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Oleoducto Central S.A - Tender Offer - Early Results

OCENSA ANNOUNCES EARLY RESULTS OF TENDER OFFER FOR ITS 4.000% NOTES DUE 2027 FOR UP TO $100,000,000 AGGREGATE PRINCIPAL AMOUNT


08 MAY 2023


Full announcement including disclaimers and offer restrictions available via prnewswire (Source: Oleoducto Central S.A.)


"BOGOTÁ, Colombia, May 8, 2023 /PRNewswire/ -- Oleoducto Central S.A. ("Ocensa"), announced today the early tender results in connection with its previously announced tender offer for cash (the "Offer") to purchase up to U.S.$100,000,000 in aggregate principal amount (the "Maximum Tender Amount") of its outstanding 4.000% Notes due 2027 (CUSIP: (144A / Reg S): 680617 AC1 / P7358R AD8/ ISIN: (144A / Reg S): US680617AC18 / USP7358RAD81 / Common Code (144A / Reg S): 220679667 / 220679691) (the "Notes"). The Offer is being made pursuant to Ocensa's Offer to Purchase, dated April 24, 2023 (the "Offer to Purchase"), which sets forth a comprehensive description of the terms of the Offer.


Withdrawal rights for the Offer expired as of 5:00 p.m., New York City Time, on May 5, 2023 (unless extended by Ocensa, the "Withdrawal Date"). Notes validly tendered in the Offer may no longer be withdrawn after the Withdrawal Date, except as may be required by applicable law. As of 5:00 p.m., New York City time, May 5, 2023 (the "Early Tender Date"), the following principal amount of the Notes had been validly tendered and not validly withdrawn pursuant to the Offer:"


(1) Per U.S.$1,000 principal amount of Notes that are validly tendered and accepted for purchase pursuant to the Offer to Purchase.


(2) Includes the Early Tender Premium (as defined below) of U.S.$30.00 per U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) on or prior to the Early Tender Date.


(3) Excludes (i) accrued and unpaid interest up to, but not including, the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below), as the case may be, and (ii) subject to the terms and exceptions set forth in the Indenture, any additional amounts such that the Tender Consideration (as defined below) or the Total Consideration set forth above, as applicable, and accrued interest received by Holders after the deduction or withholding of any taxes imposed or levied by or on behalf of Colombia will be equal to the amount that would have been due had there been no such taxes required to be so deducted or withheld, which will be paid in addition to the Total Consideration or the Tender Consideration, as the case may be.


Holders who have validly tendered and have not validly withdrawn their Notes on or prior to the Early Tender Date, and whose Notes are accepted for purchase by Ocensa pursuant to the Offer, will receive the Total Consideration as shown in the table above, which includes 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. The "Tender Consideration" means, for each U.S.$1,000 principal amount of Notes validly tendered and accepted by Ocensa, the Total Consideration minus the Early Tender Premium. The applicable Consideration will be payable in U.S. dollars."

 

OCENSA LAUNCHES TENDER OFFER FOR ITS 4.000% NOTES DUE 2027 UP TO $100,000,000 AGGREGATE PRINCIPAL AMOUNT


24 APRIL 2023


Full announcement including disclaimers and offer restrictions available via prnewswire (Source: Oleoducto Central S.A.)


"BOGOTÁ, Colombia, April 24, 2023 /PRNewswire/ -- Oleoducto Central S.A. ("Ocensa"), announced today that it has commenced a tender offer for cash (the "Offer") to purchase up to U.S.$100,000,000 in aggregate principal amount (the "Maximum Tender Amount") of its outstanding 4.000% Notes due 2027 (CUSIP: (144A / Reg S): 680617 AC1 / P7358R AD8/ ISIN: (144A / Reg S): US680617AC18 / USP7358RAD81 / Common Code (144A / Reg S): 220679667 / 220679691) (the "Notes").The Offer is being made pursuant to Ocensa's Offer to Purchase, dated April 24, 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 May 19, 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 May 5, 2023 (as the same may be extended, the "Early Tender Date"), that are accepted for purchase by Ocensa 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 May 5, 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[1]: "


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