MEDELLÍN, Colombia, June 3, 2024 — Today, Bancolombia S.A. (the “Issuer”) announced that it has commenced offers to purchase for cash any and all of the Issuer’s outstanding 3.000% Senior Notes due 2025 (the “2025 Notes” and such offer the “2025 Offer”) and up to U.S.$400,000,000 (the “2027 Maximum Tender Amount”) of the Issuer’s outstanding 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”) upon the terms and subject to the conditions set forth in an Offer to Purchase dated the date hereof (as it may be amended or supplemented from time to time, the “Offer to Purchase”).
The table below summarizes certain payment terms of the Offers:
2025 Offer
|
Description of Notes |
CUSIP/ |
Outstanding |
Reference U.S. Treasury Security |
Bloomberg Reference page |
Fixed Spread (basis points)(1) |
Early Tender Payment(2)(3) |
|
3.000% Senior Notes due 2025 |
05968L AM4/ US05968LAM46 |
U.S. $482,034,000 |
1.375% UST due 01/31/2025 |
FIT3 |
T+0 |
U.S.$50 |
|
____________________________ |
|
|
(1) |
The Total Consideration payable per each US$1,000 principal amount of 2025 Notes that are validly tendered will be 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 above (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 above (the “Reference Treasury Security”) as quoted on the Bloomberg reference page specified in the table above (the “Reference Page”) as of 10:00 a.m. (New York City time) on June 17, 2024, unless extended by the Company in its sole discretion (such date and time, as the same may be extended with respect thereto, the “Price Determination Date”). The Total Consideration is inclusive of the Early Tender Payment. |
|
(2) |
Per U.S.$1,000 principal amount of 2025 Notes. |
|
(3) |
The Early Tender Payment will be payable to holders who validly tender 2025 Notes on or prior to the Early Tender Date whose notes are accepted for purchase. |
2027 Offer
|
Description of Notes |
CUSIP/ |
Outstanding |
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 tender 2027 Notes on or prior to the Early Tender Date whose notes are 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 either of the Offers is extended or earlier terminated by the Issuer 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 will be 5:00 p.m., New York City time, on June 14, 2024, or a later time if extended by the Issuer in its sole discretion (this date and time, including as extended or earlier terminated by the Issuer, the “Early Tender Date”). Holders of the Notes must validly tender their Notes at or before the Early Tender Date to be eligible to receive the applicable Total Consideration. Notes tendered may be withdrawn prior to 5:00 P.M., New York City time, on June 14, 2024, unless extended or earlier terminated by the Issuer in its sole discretion, but not thereafter, except as required by applicable law (the date and time, including as extended or earlier terminated, the “Withdrawal Deadline”).
Subject to the terms and conditions of the Offers being satisfied or waived and to the Issuer’s right to amend, extend, terminate or withdraw the Offers, payment for all Notes validly tendered and not validly withdrawn prior to the Early Tender Date and accepted by the Issuer is expected to be made, at the Issuer’s option, on June 24, 2024, the fifth business day following the Early Tender Date or as promptly as practicable thereafter (the “Early Settlement Date”). Payment for all Notes validly tendered and not validly withdrawn after the Early Tender Date and prior to the Expiration Date and accepted for purchase by the Issuer 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.
Holders of Notes who validly tender and do not validly withdraw their Notes at or before the Early Tender Date and whose Notes are accepted for purchase by the Issuer will receive the applicable Total Consideration, which includes the applicable Early Tender Payment. Holders of Notes who validly tender their Notes after the Early Tender Date and at or before the Expiration Date and whose Notes are accepted for purchase by the Issuer will receive the applicable Tender Offer Consideration. In addition, holders whose Notes are purchased in either of the Offers will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, (1) in the case of any Notes tendered at or before the Early Tender Date, the Early Settlement Date and (2) in the case of any remaining Notes tendered after the Early Tender Date, the Final Settlement Date.
Acceptance for tenders of any 2027 Notes may be subject to proration if the aggregate principal amount of the 2027 Notes validly tendered and not validly withdrawn would cause the 2027 Maximum Tender Amount to be exceeded. If the principal amount of the 2027 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date exceeds the 2027 Maximum Tender Amount, the Issuer will not accept for purchase any 2027 Notes tendered after the Early Tender Date.
The 2027 Offer is being made by the Issuer in connection with an offering of notes by the Issuer (the “New Notes”) to be sold in an offering (the “New Offering”). The Issuer’s obligation to accept for purchase and to pay for 2027 Notes validly tendered and not withdrawn pursuant to the 2027 Offer is conditioned upon, among other things, the pricing of the New Offering on terms satisfactory to the Issuer and the underwriting agreement for the New Offering not having been terminated prior to the Early Settlement Date. No assurance can be given that the New Offering will be priced on the terms currently envisioned or at all. Additional conditions to the Offers are described in the Offer to Purchase. Neither Offer is conditioned upon any minimum amount of Notes being tendered or the consummation of the other Offer. The Issuer may amend, extend, terminate or withdraw each of the Offers separately.
Tendering holders who wish to tender their Notes and subscribe for New Notes should quote a unique identifier code (“Unique Identifier Code”), which can be obtained by contacting any of the Dealer Managers, through ATOP. A Unique Identifier Code is not required for a holder to tender its Notes, but if a tendering holder wishes to subscribe for the New Notes, such holder should obtain and quote a Unique Identifier Code through ATOP. The Issuer will review tender instructions received on or prior to the Expiration Date and may give priority in connection with the allocation of New Notes to those investors tendering (as identified by their Unique Identifier Codes). However, no assurances can be given that any holder who tenders Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all.
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 (646) 855-8988 (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.
The Offer to Purchase will be distributed to holders of Notes promptly. 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 [email protected].
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, and the New Offering would not constitute a public offering of securities under applicable Colombian securities laws and regulations.
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 Issuer
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.
SOURCE Bancolombia S.A.
