Advent International-Led Investor Group to Acquire 22% of Ocensa, Colombia’s Largest Oil Pipeline, from Talisman, Total and

  Advent International-Led Investor Group to Acquire 22% of Ocensa, Colombia’s
  Largest Oil Pipeline, from Talisman, Total and CEPSA

      Ecopetrol Subsidiary Cenit to Retain Majority Ownership of Ocensa

Business Wire

BOGOTÁ, Colombia -- December 9, 2013

An investor group led by global private equity firm Advent International today
announced that it has signed a definitive agreement to acquire a minority
interest in Oleoducto Central S.A. (“Ocensa”), Colombia’s largest crude oil
transportation system. Colombia’s two largest pension funds—Sociedad
Administradora de Fondos de Pensiones y Cesantías Porvenir S.A. (“Porvenir”)
and Administradora de Fondos de Pensiones y Cesantía Protección S.A.
(“Protección”)—will join Advent, through a co-investment fund formed by Advent
as a sponsor (“LAPEF V OC Co-Investment LP”), in purchasing approximately 22%
of Ocensa from Talisman Energy Inc. (“Talisman”), Total Colombia Pipeline
(“Total”) and Compañía Española de Petróleos S.A.U. (“CEPSA”). Cenit S.A.S.
(“Cenit”), a wholly owned subsidiary of Ecopetrol S.A., Colombia’s largest
integrated oil and gas company, will retain majority ownership of Ocensa.
Completion of the transaction is subject to customary closing conditions and
is expected to take place within the next few weeks.

Established in 1994, Ocensa manages Colombia’s largest crude oil pipeline. The
system has an average pumping capacity of 590,000 barrels per day, with eight
stations and four distinct segments extending nationally over a length of 830
kilometers. It is the main pipeline between Colombia’s Llanos region and the
Atlantic Coast and moves approximately 60% of Colombia’s crude oil production,
which represents roughly 70% of all exports coming out of the country.

The Advent-led investor group will work closely with Cenit and the company’s
management team to support the continued growth of the business. Ocensa is
strategically well positioned to manage the continued expansion of Colombia’s
crude oil output, which has nearly doubled in the past six years and is
expected to increase further in the coming years. Ocensa’s system is running
at close to 100% utilization, and the company has begun a staged expansion
project to increase capacity by approximately 30%.

“We are pleased to welcome the Advent-led investor group as new investors in
Ocensa, and we are excited to continue working with all of our shareholders to
grow the company and ensure this critical asset maintains its proven track
record of safety and reliability,” said Luisa Lafaurie, President of Ocensa.
“We also would like to thank Talisman, Total and CEPSA for their contributions
to our success.”

Mauricio Salgar, a Managing Director at Advent and head of its Bogotá office,
commented, “Ocensa is a core strategic asset for Colombia given the importance
of oil exports to the country’s economy. Additionally, the company operates
the most cost-efficient and reliable pipeline in the country and has an
attractive business model. We look forward to applying our expertise and
working with our new partners to ensure that the company maintains its
leadership position while continuing to meet the infrastructure needs of
Colombia’s expanding energy industry.”

Gurinder Grewal, a Principal in Advent’s Boston office who helps coordinate
the firm’s global activities in the energy sector, said, “Ocensa is our fourth
transaction in the energy sector in the past three years, following
investments in BOS Solutions, NCS Energy Services and P2 Energy Solutions, and
highlights our growing and now global activity in the sector. As with our
other investments, we are excited to be partnering with a great management
team and look forward to working with them in the coming years."

Hal Kvisle, Talisman CEO, said, “The Ocensa pipeline forms an integral part of
Colombia’s crude oil transportation system, and retaining our capacity rights
through this transaction enables Talisman to maintain our competitive
advantage, transporting oil from our own operations and generating third-party
revenue from any surplus capacity.”

Ladislas Paszkiewicz, President, Americas for Total Exploration & Production,
commented, “The Ocensa story is a successful one, and we’ve been very proud to
have been associated with it since the beginning. Ocensa has a bright future
with some sound expansion projects in a tight transportation market, and we
are confident that Advent International and its partners will provide valuable
input. As Total is retaining all of its transportation rights with Ocensa
through its local subsidiary Total E&P Colombie, we will continue to be
involved in the oil transportation activity in Colombia.”

Pedro Miró, CEPSA CEO, commented, “The Ocensa management, jointly with its
shareholders, have over time created a very professional company, which I am
sure will remain so in the future. Advent’s participation is a step forward in
consolidating Ocensa as a pipeline operator, while upstream companies like
ours will focus on increasing oil and gas production from Colombian fields,
both current and new to come.”

