Bancolombia Reveals Results for Citigroup Global Markets’ Tender Offer for up to $750 Million USD of Subordinated Notes

Bancolombia S.A. yesterday announced the early tender results of an offer by Citigroup Global Markets Inc. to purchase up to $750 million USD of the Medellín-based bank’s outstanding 6.125% subordinated notes due in 2020 and 5.125% subordinated notes due 2022.

In a statement, Bancolombia said that it plans to accept the tender offer of $360,912,000 USD for the 2020 notes and $321,152,000 for the 2022 notes. The tender, in cash, is subject to the same terms and conditions that were laid out in the original purchase offer made on September 25, added the bank.

Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and UBS Securities LLC are the dealer managers for the tender offer. Global Bondholder Services Corporation has been appointed as the information and tender agent.

Bancolombia also released the following details about the conditions of the tender, reprinted here as written by the financial institution:

The Tender Offer was fully subscribed as of 5:00 P.M., New York City time, on October 10, 2017 (the “Early Tender Date”). Accordingly, the Offeror will not accept for purchase any Notes tendered after the Early Tender Date, and the Notes tendered at or prior to the Early Tender Date will be accepted in accordance with the Acceptance Priority Levels (as defined in the Offer to Purchase) as described in the table below, which sets forth the principal amount of each series of Notes validly tendered and not validly withdrawn as of the Early Tender Date, the principal amount of each series of Notes to be accepted for purchase by the Offeror, subject to the conditions set forth in the Offer to Purchase.

The Company has consented to the Offeror making the Tender Offer. The Company is not making the Tender Offer. It is intended that the Notes purchased on the Early Settlement Date by the Offeror in the Tender Offer will be exchanged by the Offeror with the Company for a decrease in the proceeds of certain new notes to be issued in a new offering by the Company (the “New Offering”). The pricing of the New Offering on terms satisfactory to the Company and the underwriting agreement for the New Offering not having been terminated prior to the Early Settlement Date are conditions to the Offeror’s obligation to accept for purchase and pay for tendered Notes. The pricing of the New Offering occurred on October 11, 2017. Additional conditions to the Tender Offer are described in the Offer to Purchase. The Offeror may amend, extend, terminate or withdraw the Tender Offer.

Holders that validly tendered prior to the Early Tender Date, and whose Notes are accepted for purchase, will be entitled to receive total consideration (the “Total Consideration”) of (i) U.S.$1,105.00 for each U.S.$1,000 principal amount of the 2020 Notes, and (ii) U.S.$1,072.50 for each U.S.$1,000 principal amount of the 2022 Notes, which includes, in each case, an early tender payment (the “Early Tender Payment”) of U.S.$30.00 per U.S.$1,000 principal amount of the Notes, plus accrued and unpaid interest up to, but not including the early settlement date for the Tender Offer (the “Early Settlement Date”), which is expected to be on October 13, 2017.

The Tender Offer will expire at 11:59 P.M., New York City time, on October 24, 2017, unless extended or earlier terminated. The withdrawal deadline for the Tender Offer was 5:00 P.M., New York City time, on October 10, 2017, and so has passed. Accordingly, Notes tendered (in the past or future) in the Tender Offer may no longer be withdrawn, except as required by applicable law.

Persons with questions regarding the Tender Offer should contact Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect), Merrill Lynch, Pierce, Fenner & Smith Incorporated at (888) 292-0070 (toll-free) or (980) 388-3646 (collect), or UBS Securities LLC at (888) 719-4210 (toll-free) or (203) 719-4210 (collect). In addition, holders of Notes may contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.

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 (866) 470-4200 (toll free) or by e-mail at [email protected]