Obligation Ocensia 4% ( USP7358RAD81 ) en USD

Ocensia

96.95 % ▲

Colombie

USP7358RAD81 ( en USD )

4% par an ( paiement semestriel )

13/07/2027

Prospectus brochure de l'obligation Ocensa USP7358RAD81 en USD 4%, échéance 13/07/2027

P7358RAD8

BB+ ( Spéculatif )

14/07/2025 ( Dans 52 jours )

Ocensa est un oléoduc colombien de 548 kilomètres transportant du pétrole brut de l'intérieur des terres vers le terminal maritime de Coveñas sur la côte caribéenne.

L'Obligation émise par Ocensia ( Colombie ) , en USD, avec le code ISIN USP7358RAD81, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/07/2027
L'Obligation émise par Ocensia ( Colombie ) , en USD, avec le code ISIN USP7358RAD81, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

LISTING MEMORANDUM
U.S.$500,000,000

Oleoducto Central S.A.
4.000% Notes due 2027
The notes will bear interest at the rate of 4.000% per year. Interest on the notes will be payable on January 14 and July 14 of each year, beginning on
January 14, 2021. The notes will mature on July 14, 2027.
At any time prior to May 14, 2027, we may redeem the notes, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal
amount of the notes to be redeemed and (2) the applicable "make-whole" amount, plus, in each case, any additional amounts and accrued and unpaid interest to,
but excluding, the date of redemption. At any time on or after May 14, 2027, we may redeem the notes, in whole or in part, at a redemption price equal to 100%
of the principal amount of the notes to be redeemed, plus any additional amounts and accrued and unpaid interest, to, but excluding the date of redemption. See
"Description of the Notes--Optional Redemption. We may also redeem the notes in whole but not in part, at a redemption price equal to 100% of the principal
amount of the notes plus any additional amounts and accrued and unpaid interest to, but excluding, the date of redemption upon the occurrence of specified events
relating to Colombian tax law, as set forth in "Description of the Notes--Optional Redemption--Withholding Tax Redemption." Upon the occurrence of a change
of control repurchase event (as defined in "Description of the Notes"), we will be required to offer to repurchase the notes from holders at a purchase price in cash
equal to 101% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest thereon (if any) and any Additional Amounts (as defined
in "Description of the Notes") to, but excluding, the date of such purchase.
The notes will constitute our senior, unsecured and unsubordinated obligations and will rank pari passu, without any preferences among themselves,
with all of our future senior, unsecured and unsubordinated obligations that constitute our external indebtedness (as defined in "Description of the Notes"). The
notes will be issued only in registered form in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.
We have applied list the notes on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF market of the Luxembourg
Stock Exchange, thus, this listing memorandum constitutes a prospectus for the purpose of the Luxembourg law dated July 16, 2019 on prospectuses for securities,
as amended. Currently, there is no public market for the notes.

Investing in the notes involves risks. See "Risk Factors" beginning on page 20 for a discussion of certain information that you should consider
before investing in the notes.
The notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the Securities Act. The notes may not be
offered and sold within the United States or to U.S. persons, except to qualified institutional buyers, or QIBs, in reliance on the exemption from registration
provided by Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.
You are hereby notified that sellers of the notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
See "Plan of Distribution" and "Transfer Restrictions" for a description of the restrictions regarding the purchase and transfer of the notes.
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the EEA or the UK. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "IDD"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in
the EEA or the UK has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA or the UK
may be unlawful under the PRIIPs Regulation. References to Regulations or Directives include, in relation to the UK, those Regulations or Directives as they
form part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in UK domestic law, as appropriate.
The notes will not be authorized by the Colombian Superintendence of Finance (Superintendencia Financiera de Colombia) (the "SFC") and will not
be registered under the Colombian Registry of Securities and Issuers (Registro Nacional de Valores y Emisores) or the Colombian Stock Exchange (Bolsa de
Valores de Colombia) and, accordingly, the notes will not be offered or sold to persons in Colombia except in circumstances which do not result in a public
offering under Colombian law and in compliance with Part 4 of Decree 2555 of 2010.

