Bancolombia S.A. Announces Early Tender Results for Citigroup Global Markets Inc.'s Tender Offer for Bancolombia's 6.125% Subordinated Notes Due 2020 and 5.125% Subordinated Notes Due 2022

MEDELLIN, Colombia, Dec. 10, 2019 /PRNewswire/ -- Today, Bancolombia S.A. (the "Issuer") announced the early tender results of the previously announced offer by Citigroup Global Markets Inc. (the "Offeror") to purchase for cash (the "Offer") up to a maximum amount of U.S.$750,000,000 (including the Early Tender Payment, if applicable, and accrued and unpaid interest) of the Issuer's outstanding 6.125% Subordinated Notes due 2020 (the "2020 Notes") and 5.125% Subordinated Notes due 2022 (the "2022 Notes" and together with the 2020 Notes, the "Notes").  The Offer is subject to the terms and conditions as described in the offer to purchase dated November 25, 2019 (the "Offer to Purchase").

As of 5:00 P.M., New York City time, on December 9, 2019 (the "Early Tender Date"), U.S.$485,992,000 aggregate principal amount of the Notes were validly tendered and not validly withdrawn.  The Offeror intends to accept such Notes for purchase on the early settlement date for the Offer (the "Early Settlement Date"), which is expected to be December 13, 2019, if the financing and other conditions described below are satisfied.  The table below summarizes certain payment terms of the Offer and sets forth the principal amount of each series of Notes validly tendered and not validly withdrawn as of the Early Tender Date.

Subject to the terms and conditions of the Offer described in the Offer to Purchase, holders who have not tendered their Notes as of the Early Tender Date are eligible to tender their notes at or prior to 11:59 P.M., New York City time, on December 23, 2019 (the "Expiration Date"), unless the Offer is extended or earlier terminated by the Offeror in its sole discretion.  The withdrawal deadline for the Offer was 5:00 P.M., New York City time, on December 9, 2019, and so has passed.  Accordingly, Notes tendered (in the past or future) in the Offer may no longer be withdrawn, except as required by applicable law.

The Issuer has consented to the Offeror making the Offer.  The Issuer is not making the Offer.  It is intended that the Notes purchased on the Early Settlement Date by the Offeror in the Offer will be exchanged by the Offeror with the Issuer for a decrease in the proceeds of certain new notes to be issued in a new offering by the Issuer (the "New Offering").  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 are conditions to the Offeror's obligation to accept for purchase and pay for tendered Notes.  The pricing of the New Offering is expected to occur on December 10, 2019. Additional conditions to the Offer are described in the Offer to Purchase.  The Offeror may amend, extend, terminate or withdraw the Offer in its sole discretion.

Holders that validly tendered prior to the Early Tender Date, and whose Notes are accepted for purchase, will be entitled to receive the applicable total consideration set forth in the table above, which includes the early tender payment.  Holders validly tendering their Notes after the Early Tender Date and prior to or at the Expiration Date, and whose Notes are accepted for purchase, will be entitled to receive the applicable tender consideration set forth in the table above.  In addition, holders whose Notes are purchased in the Offer will be entitled to receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, the applicable settlement date.

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are the dealer managers for the Offer.  Global Bondholder Services Corporation has been appointed as the information and tender agent for the Offer.

Persons with questions regarding the Offer should contact 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 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].

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 Offer is being made solely pursuant to the Offer to Purchase that is being distributed to the holders of Notes.  The Offer is 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 Offer 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. The notes offered in the New Offering may not be offered or sold in the Republic of Colombia, except under circumstances which do not constitute a public offering of securities under applicable Colombian securities laws and regulations or unless the notes are registered with the Colombian national registry of securities and issuers.

Forward-Looking Statements

This release and the Offer to Purchase contain 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 nearly 15 million customers.

SOURCE Bancolombia S.A.