Ocensa is Advent’s third investment in Colombia since opening its Bogotá
office in 2011 and fits with the firm’s strategy of investing in sectors where
it has deep expertise globally, including energy, pharmaceuticals and
financial services. In November 2011, Advent acquired a majority interest in
Biotoscana, a licensor and marketer of specialty pharmaceutical products in
Colombia, and in June 2013 it agreed to acquire 50% of Alianza Fiduciaria, the
country’s leading independent trust and asset management company. Advent has
been investing in Latin America for 17 years, during which time it has backed
47 companies across eight countries.

J.P. Morgan Securities LLC (lead advisor), Banco Itaú BBA S.A., Citigroup
Global Markets Inc. and Natixis, New York Branch provided financial advice to
Advent on the Ocensa investment. Banco Itaú BBA S.A., Citigroup Global Markets
Inc. and Natixis, New York Branch provided committed financing for the
transaction. Gómez-Pinzón Zuleta Abogados S.A. and Weil, Gotshal & Manges LLP
acted as legal counsel, and Ernst & Young Ltda. (lead advisor) and KPMG LLP
acted as tax advisors to Advent. Talisman was jointly advised by BMO Nesbitt
Burns Inc. and Credit Suisse Securities. Total and CEPSA were advised by TD

About Advent International

Founded in 1984, Advent International is one of the largest and most
experienced global investors dedicated solely to private equity. Since
inception, the firm has invested in more than 280 buyout transactions in 39
countries, achieving over 230 full or partial exits, and today has $31.6
billion in assets under management. With offices on four continents, Advent
has established a globally integrated team of over 170 investment
professionals across North America, Europe, Latin America and Asia. The firm
focuses on growth and traditional buyout and strategic repositioning
transactions across five core sectors, including business and financial
services; healthcare; industrial; retail, consumer and leisure; and
technology, media and telecoms. After 29 years dedicated to international
investing, Advent remains committed to partnering with management teams to
deliver sustained revenue and earnings growth for portfolio companies. For
more information, visit

About LAPEF V OC Co-Investors


Porvenir is a Colombian corporation, incorporated in 1991, with principal
domicile in the city of Bogotá D.C., Colombia. The shareholders of Porvenir
are Grupo Aval Acciones y Valores S.A., Banco de Bogotá S.A., Banco de
Occidente S.A., Fiduciaria de Bogotá S.A. and Fiduciaria de Occidente S.A.
Porvenir manages mandatory, voluntary pension and accumulated severance
payment funds, as defined in article 30 et seq. of the Colombian General
Financial System Statute, and after completing its acquisition process with
AFP Horizonte by the end of December 2013 will have approximately US$40
billion in assets under management; as such, it is subject to the control and
supervision of the Colombian Superintendence of Finance.


Protección is the second-largest pension fund administrator in Colombia with
more than 20 years of experience. Currently, Protección manages more than
US$27.4 billion in assets under management and approximately 4.5 million
affiliates equivalent to a 36.9% and 32.3% market share, respectively. In
2012, Protección merged with ING Pensiones y Cesantías and strengthened its
position as the second-largest pension fund manager in Colombia.

About Talisman

Talisman Energy Inc. is a global upstream oil and gas company, headquartered
in Canada. Talisman has two main operating areas: the Americas (North America
and Colombia), and Asia-Pacific. Talisman is committed to conducting business
safely, in a socially and environmentally responsible manner, and is included
in the Dow Jones Sustainability (North America) Index. Talisman is listed on
the Toronto and New York stock exchanges under the symbol TLM.

About Total

Total is one of the largest integrated oil and gas companies in the world,
with activities in more than 130 countries. The Group is also a first-rank
player in chemicals. Its 96,000employees put their expertise to work in every
part of the industry—exploration and production of oil and natural gas,
refining and marketing, new energies, trading, and chemicals. Total is working
to help satisfy the global demand for energy, both today and tomorrow.


CEPSA is an integrated energy company operating at every stage of the oil
value chain, with more than 11,000 employees. It is engaged in petroleum and
natural gas exploration and production activities; refining, the transport and
sale of crude oil derivatives; petrochemicals, gas, and electricity. CEPSA is
Spain’s fourth-largest industrial group in terms of turnover and has been in
the market for more than 80 years. Through progressive internationalization of
its activities, CEPSA also has business interests in Colombia, Algeria,
Brazil, Canada, Panama, Peru, China and Portugal and sells its products all
over the world. CEPSA is wholly owned by International Petroleum Investment
Company of Abu Dhabi.


For Advent International:
The Abernathy MacGregor Group (New York)
Chuck Dohrenwend, Dana Gorman or Pat Tucker
Dattis Consultores (Colombia)
Darío Vargas
+57-1-651-5200, Ext. 5201
For Talisman:
Brent Anderson
Manager, External Communications
For Total:
Martin Deffontaines
Vice President, Investor Relations
Teresa Mañueco
Manager, External Communications
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