The purchasing banks are Banco Bilbao Vizcaya Argentaria, S.A. (NYSE: BBVA, BME: BBVA), Banco Santander, S.A. (NYSE: SAN, BME: SAN), BNP Paribas Securities Corp., a subsidiary of BNP Paribas (EPA: BNP), Citigroup Global Markets Inc., a subsidiary of Citigroup Inc. (NYSE: C), Goldman Sachs & Co. LLC, a subsidiary of The Goldman Sachs Group, Inc. (NYSE: GS), and J.P. Morgan Securities plc, a subsidiary of JPMorgan Chase & Co. (NYSE: JPM).

The Tender Offer’s Framework

The offer targets a dozen outstanding series of Colombia’s global bonds with maturities spanning from 2027 to 2061. The purchasers will pay a fixed cash price for each series, plus any accrued and unpaid interest up to the settlement date.

While the offer is for a broad range of securities, the total amount to be paid for the tendered bonds, referred to as the “Maximum Purchase Price,” remains at the sole discretion of the purchasers. If the total value of tendered bonds for any given series exceeds the determined maximum, a proration factor will be applied. This structure provides the syndicate and, by extension, the Republic of Colombia, significant flexibility in managing the scale and scope of the buyback.

The specific bonds and their respective purchase prices per $1,000 of principal amount are detailed below:

Strategic Rationale and Total Return Swap Structure

The offer document explicitly states that the transaction’s primary purpose is for the purchasing banks to acquire the bonds to hedge potential obligations under total return swap (TRS) transactions expected to be executed with the Republic of Colombia.

This arrangement suggests that Colombia is entering into agreements with the banks where it will receive the total return (interest payments plus capital appreciation/depreciation) on its own debt, effectively neutralizing its exposure to those specific bonds. In return, Colombia would likely pay the banks a floating rate, such as SOFR, plus a spread. For the banks to hedge their position in this swap—where they are paying out the bonds’ total return—they must physically hold the underlying assets. This tender offer serves as the mechanism for the banks to acquire the necessary bonds from the market.

This structure allows the Ministry of Finance and Public Credit to synthetically manage its debt profile, potentially reducing interest rate risk or altering its maturity schedule without immediately retiring the debt from its balance sheet. At the maturity of the swaps, the banks are expected to deliver the bonds to the republic, at which point the debt would be formally extinguished.

Key Terms and Timeline for Investors

For bondholders considering the offer, the key dates are as follows:

• Expiration Time: The offer will expire at 5:00 p.m., New York City time, on Wednesday, September 3, 2025. This is also the deadline for withdrawing any tendered bonds.
• Announcement of Results: The purchasers expect to announce the aggregate principal amount of accepted bonds and any proration factors on Thursday, September 4, 2025.
• Settlement Date: The transaction is scheduled to settle on Monday, September 8, 2025.

Tenders must be submitted in principal amounts equal to the minimum authorized denominations, which is $200,000 for most series ($100,000 for the 6.125% bonds due 2041) and integral multiples of $1,000 in excess thereof. The process must be conducted through DTC, Euroclear, or Clearstream.

The offer’s primary condition is the successful execution of the TRS agreements between the purchasers and Colombia. It is important to note that the purchasing banks are severally, not jointly, liable. Each bank is only responsible for its own accepted portion of the tender.

The depositary and information agent for the offer is Global Bondholder Services Corporation.

US Dollars. Photo credit: Mano Chandra Dhas.

The funds from this operation are intended to be allocated to non-investment expenses, as per the resolution issued by the MHCP and the company’s 2025 financing plan, and help reach the Gross Debt/EBITDA target for the year.

To obtain the MHCP authorization, the company complied with all required internal procedures and approvals. The MHCP reviewed and authorized the terms of the draft agreement, which will be governed by the laws of the State of New York.

Photo credit: Ecopetrol/Flickr.

Marc Royer is responsible for the new business unit of Capital Markets for South America of Cushman & Wakefield, a global corporate real estate services company present in Colombia. This appointment seeks to potentiate the local and cross-border investment opportunities of the South America region,and the company expects Royer to lead this effort.

