Colombia’s central bank has announced the commencement of a global offering of additional global bonds to be denominated in US dollars due 2031, to be fungible with and to form a single series with the outstanding US $1 billion aggregate principal amount of Colombia’s global bonds due 2031 that were previously issued on June 4, 2020, and new global bonds to be denominated in US dollars due 2061. The new bonds offered may include 2031 Bonds that may be issued and sold to certain tendering holders in the tender offer as described in this article. Credit Suisse Securities (USA), Deutsche Bank Securities and J.P. Morgan Securities will serve as Joint Book-Running Managers for the new bonds offering.
The new bonds offering is being made by means of a preliminary prospectus supplement and an accompanying base prospectus. Copies of the preliminary prospectus supplement and the related prospectus for the new bonds offering may be obtained by contacting Credit Suisse Securities, by calling +1-800-820-1653 (US toll free); Deutsche Bank Securities Inc. by calling +1-800-503-4611 (US toll free); or J.P. Morgan Securities LLC, by calling +1-866-846-2874 (US toll free).
Application will be made to have the new bonds listed on the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange.
Colombia also announced that it has commenced an offer to purchase for cash its outstanding 4.375% Global Bonds due 2021, 4.000% Global Bonds due 2024, 4.500% Global Bonds due 2026, and 3.875% Global Bonds due 2027, as each such series is described further in the table below in an aggregate principal amount that will not result in an aggregate purchase price that exceeds an amount determined by Colombia. The tender offer is made on the terms and subject to the conditions contained in the offer to purchase, dated January 12, 2021, including the pricing of the issue of the new bonds in an amount and on terms and subject to conditions acceptable to the issuer.
The tender period will commence at 8:00 a.m., New York time, on Tuesday, January 12, 2021, and, unless extended or earlier terminated by Colombia, the tender period will expire for simple tenders at 12:30 p.m., New York City time, and for reinvestment tenders, at 3:00 p.m., New York City time, on Tuesday, January 12, 2021.
Colombia expects to announce the maximum purchase amount, the aggregate principal amount of reinvestment tenders and of simple tenders of the old bonds that have been accepted and whether any proration has occurred for any series of old bonds on Wednesday, January 13, 2021. The settlement of the tender offer is scheduled to occur on Wednesday, January 20, 2021 but is subject to change without notice.
The purchase price to be paid for the old bonds that are tendered and accepted pursuant to the tender offer will be the fixed price identified for each series of old bonds set forth in the table below. Holders of the old bonds participating in the tender offer will also receive any accrued and unpaid interest on their old bonds up to the tender offer settlement date.
|Old Bonds||Outstanding Principal|
Amount as of January 12,
|ISIN||CUSIP||Common Code||Fixed Price|
|4.375% Global Bonds due|
|4.000% Global Bonds due|
|4.500% Global Bonds due|
|3.875% Global Bonds due|
During the tender period, a holder of old bonds may place orders to tender old bonds only through any of the dealer managers. If a holder does not have an account with a dealer manager and desires to tender its old bonds, it may do so through a broker, dealer, commercial bank, trust company, other financial institution or other custodian, in each case that has an account with a dealer manager. Holders will not be able to submit tenders through Euroclear Bank SA/NV, Clearstream Banking, S.A. or the Depository Trust Company system. J.P. Morgan Securities LLC, as the billing and delivering bank for the tender offer, will consolidate all tender orders and accept old bonds for purchase pursuant to the terms and conditions in the offer to purchase on behalf of Colombia, subject to proration at Colombia’s discretion and other terms and conditions as described in the offer to purchase, on Tuesday, January 12, 2021 or as soon as possible thereafter.
Failure to deliver old bonds on time may result in: the cancellation of a holder’s tender and the holder becoming liable for any damages resulting from that failure, the delivery of a buy-in notice for the purchase of such old bonds, executed in accordance with customary brokerage practices for corporate fixed income securities, and in the case of reinvestment tenders, the cancellation of a holder’s tender and the holder remaining obligated to purchase its allocation of 2031 Bonds in respect of its related Indication of Interest.
Tender orders for any series of old bonds may be subject to proration at Colombia’s discretion. To the extent proration occurs for any series of old bonds, the billing and delivering bank will accept old bonds with appropriate adjustments to avoid the purchase of old bonds in principal amounts other than permitted tender amounts. Tender orders for the 2021 bonds will be accepted before tender orders for any other series of old bonds. After the consummation of the offer and prior to the stated maturity of the 2021 bonds, Colombia may seek to redeem, in accordance with their terms, some or all of the 2021 bonds that remain outstanding.
Each holder submitting tender orders shall be deemed to represent to Colombia, the dealer managers and the billing and delivering bank that such holder held, from the time of its submission of its tender order through the expiration time, at least the amount of old bonds that are being tendered.
All old bonds that are tendered pursuant to tender orders and are accepted by Colombia will be purchased on behalf of Colombia by the billing and delivering bank directly or, if the tendering holder does not have an account with the billing and delivering bank, through the dealer manager with which such holder placed a tender order, or through the broker, dealer, commercial bank, trust company, other financial institution, or other custodian that has an account with a dealer manager, with which such holder placed a tender order. There is no letter of transmittal for the tender offer. old bonds held through DTC must be delivered for settlement no later than 3:00 p.m., New York City time, on the tender offer settlement date. If a holder holds old bonds through Euroclear or Clearstream, the latest process it can use to deliver its old bonds is the overnight process, one day prior to the settlement date; holders may not use the optional daylight process. Holders will not have withdrawal rights with respect to any tenders of old bonds in the tender offer. old bonds accepted for purchase will be settled on a delivery versus payment basis in accordance with customary brokerage practices for corporate fixed income securities.
Colombia may, but is not required to, issue and sell 2031 Bonds to holders who validly tender their old bonds pursuant to the tender offer and place firm orders for 2031 Bonds during the tender period (as well as investors that are not participating in the tender offer). If Colombia determines to issue and sell 2031 Bonds to such holders, the scheduled settlement date for the new bonds is expected to occur on Friday, January 22, 2021.
The tender offer is subject to Colombia’s right to extend, terminate, withdraw, or amend the tender offer at any time. Colombia reserves the right not to accept tenders for any reason.
The offer to purchase may be downloaded from the Information Agent’s website at www.dfking.com/colombia or obtained from the Information Agent, D.F. King & Co., Inc., at 1-877-896-3199 or from any of the dealer managers.
The dealer managers for the tender offer are:
|Credit Suisse Securities (USA) LLC|
Attention: Liability Management Group
Eleven Madison Avenue
New York, NY 10010
|Deutsche Bank Securities Inc.|
Attention: Liability Management Group
60 Wall Street
New York, NY 10005
|J.P. Morgan Securities LLC|
Attention: Latin America Debt Capital Markets
383 Madison Avenue
New York, NY 10179
The billing and delivering bank for this tender offer is: J.P. Morgan Securities LLC.