BANCO DE BOGOTÁ S.A. ANNOUNCES EARLY TENDER RESULTS OF CASH TENDER OFFER FOR UP TO U.S.$300,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING U.S.$600,000,000 AGGREGATE PRINCIPAL AMOUNT OF 4.375% SENIOR NOTES DUE 2027 (CUSIP NOS. 059514 AE9/P09252 AM2) AND EXTENSION OF TOTAL CONSIDERATION THROUGH THE EXPIRATION TIME

BOGOTÁ, Colombia, April 4, 2022 /PRNewswire/ — Banco de Bogotá (“Banco de Bogotá”) announced today the early tender results in connection with its previously announced offer to purchase for cash up to U.S.$300 million (the “Maximum Principal Amount”) of the outstanding 4.375% Senior Notes due 2027 issued by Banco de Bogotá (the “Notes”) upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 22, 2022 (the “Offer to Purchase”) for a purchase price for the Notes equal to the applicable Purchase Price (the “Tender Offer”). Banco de Bogotá also announced today the extension of the Total Consideration through the Expiration Time. Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer to Purchase.

The early tender date for the Notes was 5:00 p.m., New York City time, on April 4, 2022 (the “Early Tender Date”). Banco de Bogotá has been advised by Global Bondholder Services Corporation (GBSC), the information and tender agent (the “Information and Tender Agent”), that, as of the Early Tender Date, US$119,707,000 in aggregate principal amount of the Notes, or approximately 19.95% of the outstanding Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer. The Notes that have been validly tendered (and not validly withdrawn prior to or at the Early Tender Date) cannot be withdrawn, except as may be required by applicable law. Holders who validly tendered their Notes at or prior to the Early Tender Date, in the manner described in the Offer to Purchase (as defined below) will be eligible to receive the Total Consideration, which includes the Early Tender Payment, plus Accrued Interest (as defined in the Offer to Purchase), on the Early Settlement Date, which is expected to be April 6, 2022, or as promptly as practicable thereafter.

The table below summarizes certain payment terms for the Notes:

Notes

CUSIP and ISIN
Number(s)

Principal Amount
Outstanding

Late Tender
Offer
Consideration

Early Tender
Payment

Total Consideration

4.375% Senior Notes
due 2027

CUSIP: 059514 AE9/P09252 AM2

ISIN: US059514AE90/USP09252AM29

U.S.$600,000,000

U.S.$930(1)

U.S.$30

U.S.$960(1)







(1)   Per U.S.$1,000 principal amount of Notes, validly tendered and accepted for purchase, plus Accrued Interest (as defined below).

The Tender Offer will expire at 11:59 p.m., New York City time, on April 19, 2022, unless extended, terminated early or withdrawn (such date and time, as the same may be extended, the “Expiration Time”). Banco de Bogotá has decided to extend the Total Consideration through the Expiration Time. Accordingly, Holders of Notes who validly tender Notes after the Early Tender Date but prior to or at the Expiration Time will be eligible to receive the Total Consideration (as defined in the Offer to Purchase) plus Accrued Interest.

Banco de Bogotá’s obligation to purchase Notes in the Tender Offer is subject to and conditioned upon the satisfaction or waiver of certain conditions described in the Offer to Purchase. Banco de Bogotá reserves the right, in Banco de Bogotá’s sole discretion, to amend or terminate the Tender Offer at any time.

The terms and conditions of the Tender Offer are described in the Offer to Purchase.

Banco de Bogotá will only accept for purchase Notes up to the Maximum Principal Amount. If the Tender Offer is oversubscribed, the amount of Notes purchased by us from a tendering Holder will be subject to proration as described in “Principal Terms of the Tender Offer—Maximum Principal Amount and Proration” in the Offer to Purchase. As any Notes validly tendered (and not validly withdrawn) in the Tender Offer will be accepted for purchase by Banco de Bogotá subject to the Maximum Principal Amount (as defined in the Offer to Purchase), purchases of validly tendered Notes will be prorated, as more fully described in the Offer to Purchase.

Contact information of the Information and Tender Agent is set forth below.

By Registered or Certified Mail:
65 Broadway – Suite 404 New York, NY 10006
Attn: Corporate Actions

By Overnight Courier:
65 Broadway – Suite 404 New York, NY 10006
Attn: Corporate Actions

By Hand:
65 Broadway – Suite 404 New York, NY 10006
Attn: Corporate Actions

By Facsimile: (For Eligible Institutions only):
(212) 430-3775
Confirm by telephone:
(212) 430-3774

A copy of the Offer to Purchase is available at the following web address: https://www.gbsc-usa.com/bogota.

Any questions or requests for assistance or for additional copies of this notice may be directed to the dealer managers at their respective telephone numbers set forth below or, if by any Holder, to such Holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.

The dealer managers for the Tender Offer are:

BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Attention: Liability Management Group

Collect: +1 (646) 855 8988

Toll Free: +1 (888) 292 0070

J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Attention: Latin America Debt Capital Markets
Collect: +1 (212) 834-7279
U.S. Toll Free: +1 (866) 846-2874



This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer is made only by and pursuant to the terms of the Offer to Purchase, and the information in this notice is qualified by reference to the Offer to Purchase. None of Banco de Bogotá, the dealer managers or the information and tender agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Tender Offer.

SOURCE Banco de Bogota S.A.

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