Shearman & Sterling represented Ecopetrol S.A. in its agreement, along with Talisman Energy Inc., to acquire all of the outstanding shares of BP Exploration Company (Colombia) Limited, or BPXC, an indirect wholly owned subsidiary of BP plc, for total cash consideration of US$1.9 billion, which includes a working capital adjustment, estimated at approximately US$145 million.

Ecopetrol and Talisman have agreed to pay BP a cash deposit of $1.25 billion with the balance due on completion. Under the terms of the transaction, Ecopetrol will acquire a 51% interest in BPXC and Talisman will acquire the remaining 49% interest. BPXC has interests in five producing fields in four association contracts, four pipelines and two offshore exploration blocks, with net proved reserves of approximately 60 million barrels of oil equivalent and net production of approximately 25,000 barrels of oil equivalent per day. The transaction is expected to close by the end of 2010, subject to the receipt of regulatory approvals and other customary conditions.

Ecopetrol is Colombia's largest integrated oil company and is among the top 50 oil companies in the world and among the four largest oil companies in Latin America. Besides Colombia, which accounts for 60% of Ecopetrol's total production, Ecopetrol is involved in exploration and production activities in Brazil, Peru and the United States (Gulf of Mexico). Ecopetrol has the principal refinery in Colombia, most of the network of oil and multiple purpose pipelines in the country and it is considerably increasing its participation in biofuels.

The Shearman & Sterling team advising Ecopetrol includes partners Lois Moore (London-Mergers & Acquisitions), Fernando Mantilla-Serrano (Paris-International Arbitration), Doug McFadyen (New York-Tax) and Philip Urofsky (Washington, DC-Litigation). Other team members included Michael Scargill (London-M&A), and Jennifer Ng (London-M&A).