MEDELLIN, Colombia, June 17,
2024 /PRNewswire/ -- Bancolombia S.A. (the "Bank")
announces that it intends to accept for purchase all of the
US$267,421,000 aggregate principal
amount of the 3.000% Senior Notes due 2025 (the "2025 Notes" and
such offer the "2025 Offer") and US$283,632,000 aggregate principal amount of the
6.909% Subordinated Notes due 2027 (the "2027 Notes" and
collectively with the 2025 Notes, the "Notes", and such offer the
"2027 Offer" and together with the 2025 Offer, the "Offers") all of
the that have been validly tendered and not validly withdrawn for
purchase on the early settlement date for the Offers (the "Early
Settlement Date"), which is expected to be June 24, 2024. In addition to the applicable
Total Consideration set forth in the Offer to Purchase dated
June 3, 2024 (as it may be amended or
supplemented from time to time, the "Offer to Purchase"), which
includes the applicable Early Tender Payment, such Holders will
also receive, in respect of such Notes, accrued and unpaid interest
from the last interest payment date for the Notes to, but not
including the Early Settlement Date. Payment for all Notes validly
tendered and not validly withdrawn after the Early Tender Date and
prior to July 2, 2024 and accepted
for purchase by the Bank is expected to be made on July 8, 2024, the third business day following
the Expiration Date or as promptly as practicable thereafter (the
"Final Settlement Date"). However, the Early Settlement Date and
the Final Settlement Date may change without notice.
Today, the Bank announced the Reference Yield and Total
Consideration for the 2025 Offer upon the terms and subject to the
conditions set forth in the Offer to Purchase. Holders of 2025
Notes validly tendered at or prior to June
14, 2024 (the "Early Tender Date), not validly withdrawn and
accepted for purchase in accordance with the terms of the Offer to
Purchase will receive on the Early Settlement Date, US$986.46 per US$1,000 principal amount of the 2025 Notes;
calculated in accordance with the formula set forth in Schedule A
to the Offer to Purchase, based on the fixed spread specified in
the table below (the "Fixed Spread") for the 2025 Notes, plus the
yield (the "Reference Yield") based on the bid-side price of the
U.S. Treasury Security specified in the table below (the "Reference
Treasury Security") as quoted on the Bloomberg reference page
specified in the table below (the "Reference Page") as of
10:00 a.m. (New York City time) on June 17, 2024.
The table below summarizes certain payment terms of the
Offers.
2025 Offer
Description of Notes
|
CUSIP/
ISIN Nos.
|
Outstanding
Principal
Amount
|
Reference U.S.
Treasury Security
|
Bloomberg Reference
page
|
Reference
Yield
|
Fixed Spread (basis
points)(1)
|
Early Tender
Payment(2)(3)
|
Total
Consideration(1)(2)(4)
|
3.000% Senior Notes due
2025
|
05968L AM4/
US05968LAM46
|
US$482,034,000
|
1.375% UST due
01/31/2025
|
FIT3
|
5.329 %
|
T+0
|
US$50
|
$986.46
|
___________________
|
(1)
|
The Total
Consideration payable per each US$1,000 principal amount of 2025
Notes that were validly tendered was calculated in accordance with
the formula set forth in Schedule A to the Offer to Purchase, based
on the Fixed Spread for the 2025 Notes, plus the Reference
Yield based on the bid-side price of the Reference Treasury
Security as quoted on the Reference Page as of 10:00 a.m. (New York
City time) on June 17, 2024. The Total Consideration is inclusive
of the Early Tender Payment.
|
(2)
|
Per US$1,000
principal amount of 2025 Notes.
|
(3)
|
The Early Tender
Payment will be payable to holders who validly tendered 2025 Notes
on or prior to the Early Tender Date whose notes are accepted for
purchase.
|
(4)
|
Excludes accrued
interest, which will be paid in addition to the Tender Offer
Consideration or the Total Consideration, as applicable.
|
2027 Offer
Description of Notes
|
CUSIP/
ISIN Nos.
