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, Oct. 11, 2017 /PRNewswire/ -- Today, Bancolombia S.A. (the "Company") announced the early tender results of the previously announced offer by Citigroup Global Markets Inc. (the "Offeror") to purchase for cash (the "Tender 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 Company'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 Tender is subject to the terms and conditions as described in the offer to purchase dated September 25, 2017 (the "Offer to Purchase").

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in the table below, which sets forth the principal amount of each series of Notes validly tendered and not validly withdrawn as of the Early Tender Date, the principal amount of each series of Notes to be accepted for purchase by the Offeror, subject to the conditions set forth in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.

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 for the Tender Offer.

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].

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 Tender Offer is being made solely pursuant to the Offer to Purchase that is being distributed to the holders of Notes. The Tender 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 Tender 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.

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 Company

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 11 million customers.

SOURCE Bancolombia S.A.