Price: 99.247% plus accrued interest, if any, from July 14, 2020.
The notes will be delivered in book-entry form only through the facilities of The Depository Trust Company, or DTC, and its direct and indirect
participants, including Euroclear Bank S.A./N.V., or Euroclear, as operator of the Euroclear system, and Clearstream Banking, société anonyme, Luxembourg, or
Clearstream, against payment on or about July 14, 2020.
Joint Book-Running Managers
BofA Securities
Citigroup

July 27, 2020

TABLE OF CONTENTS
Page
Page

FORWARD-LOOKING STATEMENTS ................ iv
BUSINESS .............................................................. 86
PRESENTATION OF FINANCIAL AND OTHER
MANAGEMENT .................................................. 123
INFORMATION ............................................... vi
PRINCIPAL SHAREHOLDERS .......................... 128
SUMMARY .............................................................. 1
RELATED-PARTY TRANSACTIONS ............... 131
THE OFFERING ..................................................... 14
DESCRIPTION OF THE NOTES ......................... 134
SUMMARY FINANCIAL AND OTHER
PLAN OF DISTRIBUTION .................................. 155
INFORMATION .............................................. 17
TRANSFER RESTRICTIONS .............................. 162
RISK FACTORS ..................................................... 20
TAXATION .......................................................... 164
USE OF PROCEEDS .............................................. 44
SERVICE OF PROCESS AND ENFORCEMENT
EXCHANGE RATES AND CONTROLS .............. 45
OF CIVIL LIABILITIES ............................... 169
CAPITALIZATION ................................................ 48
LEGAL MATTERS .............................................. 171
SELECTED FINANCIAL AND OTHER
INDEPENDENT ACCOUNTANTS ..................... 171
INFORMATION .............................................. 49
LISTING AND GENERAL INFORMATION ...... 172
MANAGEMENT'S DISCUSSION AND
INDEX TO FINANCIAL STATEMENTS ........... F-1
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS ............... 53

INDUSTRY AND REGULATORY OVERVIEW . 73

This listing memorandum has been prepared solely for use in connection with the proposed offering of the
notes described in this listing memorandum. This listing memorandum is personal to each offeree and does not
constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire the notes. You
are not authorized to distribute this listing memorandum to any person other than a prospective purchaser and any
person retained to advise such prospective purchaser with respect to a purchase, and you are prohibited from
disclosing any of its contents without our prior written consent. Each prospective purchaser, by accepting delivery of
this listing memorandum, agrees to the foregoing stipulations and to make no electronic or physical copies of this
listing memorandum or of any documents referred to herein. We are responsible for this listing memorandum, and
our principal executive offices are located in Bogotá D.C., Colombia, at Carrera 11, No. 84-09, 10th floor. To the
best of our knowledge, the information provided in this listing memorandum is in accordance with the facts and
contains no omissions likely to affect the import of this listing memorandum.
This listing memorandum is based on information provided by us and other sources that we believe to be
reliable. This listing memorandum summarizes certain documents and other sources of information, and we refer
prospective investors in the notes to those sources for a more complete understanding of the information contained
therein. Copies of documents referred to herein will be made available to prospective purchasers upon request to us
or the initial purchasers. This listing memorandum may only be used for the purposes for which it has been
published.

Neither we nor the initial purchasers have authorized anyone to provide any information other than that
contained in this listing memorandum. The initial purchasers and we take no responsibility for, and can provide no
assurance as to the reliability of, any other information that others may give you. Neither we nor the initial
purchasers are making an offer of the notes in any jurisdiction where the offer is not permitted. You should not
assume that the information contained in this listing memorandum is accurate at any date other than the date on the
front cover of this listing memorandum.
By purchasing the notes, prospective purchasers will be deemed to have made the acknowledgments,
representations, warranties and agreements described under the heading "Transfer Restrictions" in this listing
memorandum. The notes will bear a legend referring to such restrictions. See "Transfer Restrictions." As a
prospective purchaser, you should be aware that you may be required to bear the financial risks of this investment
for an indefinite period of time. Please refer to the sections in this listing memorandum entitled "Plan of
Distribution" and "Transfer Restrictions."

