Ecopetrol S.A. (BVC: ECOPETROL; NYSE: EC) has successfully completed the Brazilian tender offer that will allow the Colombian energy company to take control of Brava Energia S.A. (B3: BRAV3), acquiring approximately 25% of the Brazilian oil and gas producer through an August 5 auction on the B3 exchange.

Ecopetrol’s Brazilian subsidiary, Ecopetrol Investimentos do Brasil Ltda., acquired 116,110,717 common shares at R$23 per share. The shares represent approximately 25% of Brava Energia’s issued and outstanding share capital. Ecopetrol said the auction attracted strong market demand and was completed after all applicable regulatory requirements and conditions precedent for the offer were satisfied.

“We expect to disclose the results of the OPAV together with any other material developments related to the transaction.” – Ecopetrol S.A.

The auction is the second major component of Ecopetrol’s plan to obtain a 51% controlling voting stake in Brava Energia. In April, Ecopetrol agreed to acquire approximately 26% of Brava from a group of significant shareholders through a separate share purchase agreement. Combining that transaction with the shares acquired through the OPAV is expected to give Ecopetrol approximately 51% of Brava’s voting share capital.

CVM suspension cleared the way for the auction

The successful auction follows a regulatory dispute that temporarily interrupted the transaction.

Brazil’s Comissão de Valores Mobiliários (CVM) suspended the tender offer on June 16 after its technical division identified issues requiring adjustments to the offer documentation. The suspension initially threatened the planned June 25 auction.

Ecopetrol and the offer’s intermediary institution appealed the decision. On July 14, the CVM’s Collegiate Board granted the appeal, reversing the basis for the suspension and allowing the offer process to proceed following the required amendments.

Ecopetrol subsequently published a revised offer document on July 20 incorporating the regulator’s recommendations and reopened the OPAV. The revised timetable established August 5 as the auction date and August 17 as the financial settlement date.

The transaction also cleared another important condition before the auction. Brazil’s competition authority, CADE, granted the relevant merger-control approval, which became final in June. The amended offer documentation also reflected waivers obtained from Brava’s debenture holders concerning the change of control.

Ecopetrol targets a larger Brazilian oil and gas position

The Brava transaction represents a bigger expansion of Ecopetrol’s position in Brazil, where the Colombian company has operated for approximately two decades.

Brava Energia was created in 2024 through the merger of 3R Petroleum Óleo e Gás and Enauta Participações. The company operates oil and natural gas assets across multiple Brazilian basins, including both offshore and onshore operations, as well as midstream activities. At the end of 2025, Brava reported approximately 459 million barrels of oil equivalent in reserves.

Ecopetrol said the acquisition is intended to strengthen its international exploration and production portfolio and diversify its reserve and production base. The company already holds Brazilian upstream interests, including a stake in the Gato do Mato development in the Santos Basin.

Settlement will complete the control transaction

Although the auction has been successfully completed, the transaction is not yet fully settled.

Ecopetrol said the OPAV shares will be paid for and settled on August 17, 2026. On the same date, the company expects to consummate the April share purchase agreement covering the approximately 26% stake held by the existing shareholder group, subject to completion of the remaining procedures required under the transaction agreements and applicable regulations.

Ecopetrol plans to initially finance the transaction through a short-term bridge facility arranged through Ecopetrol Capital AG. The company said it expects to refinance that facility through a combination of long-term debt and equity contributions, with the objective of maintaining a capital structure consistent with its leverage targets and credit ratings.

Once both components are completed, Ecopetrol is expected to hold approximately 51% of Brava Energia’s voting share capital, giving Colombia’s state-controlled energy company control of a major independent Brazilian oil and gas producer.

The successful August 5 auction therefore marks the key operational step in Ecopetrol’s planned takeover. The remaining milestone is financial settlement on August 17, after which the company expects the combined transactions to establish its controlling position in Brava Energia.

Headline photo: Ecopetrol headquarters in Colombia (Photo shared by Ecopetrol via their website)

Holland & Knight has named José Vicente Zapata executive partner of its Bogotá office, the firm announced on May 4, 2026. Zapata will oversee day-to-day management of the office while continuing to lead his energy practice, which focuses on corporate, contractual, and commercial matters, with an emphasis on spin-offs and mergers and acquisitions. He succeeds Enrique Gómez Pinzón, who has served as executive partner since the office opened in 2012 and will now take the title of executive partner emeritus while continuing his corporate, M&A, finance, and international arbitration practice.

