increase reserves and production, improve EBITDA and ROACE, and further expand and diversify its energy portfolio in Brazil.
Positive
- Strategic expansion into Brazil with control stake in Brava Energia: Ecopetrol targets a 51% controlling voting interest in Brava Energia via a tender offer and related share purchase agreement, expecting improvements in reserves, production, EBITDA and ROACE while diversifying its international portfolio.
Negative
- None.
Insights
Ecopetrol is pursuing control of Brava Energia via a premium tender offer financed with a bridge loan.
Ecopetrol is offering R$23.00 per share for 116,110,717 Brava Energia shares, aiming for about 25% ownership through this tender offer as part of a broader transaction to reach 51% voting control. The 20.9% premium over the 90-day VWAP signals a strong strategic interest in Brava’s assets.
The company plans to fund the acquisition with a bridge loan, which introduces short-term financing needs but can be refinanced later. Management highlights expected benefits to reserves, production, EBITDA and ROACE, along with greater exposure to Brazil’s energy market, though these outcomes depend on regulatory approvals and successful closing by the announced June 25, 2026 tender deadline.
Key Figures
Key Terms
voluntary Tender Offer financial
VWAP financial
bridge loan financial
conditions precedent regulatory
forward-looking statements regulatory
controlling voting interest financial
FAQ
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What transaction did Ecopetrol (EC) announce involving Brava Energia S.A.?
What ownership level in Brava Energia is Ecopetrol (EC) ultimately targeting?
How will Ecopetrol (EC) finance the Brava Energia acquisition?
Is Ecopetrol’s (EC) tender offer for Brava Energia being made in the United States?
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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 May, 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)
|
| COLOMBIA |
|
(Jurisdiction of incorporation or organization)
|
| 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. | ||||
|
By: |
/s/ Alfonso Camilo Barco | |||
| Name: |
Alfonso Camilo Barco |
|||
| Title: | Chief Financial Officer | |||
Date: May 25, 2026
Ecopetrol advances in the acquisition of an equity stake in Brava Energia S.A. through the launch of a tender offer in Brazil
Bogota D.C., May 25, 2026
Ecopetrol S.A. (BVC: ECOPETROL; NYSE: EC) announces that today its Brazilian subsidiary, Ecopetrol Investimentos do Brasil LTDA, after obtaining approval from B3, launched a voluntary Tender Offer (TO) on Brazil’s B3 stock exchange at a price of R$23.00 per share to acquire 116,110,717 common shares of Brava Energia S.A. (B3: BRAV3) (“Brava” or the “Company”), representing approximately 25% of its issued and outstanding shares. This offer price represents a premium of approximately 20.9% over the Company’s 90-day VWAP prior to the date of this announcement.
This TO forms part of the transaction announced on April 23, 2026, which, subject to the Share Purchase Agreement and the satisfaction of applicable conditions precedent, would result in Ecopetrol acquiring a controlling voting interest of 51% in the Company.
The TO will remain open until June 25, 2026 (inclusive), date on which the auction will take place. The transaction is subject to applicable regulatory approvals and applicable conditions precedent, all of which are disclosed in the document published today on B3 in Brazil.
The results of the TO, as well as any other material developments related to the closing of this acquisition, will be publicly disclosed in due course. Additionally, as previously announced by Ecopetrol, consideration for this acquisition is expected to be financed through a bridge loan. Upon completion of the transaction, Ecopetrol expects to generate positive impacts on reserves, production, EBITDA, ROACE, among other metrics, while expanding its presence in Brazil, diversifying its high-growth asset base, and strengthening its international portfolio.
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This document is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell, or a recommendation to buy or sell any securities in any jurisdiction. The tender offer described herein is being conducted exclusively in the Federative Republic of Brazil, in accordance with applicable Brazilian law and regulations.
The tender offer is not being made, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States, and the District of Columbia). No securities referenced herein have been or will be registered under the U.S. Securities Act of 1933, or under the securities laws of any state or other jurisdiction of the United States, and neither the U.S. Securities and Exchange Commission (the "SEC") nor any U.S. state securities commission has approved or disapproved of the tender offer or the securities described herein, or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offense under the laws of the United States.
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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