There is currently no market for the notes being offered hereby and there can be no assurance that one will
develop or, if one develops, that it will continue. We have applied to list the notes on the Official List of the
Luxembourg Stock Exchange and to trade them on the Euro MTF Market of such exchange.
THE NOTES WILL BE SOLELY OUR OBLIGATIONS, AND THE HOLDERS OF THE NOTES
WILL HAVE NO RECOURSE AGAINST OUR DIRECT OR INDIRECT SHAREHOLDERS, AND/OR
AGAINST ANY OF SUCH SHAREHOLDERS' OR OUR OFFICERS, DIRECTORS, EMPLOYEES,
MEMBERS OR MANAGERS WITH RESPECT TO OUR OBLIGATIONS UNDER THE NOTES AND
THE INDENTURE GOVERNING THE NOTES.
You hereby acknowledge that you have been afforded an opportunity to request from us, and have
received, all information considered by you to be necessary to verify the accuracy of, or to supplement, the
information contained herein, and you have had the opportunity to review all the documents described herein.
In making an investment decision, you must rely on your own examination of our business and the terms of
the offering, including the merits and risks involved. You should not construe anything in this listing memorandum
as legal, business or tax advice. Before investing in any note, you should consult with your own business, legal,
accounting, regulatory and tax advisors to determine the appropriateness and consequences of an investment in the
notes in your specific circumstances and arrive at an independent evaluation of the investment based upon, among
other things, your own views as to the risks associated with the notes or us.
If your investment authority is subject to legal restrictions you should consult your legal advisors to
determine whether and to what extent the notes constitute legal investments for you. Neither we nor any of the
initial purchasers are making any representation to any purchaser of the notes regarding the legality of an investment
in the notes by such purchaser under any legal investment or similar laws or regulations.
YOU SHOULD NOT DISTRIBUTE THE DOCUMENTS RELATING TO THE OFFERING OF
THE NOTES IN COLOMBIA, OR THE INFORMATION CONTAINED THEREIN, EXCEPT UNDER
CIRCUMSTANCES WHICH DO NOT CONSTITUTE A PUBLIC OFFERING OF SECURITIES UNDER
APPLICABLE COLOMBIAN SECURITIES LAWS OR REGULATIONS. NEITHER SHOULD YOU USE
SUCH DOCUMENTS AND INFORMATION IN CONNECTION WITH ANY PUBLIC OFFER OF THE
NOTES IN COLOMBIA. THE INITIAL PURCHASERS HAVE AGREED NOT TO OFFER OR SELL
THE NOTES IN COLOMBIA, EXCEPT UNDER CIRCUMSTANCES WHICH DO NOT CONSTITUTE A
PUBLIC OFFERING OF SECURITIES UNDER APPLICABLE COLOMBIAN SECURITIES LAWS AND
REGULATIONS AND IN COMPLIANCE WITH PART 4 OF DECREE 2555 OF 2010.
THE NOTES HAVE NOT BEEN REGISTERED IN THE REPUBLIC OF COLOMBIA AND MAY
ONLY BE EXCHANGED IN THE TERRITORY OF THE REPUBLIC OF COLOMBIA TO THE EXTENT
PERMITTED BY APPLICABLE LAW.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION, NOR ANY STATE
SECURITIES COMMISSION NOR ANY OTHER REGULATORY AUTHORITY IN THE UNITED
STATES HAS APPROVED OR DISAPPROVED THE NOTES NOR HAS ANY OF THE FOREGOING
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE
ACCURACY OR ADEQUACY OF THIS LISTING MEMORANDUM. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
THE NOTES WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR ANY STATE
SECURITIES LAWS IN THE UNITED STATES. THEREFORE, THE NOTES MAY NOT BE OFFERED
OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY
U.S. PERSON UNLESS THE OFFER OR SALE WOULD QUALIFY FOR A REGISTRATION
EXEMPTION FROM THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
ACCORDINGLY, THE NOTES ARE BEING OFFERED AND SOLD IN THE UNITED STATES ONLY
TO QIBS IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT AND TO NON-U.S.
PERSONS IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.
PROSPECTIVE PURCHASERS OF THE NOTES IN THE UNITED STATES THAT ARE QIBS ARE

ii

HEREBY NOTIFIED THAT WE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS
OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A.

