By Brazil Stock Guide – Brava Energia (BRAV3) received approval from holders of its fourth debenture issuance for a waiver tied to Ecopetrol’s planned acquisition of control, removing one contractual hurdle in the Colombian state oil company’s takeover push.
The waiver means the proposed change of control will not be treated as a non-automatic early maturity event under the terms of that debenture issuance. The approval was backed by holders representing 76.96% of the first series and 66.18% of the second series of outstanding debentures, according to the meeting minutes.
Ecopetrol launched a tender offer to acquire 116.1 million Brava shares at R$23 each, seeking to raise its stake to 51% of the Brazilian oil company, according to a Brava filing and Ecopetrol’s announcement. The creditor approval marks a step forward for the transaction, but it came with financial restrictions attached.
Under the approved terms, Brava will be barred for 24 months from taking on new debt if net financial debt to adjusted EBITDA would exceed 2.50x after the borrowing. The company will also be restricted from paying dividends above the legal minimum of 25% of net income if leverage is above 1.75x.
The fourth debenture issuance originally totaled R$600 million, according to the offer’s launch notice. Bondholders will receive a flat waiver fee of 0.50% if the acquisition of control is completed — equivalent to about R$3 million if calculated over the original face value, though the final amount will depend on the outstanding nominal balance plus accrued and unpaid remuneration at closing.
The approval shows creditors are willing to let the deal advance, but only with tighter financial discipline. Other Brava debenture meetings tied to the company’s third issuance were not installed due to lack of quorum, meaning those creditor approvals remain pending and are expected to return in second call.
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