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 offer, detailed in an official document dated August 4, 2025, allows registered holders and beneficial owners of these bonds to tender them for purchase. The maximum amount of bonds to be purchased will be determined by Colombia at its discretion.

The purchase price for each series of bonds is a fixed amount per $1,000 USD of principal, as specified in the offer. In addition to the purchase price, investors whose bonds are accepted will receive accrued and unpaid interest up to, but not including, the settlement date.

The specific bonds included in the offer are as follows:

• 3.000% Global Bonds due 2030
• 3.125% Global Bonds due 2031
• 3.250% Global Bonds due 2032
• 6.125% Global Bonds due 2041
• 4.125% Global Bonds due 2042
• 5.625% Global Bonds due 2044
• 5.000% Global Bonds due 2045
• 5.200% Global Bonds due 2049
• 4.125% Global Bonds due 2051
• 3.875% Global Bonds due 2061

Should the total value of tendered bonds of a particular series exceed the maximum purchase price set by the government for that series, a proration factor will be applied. The offer is not contingent on a minimum participation level for any of the bond series.

The tender offer commenced at approximately 8:00 a.m. New York time on Monday, August 4, 2025, and is scheduled to expire at 5:00 p.m. New York City time on Friday, August 8, 2025, unless extended. The settlement date for the accepted tenders is expected to be Thursday, August 14, 2025.

Colombia has stated its intention to announce key details of the tender results at or around 8:00 a.m. New York City time on Monday, August 11, 2025. This announcement is expected to include the maximum purchase price for each series, the aggregate principal amount of tenders accepted for each series, and any applicable proration.

Bondholders wishing to participate must submit their tenders through a direct participant in either The Depository Trust Company (DTC), Euroclear Bank SA/NV, or Clearstream Banking, S.A. The government has not provided a letter of transmittal or guaranteed delivery procedures for this offer.

Citigroup Global Markets Inc. (NYSE: C) is acting as the dealer manager for the offer. Global Bondholder Services Corporation is serving as the tender and information agent. Documentation for the offer can be obtained from Global Bondholder Services Corporation’s website or by contacting them directly. Questions regarding the offer can be directed to the dealer manager.

US Dollars. Photo credit: Mano Chandra Dhas.

The bonds, which mature on March 15, 2029, were issued on October 3 and have a coupon of 4.5%.

The bond issuance was made to fund governmental liability management transactions and for general budgetary purposes, as characterized by the big three credit rating agency. This included roughly $312 million to purchase outstanding notes due 2019 with a 7.4% coupon.

The company’s rating for the bonds match its BBB long-term, foreign-currency issuer default rating (IDR) for the nation of Colombia, which it affirmed in May.

“The bond rating would be sensitive to any changes in Colombia’s long-term, foreign-currency IDR,” said Fitch in a statement.

Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, and J.P. Morgan Securities LLC served as joint book-running managers for the bond offering.

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 contact@gbsc-usa.com.