iii

FORWARD-LOOKING STATEMENTS
This listing memorandum contains statements, principally in "Summary," "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of Operations," "Industry and Regulatory Overview"
and "Business" that constitute forward-looking statements. Many of the forward-looking statements contained in
this listing memorandum can be identified by the use of forward-looking words such as "anticipate," "believe,"
"will," "could," "expect," "should," "plan," "seek," "intend," "estimate" and "potential," among others. These
forward-looking statements are primarily based on current expectations and projections about future events and
financial trends that affect, or may affect, our business, financial condition, results of operation, liquidity and
prospects, and include, without limitation, statements regarding our expectations and estimates concerning our
future financial performance; our financing plans and programs; our plans regarding capital expenditures;
anticipated trends and competition; and the anticipated impact of legal and administrative proceedings. Although
we believe that these forward-looking statements are based upon reasonable assumptions, these statements are
subject to several risks and uncertainties and are made in light of information currently available to us. Investors
should understand that the following important factors, in addition to those discussed in this listing memorandum,
including in the sections entitled "Summary," "Risk Factors," "Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Industry and Regulatory Overview" and "Business" could affect our future
results and could cause our results to differ materially from those expressed in such forward-looking statements:
·
future growth and development of the oil transportation industry in Colombia, including the development
of alternative pipelines or alternatives to transport crude oil;
·
volatility in the price of crude oil;
·
disruptions or slowdowns in the production of crude oil in Colombia;
·
our ability to successfully complete our expansion projects;
·
general economic conditions in Colombia, the United States, the European Union and other markets,
including emerging markets, that, directly or indirectly, could affect our performance and international and
Colombian political, economic and social developments;
·
a reduction in the price of crude oil and a decrease in demand for pipeline transportation services;
·
our level of indebtedness or our ability to generate sufficient cash flow to meet our debt service
requirements;
·
availability and cost of funding;
·
our ability to meet any future capital requirements;
·
the impact of any natural disasters or pandemics, such as the novel coronavirus known as "COVID-19," on
our ability to provide our services to our customers, and the impact of any measures taken by the
Colombian Government to address the crisis;
·
the effects on the economy of Colombia of pandemics such as COVID-19 and its implications on global
and regional economic growth prospects, supply chains, creditworthiness, and counter-party risks, as well
as any disruption on logistical, operational and labor matters;
·
loss of key personnel;
·
our ability to sustain or improve our operating performance and implement our business strategies;
·
our ability to realize our corporate strategy, plans, objectives and goals;

iv

·
our ability to realize the benefits of our acquisitions, capital expenditures and other investments;
·
expected demand for our services;
·
our future operating profit, net profit (loss), financial position, cash flows, capital expenditures, dividends,
capital structure or other financial items or ratios;
·
increases in our operating costs or our ability to meet efficiency or cost reduction objectives;
·
unfavorable outcomes of legal actions and/or administrative proceedings involving us;
·
foreign currency exchange fluctuations relative to the U.S. dollar or the Colombian peso and potential
currency exchange control risks;
·
the enactment of new and stricter regulations, including environmental, tax, judicial or administrative
decisions or changes to interpretations of existing regulations in Colombia applicable to us and our
business;
·
our ability to maintain existing concessions and licenses, when applicable, or to obtain new concessions or
licenses that may be required to provide our services;
·
business interruptions or impairment of our assets;
·
accidents, potential acts of terrorism, including cyber security attacks, vandalism, escalations of hostilities
or other similar events that may affect the integrity of our assets or infrastructure;
·
extreme weather conditions affecting the areas where we operate;
·
assumptions underlying any such statements; and
·
other statements contained in this listing memorandum regarding matters that are not historical facts.
Such forward-looking statements include expectations with respect to our business following the
completion of the offering and speak only as of the date of this listing memorandum. Neither we nor any of the
initial purchasers can assure prospective purchasers of the notes that these forward looking statements, estimates,
assumptions or intentions will prove to be correct or that the information, interpretations and understandings on
which they are based will prove to be valid. Our actual results may depend on factors beyond our control.
Neither we nor any of the initial purchasers undertakes any obligation to release publicly any revisions to
such forward-looking statements after completion of this offering to reflect later events or circumstances or to reflect
the occurrence of unanticipated events even if new information, future events or other circumstances have made
them incorrect or misleading. In light of the risks and uncertainties underlying these forward-looking statements,
there can be no assurance that the events described or implied in the forward-looking statements contained in this
listing memorandum will in fact transpire. Accordingly, readers are cautioned not to place undue reliance on these
forward looking statements.
In light of such limitations, you should not make any investment decision on the basis of the forward
looking statements contained herein.