|
Outstanding
Principal
Amount
|
Maximum Tender
Amount
|
Tender Offer
Consideration(1)(2)
|
Early Tender
Payment(1)(3)
|
Total Consideration(1)(2)(4)
|
6.909% Subordinated
Notes due 2027
|
05968L AK8 /
US05968LAK89
|
U.S.$750,000,000
|
U.S.$400,000,000
|
U.S.$950
|
U.S.$50
|
U.S.$1,000
|
__________________
|
(1)
|
Per U.S.$1,000
principal amount of 2027 Notes.
|
(2)
|
Excludes accrued
interest, which will be paid in addition to the Tender Offer
Consideration or the Total Consideration, as applicable.
|
(3)
|
The Early Tender
Payment will be payable to holders who validly tendered 2027 Notes
on or prior to the Early Tender Date whose notes were accepted for
purchase.
|
(4)
|
The Total
Consideration is inclusive of the Early Tender Payment.
|
The Offers will expire at 5:00
P.M., New York City time,
on July 2, 2024, unless the Offers
are extended or earlier terminated by the Bank in its sole
discretion (this date and time, including as extended or earlier
terminated, as applicable, the "Expiration Date"). The early tender
deadline for the Offers occurred at 5:00 p.m.,
New York City time, on
June 14, 2024 (the "Early Tender
Date"). The withdrawal deadline for the Offers was 5:00 P.M.,
New York City time, on
June 14, 2024, and so has passed.
Accordingly, Notes tendered (in the past or future) in the Offers
before or on the Early Tender Date may no longer be withdrawn,
except as required by applicable law.
BofA Securities, Inc., Citigroup Global Markets Inc. and J.P.
Morgan Securities LLC are the dealer managers for the Offers
(the "Dealer Managers"). Global Bondholder Services Corporation has
been appointed as the information and tender agent for the
Offers.
Persons with questions regarding the Offers should contact BofA
Securities, Inc. at (888) 292-0070 (toll-free) or (980) 387-3907
(collect), Citigroup Global Markets Inc. at (800) 558-3745
(toll-free) or (212) 723-6106 (collect), or J.P. Morgan Securities
LLC at (866) 846-2874 (toll-free) or (212) 834-7279 (collect).
In addition, holders of Notes may contact their broker, dealer,
commercial bank, trust company or other nominee for assistance
concerning the Offers.
Holders who would like copies of the Offer to Purchase may call
the information and tender agent, Global Bondholder Services
Corporation at (212) 430-3774 or (855) 654-2015 (toll free) or by
e-mail at contact@gbsc-usa.com.
This press release is for informational purposes only and is not
a recommendation, an offer to purchase, or a solicitation of an
offer to sell with respect to any securities. The Offers are being
made solely pursuant to the Offer to Purchase that is being
distributed to the holders of Notes. The Offers are not being
made to, nor will tenders be accepted from or on behalf of, holders
of Notes in any jurisdiction in which the making of the
Offers or the acceptance thereof would not comply with the
laws of that jurisdiction. Further, this press release is not an
offer to sell or the solicitation of an offer to buy any
securities.
Forward-Looking Statements
This release and the Offer to Purchase contains statements which
may constitute "forward-looking statements". These forward-looking
statements are not based on historical facts, but instead represent
only our belief regarding future events, many of which, by their
nature, are inherently uncertain and outside our control.
Words such as "anticipate," "believe," "estimate," "approximate,"
"expect," "may," "intend," "plan," "predict," "target," "forecast,"
"guideline," "should," "project" and similar words and expressions
are intended to identify forward-looking statements. It is possible
that our actual results may differ, possibly materially, from the
anticipated results indicated in these forward-looking statements.
Forward-looking statements speak only as of the date they were
made, and we undertake no obligation to update publicly or revise
any forward-looking statements after the date on which they are
made in light of new information, future events and other
factors.
About the Bank
Bancolombia S.A. is a full-service financial institution that
offers a wide range of banking products and services to a
diversified individual and corporate customer base of over 31
million customers.
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SOURCE Bancolombia S.A.