Zapata has been with Holland & Knight for nearly 12 years and co-chairs the firm’s Venezuela Focus Team, a group of partners who advise clients with interests in that country. His regulatory work covers environmental, energy, and natural resources matters, as well as corporate compliance, including the design of ethics programs and compliance with Colombia’s Sistema de Autocontrol y Gestión del Riesgo Integral de Lavado de Activos y Financiación del Terrorismo (SAGRILAFT) anti-money-laundering and counter-terrorism financing regime. He also handles liability cases involving contractual and non-contractual damages.

“I look forward to continuing to strengthen our team’s offerings in advising Colombian companies and guiding international clients to navigate entry into the Colombian market.” — José Vicente Zapata, Executive Partner, Holland & Knight Bogotá

Zapata earned his LL.M. in Sustainable Development and International Business Law from McGill University in Montreal and his J.D. from the Pontificia Universidad Javeriana in Bogotá. He has been ranked in Energy & Natural Resources: Environment by Chambers Global and Chambers Latin America since 2014, was named to The Legal 500 Latin America Hall of Fame in Environment in 2025 and 2026, and is regularly listed in The Best Lawyers in Colombia.

“I look forward to continuing to strengthen our team’s offerings in advising Colombian companies and guiding international clients to navigate entry into the Colombian market,” Zapata said in a written statement.

Bob Grammig, Holland & Knight’s chair and chief executive officer, said Zapata’s appointment was intended to focus the office on growth in Colombia and across Latin America. Gómez Pinzón said he would continue to support the office in his emeritus role.

The Bogotá office now houses nearly 70 lawyers. Its practice covers cross-border deals and international trade; mergers, acquisitions, and joint ventures; oil, gas, and mining projects; environmental assessments, liability, and compliance; taxation; labor law; intellectual property, trademark, and patent registration; antitrust and consumer law; capital markets, venture capital, and private equity; international licensing and franchising; project finance and foreign investment; corporate reorganizations and financial restructurings; litigation and international arbitration; and private wealth services.

Holland & Knight’s Latin America Practice Group includes more than 200 attorneys working on cross-border M&A, joint ventures, private equity and financing transactions, and disputes involving Latin America. The firm overall counts approximately 2,200 lawyers and other professionals across 35 offices. Founded in 1889, it provides representation in litigation, corporate and finance, real estate, healthcare, and government matters.

The leadership transition comes as international firms continue to deepen their footprint in Bogotá to serve foreign investors entering Colombian energy, infrastructure, and natural resources markets, and to advise Colombian corporates pursuing transactions abroad.

While Chile, Argentina and Peru continued to see deals at a constant pace, Colombia, Brasil and Mexico saw a decrease in the quantity of deals done. The devaluation of the Brasilian Real and the Colombian Peso have caused adjustments in the relative economics within the two countries, and the volatility of petroleum prices have been the primary impediments to more deal traffic in 2015, according to Baker & McKenzie analysis.

Sectors seeing the most M&A activity include financial services, industrial production, energy, mining, and pharmaceuticals.

Notwithstanding, the study signals that countries such as Colombia and Brasil have been becoming more and more attractive for foreign investment and this will push growth in cross border transactions over the medium to long term. Local companies and assets can offer very good opportunities, especially now that their values have been discounted taking into account local currency valuations.

“The devaluation of the Colombian Peso, losing between 28 and 35% of its value against the US dollar in the last year, has converted national enterprises into attractive objects for foreign investors. As such, it is highly probable that we will see more mergers and acquisitions in the second half of the year, now that the drop in oil & gas prices is forcing a readjustment by those companies that operate in that industry, said Jaime Trujillo, managing partner with Baker & McKenzie (above).

Over the long range, signaled Trujillo, it is hoped that Colombia as well as the rest of the region will see a deceleration in the balance of internal transactions in favor of cross-border transactions representing a larger portion of the M&A market.

“While depreciation and instability in exchange rates continues in several Latin American countries, the surest thing is that M&A transactions will be led by foreign private equity funds and multinational enterprises during the second half of 2015, through the end of 2016,” said Trujillo.

Asian buyers continue demonstrating a growing appetite for shares in Latin American companies, having completed eleven transactions in the third quarter, and a total of 30 so far this year, making Asia the most active investor in the region.