v

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Statements
Our financial information contained in this listing memorandum is derived from our financial statements as
of and for the year ended December 31, 2019, 2018 and 2017 which have been audited by Ernst & Young Audit
S.A.S. (the "audited financial statements") and our unaudited interim financial statements as of March 31, 2020 and
for the three months ended March 31, 2020 and 2019 (the "unaudited financial statements"). All references in this
listing memorandum to "our financial statements" are to our audited and unaudited financial statements. We prepare
our annual audited financial statements in accordance with the Accounting and Financial Information Standards
Accepted in Colombia ("Colombian IFRS" or "Colombian Government Entity NCIF"). Colombian IFRS are based
on the International Financial Reporting Standards ("IFRS") and its interpretations issued by the International
Accounting Standards Board ("IASB") and other applicable legal provisions for entities supervised or controlled by
the National Accounting Office (Contaduría General de la Nación). The accounting policies applied in the
preparation of our financial statements differ in certain respects from IFRS as issued by the IASB. See
"Management's Discussion and Analysis of Financial Condition and Results of Operations--Impact of Non-
Application of Certain Provisions of IAS 12 Income Tax."
EBITDA
This listing memorandum includes our earnings before interest, tax and depreciation and amortization, or
EBITDA, which we calculate as net profit plus depreciation and amortization, income tax and financial (income)
expenses, net. EBITDA is not a measure recognized under Colombian IFRS, does not have a standardized meaning
and may not be comparable to similarly titled measures provided by other companies either in Colombia or in other
jurisdictions. In addition, we have not calculated EBITDA in accordance with the guidelines adopted by the United
States Securities and Exchange Commission on presentation of non-IFRS financial measures. We disclose EBITDA
because we use it as a measure of our operating performance. EBITDA should not be considered in isolation or as a
substitute for net profit or loss or as an indicator of operating performance or cash flow or as a measure of liquidity
or our ability to service debt obligations.
Currency Information
In this listing memorandum, references to "Ps$," "Colombian peso" or "Colombian pesos" are to
Colombian pesos and references to "U.S.$" or "U.S. dollars" are to United States Dollars, the functional currency
under which we prepare our financial statements.
In this listing memorandum we have converted certain Colombian peso amounts into U.S. dollars at
specified rates solely for the convenience of the reader. Unless otherwise indicated and other than information
derived from our financial statements prepared in U.S. dollars in accordance with Colombian IFRS, peso amounts
have been converted at the rate of Ps$4,064.81 per U.S.$1.00, which corresponds to the representative market
exchange rate as of March 31, 2020, the last business day of the period reported in the unaudited financial
statements. The representative market exchange rate is computed and certified by the SFC, the Colombian banking
and securities regulator, on a daily basis and represents the weighted average of the buy and sell foreign exchange
rates negotiated on the previous day by certain financial institutions authorized to engage in foreign exchange
transactions. The SFC also calculates the representative market exchange rate for each month for purposes of
preparing financial statements and converting amounts in foreign currency to Colombian pesos. Such conversion
should not be construed as a representation that the peso amounts correspond to, or have been or could be converted
into, U.S. dollars at that rate or any other rate. On March 31, 2020, the representative market rate was Ps$4,064.81
per U.S.$1.00.
Industry and Market Data
The information in this listing memorandum also includes statistical data regarding the Colombian crude
oil and gas industry, including crude oil transportation logistics. We generated some of this data internally and we
obtained some data from independent industry and governmental publications and reports that we believe to be