Royer has a degree in business administration and management with a Master in International Management from IPAG Business School, in Nice, France. He has 16 years of experience in the real estate investment industry in Europe and South America with nearly USD 2 billion in volume of transactions. He was a partner of 3Di, boutique consultancy platform, specialized in buying, selling and developing commercial assets in the region. He previously served as Director of Transaction Services and Capital Markets of CBRE Chile, advising real estate transactions by investment volume, exceeding USD 950 million in Chile and Peru, leading the sale for Walmart of the largest real estate portfolio in Chile (10 malls Urban Space ). He was also Senior Investment Manager at CBRE Spain and Investment Manager at Banco Santander, where he invested nearly 700 million in assets and real estate funds in Germany, France, Belgium, Poland, Slovakia, Czechoslovakia, among others.

The financing, characterized as a “senior unsecured A/B loan package,” will be coordinated through the development bank’s IDB Invest arm and allow EPM to build a 2,400-megawatt hydropower plant in northern Antioquia, the nation’s largest department outside the capital.

Once completed by the Medellín-based utility, the facility is expected to generate some 13,900 megawatts of electricity per year, or 18% of the total power capacity in a country where the vast majority of electricity is generated through hydropower.

The initial $300 million USD “A” loan will come from the IDB Group with a 12-year tenor. Another $650 million USD, with a 12-year and 8-year tranche, will come from a group of international banks and investors, including BBVA, Banco Santander, BNP Paribas, KFW IPEX, Sumitomo Mitsui Banking Corporation, CDPQ, and ICBC.

The remaining $50 million USD will come from the China Co-Financing Fund for Latin America and the Caribbean, which is administered by the Inter-American Development Bank.

“The transaction highlights the expansion of renewable energy in emerging markets and underscores IDB Invest’s commitment to mitigating climate change,” said the IDB in a statement.

Photo credit: Empresas Públicas de Medellín (EPM)

The PSE payment button also allows Banco Santander de Negocios Colombia to provide e-commerce services to its clients that are governed by the network’s security and generally provide more secure foreign transactions for multinationals.

The bank has set a goal of increasing its related transactions by 40% over the next three years through PSE. Some 6,000 interbank transfers are expected to be submitted and received in the first year after implementation.

“With this alliance, Banco Santander will have 24-hour availability from anywhere in the world so that customers can make payments and transactions,” said Gustavo Vega, president of ACH Colombia.

Photo credit: Eduardo P

Created in 2010, the awards seek to identify, share and inspire good practices in Latin America and the Caribbean’s financial sector. The award categories reflect distinct types of sustainable development in the region, from financial inclusion strategies to the application of new technologies, as well as sustainability reporting and projects that reduce the effects of climate change, among others.

The winners by category were the following:

• accessBanking Award: promotion of financial inclusion strategies

Banca Joven – Banco Nacional de Bolivia (Bolivia)

• clearBanking Award: strengthening corporate governance, transparency and the use of sustainability reports

Relato integrado – Banco Itaú (Brazil)

• connectBanking Award: dissemination of new information and communication technologies

Credimóvil – Banco Familiar (Paraguay)

• equalBanking Award: support for diversity and gender equality

Un compromiso de VIDA para CREER – Banco D-MIRO (Ecuador)

• learnBanking Award: development of financial education as a tool for responsible financial decision-making

Programa de educación financiera Sanodelucas – Banco Santander (Chile)

• planetBanking Award: searching for answers to the effects of climate change

BanCO2 – Bancolombia (Colombia)

• Socially responsible/Impact investment Award: the most socially responsible or impact investment

Vox Capital Investing Fund – Vox Capital (Brazil)

• People’s choice Award: project with the most popular support

BanCO2 – Bancolombia (Colombia)

“This year we are celebrating the fifth anniversary of the beyondBanking awards. When we started these awards, our goal was to identify the best sustainability practices in the financial industry in the region and to showcase them as part of a new financial model that combines economic, social and environmental returns,” said Gema Sacristan, Chief of the Financial Markets Division of the IDB. “This year’s awards included a record number of applicants and high-quality projects.”

The awardees were chosen from over 150 proposals for the seven categories. A committee of experts selected the best 21 proposals, three per category. Finally, the winner was selected by the public through an online vote.

The beyondBanking program is managed by the Financial Markets Division of the Structured and Corporate Finance Department and promotes social, environmental and corporate governance practices among financial intermediaries in Latin America and the Caribbean. It was created in order to contribute to the Bank of the Future – a financial business model that combines financial profitability with social and environmental returns; values principles of transparency, responsibility and integrity; seeks to promote financial inclusion through new channels; and respects the environment and community in which it operates.