September 4, 2014
Mr. H. Roger Schwall,
Assistant Director,
Division of Corporation Finance,
Securities and Exchange Commission,
100 F Street, N.E.,
Washington, D.C. 20549-4631.
| Re: | Ecopetrol S.A. |
Form 20-F for the Fiscal Year ended December 31, 2013
Filed April 25, 2014
File No. 001-34175
Dear Mr. Schwall:
Set out below are the responses of Ecopetrol S.A. (“Ecopetrol” or the “Company”), to the comments of the Staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in its letter dated August 7, 2014, to Ms. Magda Manosalva, the Company’s Chief Financial Officer (the “Comment Letter”).
The responses below are keyed to the headings indicated in the Staff’s comments and are designated with the letter “R” below the comment number. The comments themselves are set forth in boldface type. Unless otherwise indicated, all page references are to the corresponding page in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2013 (the “Form 20-F”).
Exhibit 99.2
| 1. | We note the following language in the report by Gaffney, Cline & Associates, Inc. (emphasis added): |
This document is confidentialand has been prepared for the exclusive use of the Client or parties named herein. It may not be distributed or made available, in whole or in part, to any other company or person without the prior knowledge and written consent of GCA.No person or company other than those for whom it is intended may directly or indirectly rely upon its contents. GCA is acting in an advisory capacity only and,to the fullest extent permitted by law, disclaims all liability for actions or losses derived from any actual or purported reliance on this document (or any other statements or opinions of GCA) by the Client or by any other person or entity.
As Item 1202(a)(8) of Regulation S-K requires such report, please obtain and file a revised version of the report which retains no language that could suggest either a limited audience or a limit on potential investor reliance. In addition, please ensure that such revised report does not retain statements that would appear to limit liability of Gaffney, Client & Associates, Inc. under Section 11 of the Securities Act. In that regard, we note that Gaffney’s consent filed as Exhibit 15.4 includes a consent to the incorporation by reference of its report into Ecopetrol S.A.’s registration statement on Form F-3 filed with the SEC on July 26, 2013, and a consent to the reference to “GCA” as set forth in the registration statement under the heading “Experts.”
| R: | In response to the Staff’s comment, attached as Annex A to this letter is a modified report from Gaffney, Client & Associates, Inc. which addresses the items noted above (see page 6 of the modified report). Upon confirmation that the Staff has no further comments to this modified report, the Company will file it with the Commission pursuant to a current report on Form 6−K. |
| 2. | We also note the following statement in the Gaffney report: |
GCA has not undertaken a site visit and inspection because it was not deemed necessary. As such, GCA is not in a position to comment on the operations or facilities in place, their appropriateness and condition and whether they are in compliance with the regulations pertaining to such operations. Further, GCA is not in a position to comment on any aspect of health, safety or environment of such operations. Nevertheless, GCA was informed about increasing the disposal of Castilla Area’s produced water into the Guayuriba River; this was approved by the environmental authority, and now subject to the approval of local authorities. If not granted, could force Ecopetrol to implement a more costly alternative of injecting such water, which may have an impact in the economic limit and in consequence in the estimated reserve volumes for the fields in such area.
Please tell us whether any of the impacted proved reserves in the Castilla Area are material. If they are material, please revise your annual report to provide related disclosure in your filing. For example, please include disclosure in your Risk Factors section if the requirement for approval by local authorities for increasing the disposal of the produced water into the Guayuriba River presents any material risks.
| R: | Ecopetrol advises the Staff that the impacted proved reserves in the Castilla Area are not material. Assuming the Company does not receive approval from local authorities to dispose of produced water in the Guayuriba River and, consequently is forced to implement a more costly alternative of injecting produced water, the impacted proved reserves constitute approximately 1% of the proved reserves of the Castilla Area and approximately 0.2% of the proved reserves of the Company as of December 31, 2013. |
| The Company continues to work with local authorities to expand the volume of produced water the Company may dispose into the Guayuriba River. |
| Ecopetrol will continue monitoring its operations in the Castilla area and make any disclosure as necessary. |
* * * * *
The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in its filings. In addition, the Company acknowledges that the Staff’s comments or changes to the Company’s disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the Company’s filings and that the Company may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have any questions relating to this letter, please feel free to call Robert S. Risoleo of Sullivan & Cromwell LLP at (202) 956-7510. He may also be reached by facsimile at (202) 956-6974 and by e-mail at risoleor@sullcrom.com.
| Very truly yours, | ||
| /s/ Alberto Vargas | ||
| Alberto Vargas | ||
| Acting Chief Financial Officer |
| cc: | Caroline Kim |
| Laura Nicholson | |
| (Securities and Exchange Commission) | |
| Magda Manosalva | |
| Maria Catalina Escobar Hoyos | |
| Jose Evaristo Barros Serrano | |
| (Ecopetrol S.A.) | |
Robert S. Risoleo (Sullivan & Cromwell LLP) |
Annex A