vi

reliable sources, including, among others identified herein, the National Hydrocarbon Agency (Agencia Nacional de
Hidrocarburos) (the "ANH"), the Ministry of Mines and Energy (Ministerio de Minas y Energía) (the "MME"), the
BP Statistical Review of World Energy 2019, or the 2019 BP Statistical Review, Argus Media price information and
Wood Mackenzie Colombia Country Overview. We have not independently verified the data obtained from external
sources nor sought the consent of any organizations, other than Wood Mackenzie Inc., to refer to their reports in this
listing memorandum. We have not participated in the preparation or compilation of any of such information.
Rounding
Certain figures included in this listing memorandum and in our financial statements have been rounded for
ease of presentation. Percentage figures included in this listing memorandum have not in all cases been calculated
on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage
amounts in this listing memorandum may vary from those obtained by performing the same calculations using the
figures in our financial statements. Certain numerical figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that preceded them due to rounding.
Certain Definitions and Abbreviations
In this listing memorandum, except where otherwise indicated or the context otherwise requires, references
to:
·
"contracted capacity" means the amount of crude oil transportation capacity in kbpd (as defined
below) that we have agreed to make available to shippers in the Ocensa Pipeline (as defined
below) pursuant to our transportation agreements.
·
"effective capacity" means the actual crude oil transportation capacity of all or a segment of the
Ocensa Pipeline taking into consideration any factors that would impact transportation capacity.
·
"AD600 Heavy Crude Project" means the project to increase the ability of the Ocensa Pipeline to
accommodate extra heavy crude oils (up to 600 cSt viscosity).
·
"Cenit" means Cenit Transporte y Logística de Hidrocarburos S.A.S., a wholly-owned subsidiary
of Ecopetrol.
·
"CLC" means Oleoducto Caño Limon Coveñas pipeline, a competitor pipeline to Ocensa.
·
"DICOV" means the project to dilute crude oil in the Port of Coveñas.
·
"Ecopetrol" means Ecopetrol S.A., the Colombian national crude oil and gas company and
Colombia's largest producer of crude oil and gas.
·
"FARC" means the Revolutionary Armed Forces of Colombia (Fuerzas Armadas Revolucionarias
de Colombia), a terrorist group in Colombia.
·
"Fitch" means Fitch Ratings Inc. and its successors.
·
"Hocol" means Hocol S.A., an oil and gas company in Colombia.
·
"initial shippers" means Cepsa Colombia S.A., or CEPSA, Ecopetrol, Equión Energía Limited, or
Equión, Santiago Oil Company, Talisman (Colombia) Oil & Gas, Talisman Santiago A.G.,
Talisman SO A.G., Total E&P Colombia, and Transporte & Marketing S.A.S. (or their respective
successors and assignees), which have entered into transportation agreements with us dated March
31, 1995, as amended from time to time.

vii

·
"km" means kilometers.
·
"Moody's" means Moody's Investors Service, Inc. and its successors.
·
"OBC Reversion Project" means the joint project between us and Oleoducto Bicentenario (as
defined below) that allows the temporary reversal of Oleoducto Bicentenario's flow whenever it is
inoperative.
·
"Ocensa Pipeline" means the pipeline owned and operated by us pursuant to the Pipeline
Concession (as defined below).
·
"Oleoducto Bicentenario" or "OBC" means Oleoducto Bicentenario de Colombia, a competitor
pipeline.
·
"Oleoducto de Colombia" means Oleoducto de Colombia S.A., a competitor pipeline.
·
"Oleoducto de los Llanos" or "ODL" means Oleoducto de los Llanos, an afferent pipeline.
·
"Pipeline Concession" means the governmental concession granted to us to build, use, operate and
exploit the Ocensa Pipeline and provide the public service of transporting hydrocarbons for a term
of 50 years commencing on March 21, 1996.
·
"Port Concession" means the governmental concession granted to us to build and operate a
terminal facility in Coveñas to load crude oil for exportation and which expires in 2036.
·
"Project Delta 35" means our expansion project, completed in 2014, which (i) added 35 kbpd and
40 kbpd of capacity to Segments II and III of the Ocensa Pipeline, respectively, bringing the total
capacity of each of these segments to 610 kbpd and 415 kbpd, respectively, and (ii) increased the
reliability of the Ocensa Pipeline.
·
"Project Potencia 135" means our expansion project in 2016 that added an additional three stations
and 135 kbpd of capacity to Segments I, II and III of the Ocensa Pipeline.
·
"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc. and its successors.
·
"TLU-2" means the tanking loading unit operated and administered by us in connection with the
Port Concession.
·
"TLU-3" means the tanking loading unit operated and administered by Ecopetrol in connection
with the Port Concession.
·
"UPME" means the Mining Energetic Planning Unit (Unidad de Planeación Minero Energética)
of the MME.
·
"we," " our," " us," " the company" and "Ocensa" mean Oleoducto Central S.A.
The following is a list of crude oil and natural gas measurement abbreviations commonly used throughout
this listing memorandum:
bbl
Barrel with a capacity of 42 U.S. gallons
boe
Barrels of crude oil equivalent
bpd
Barrels per day
bph
Barrels per hour

viii

cSt
Centistoke, equivalent to a viscocity of 1 mm2 per second
kbpd
Thousand barrels per day
mbpy Million barrels per year

ix

Document Outline

#5">FORWARD-LOOKING STATEMENTS
#7">PRESENTATION OF FINANCIAL AND OTHER INFORMATION
#11">SUMMARY
#24">THE OFFERING
#27">SUMMARY FINANCIAL AND OTHER INFORMATION
#30">RISK FACTORS
- #32">We are vulnerable to the development of a viable market alternative to the transportation of crude oil through pipelines.
- #43">Our policies and procedures may not be able to detect money laundering and other illegal or improper activities incompatible with its ethics and compliance standards fully or on a timely basis.
  - #50">Our credit ratings may not reflect all risks of your investments in the notes.
  - #50">We may not be able to repurchase the notes upon a change of control repurchase event.
  - #50">The interests of our shareholders may be contrary to our interests and the interest of the holders of the notes.
  - #51">Holders of the notes are not able to effect service of process on us, our directors or executive officers within the United States, which may limit your recovery in any foreign judgment you obtain against us.
  - #51">We may claim immunity under the Foreign Sovereign Immunities Act with respect to actions brought against us under the U.S. securities laws, and your ability to sue or recover may be limited.
  - #52">We are not required to disclose as much information to investors as a U.S. issuer is required to disclose.
  - #52">Transfer of the notes will be restricted.
  - #52">The notes constitute a new issue of securities for which there is no existing market, and we cannot assure you that you will be able to sell your notes in the future.
  - #53">We cannot assure you that the credit ratings for the notes will not be lowered, suspended or withdrawn by the rating agencies.
#54">USE OF PROCEEDS
#55">EXCHANGE RATES AND CONTROLS
#58">CAPITALIZATION
#59">SELECTED FINANCIAL AND OTHER INFORMATION
#63">MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
#83">INDUSTRY AND REGULATORY OVERVIEW
#96">BUSINESS
- #112">Ocensa Pipeline Stations
- #114">Other expansion opportunities
  - #120">Ship or PayŽ contracts
    - #120">Ship and PayŽ contracts
#133">MANAGEMENT
#138">PRINCIPAL SHAREHOLDERS
#141">RELATED-PARTY TRANSACTIONS
#144">DESCRIPTION OF THE NOTES
#165">PLAN OF DISTRIBUTION
- #167">Notice to Prospective Investors in the United Kingdom
- #167">Notice to Prospective Investors in France
- #168">Notice to Prospective Investors in the Dubai International Financial Centre
- #168">Notice to Prospective Investors in Chile
- #168">Notice to Prospective Investors in Peru
- #169">Notice to Prospective Investors in Canada
- #169">Notice to Prospective Investors in Mexico
- #169">Notice to Prospective Investors in Hong Kong
- #169">Notice to Prospective Investors in Japan
- #170">Notice to Prospective Investors in Singapore
- #170">Notice to Prospective Investors in Taiwan
- #171">Notice to Prospective Investors in Switzerland
#172">TRANSFER RESTRICTIONS
#174">TAXATION
#176">U.S. Holders
- #176">Characterization of the Notes
- #176">In certain circumstances, we may be obligated to pay amounts in excess of stated interest or principal on the notes (see Description of the Notes„Repurchases of the Notes Upon a Change of Control Repurchase EventŽ). Our obligation to pay such excess ...
- #177">Stated Interest
- #177">Sale, Exchange or Other Taxable Disposition
#178">The above description is not intended to constitute a complete analysis of all tax consequences relating to the ownership of notes. Prospective purchasers of notes should consult their own tax advisors concerning the tax consequences of their particu...
#179">SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
#181">LEGAL MATTERS
#181">INDEPENDENT ACCOUNTANTS
#182">LISTING AND GENERAL INFORMATION
#1">INDEX TO FINANCIAL STATEMENTS