Bancolombia S.A. Announces that Citigroup Global Markets Inc. Has Launched a Tender Offer to Purchase any and all of Bancolombia S.A.'s outstanding 5.950% Senior Notes due 2021

MEDELLÍN, Colombia, Jan. 8, 2020 /PRNewswire/ -- Today, Bancolombia S.A. (the "Issuer") announced that Citigroup Global Markets Inc. (the "Offeror") has commenced an offer to purchase (the "Offer") for cash any and all of the Issuer's outstanding 5.950% Senior Notes due 2021 (the "Notes") upon the terms and subject to the conditions set forth in an Offer to Purchase dated the date hereof (as it may be amended or supplemented from time to time, the "Offer to Purchase").

The table below summarizes certain payment terms of the Offer:

The Issuer intends to redeem all or a portion of the Notes that remain outstanding following the completion of the Offer. The Offer to Purchase does not constitute a notice of redemption and no redemption will be binding on the Issuer until such time as a notice of redemption is delivered in accordance with the indenture dated as of June 3, 2011, among the Issuer and The Bank of New York Mellon, as trustee.

The Offer will expire at 11:59 P.M., New York City time, on February 5, 2020, unless the Offer is extended or earlier terminated by the Offeror in its sole discretion (this date and time, including as extended or earlier terminated, the "Expiration Date").  The early tender deadline for the Offer will be 5:00 p.m., New York City time, on January 22, 2020, or a later time if extended by the Offeror in its sole discretion (this date and time, including as extended or earlier terminated by the Offeror, the "Early Tender Date").  Holders of the Notes must validly tender their Notes at or before the Early Tender Date to be eligible to receive the Total Consideration. Notes tendered may be withdrawn prior to 5:00 P.M., New York City time, on January 22, 2020, unless extended or earlier terminated by the Offeror in its sole discretion, but not thereafter, except as required by applicable law (the date and time, including as extended or earlier terminated, the "Withdrawal Deadline").

Subject to the terms and conditions of the Offer being satisfied or waived and to the Offeror's right to amend, extend, terminate or withdraw the Offer, payment for all Notes validly tendered and not validly withdrawn prior to the Early Tender Date and accepted by the Offeror is expected to be made on January 24, 2020, the second business day following the Early Tender Date or as promptly as practicable thereafter (the "Early Settlement Date").  Payment for all Notes validly tendered after the Early Tender Date and prior to the Expiration Date and accepted for purchase by the Offeror is expected to be made on February 7, 2020, the second business day following the Expiration Date or as promptly as practicable thereafter (the "Final Settlement Date"). However, the Early Settlement Date and the Final Settlement Date may change without notice.

Holders of Notes who validly tender and do not validly withdraw their Notes at or before the Early Tender Date and whose Notes are accepted for purchase by the Offeror will receive the applicable Total Consideration set forth above, which includes the Early Tender Payment.  Holders of Notes who validly tender their Notes after the Early Tender Date and at or before the Expiration Date and whose Notes are accepted for purchase by the Offeror will receive the applicable Tender Offer Consideration set forth above.  In addition, holders whose Notes are purchased in the Offer will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, (1) in the case of any Notes tendered at or before the Early Tender Date, the Early Settlement Date and (2) in the case of any remaining Notes tendered after the Early Tender Date, the Final Settlement Date.

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 Offeror's obligation to accept for purchase and to pay for Notes validly tendered and not withdrawn pursuant to the Offer is conditioned upon, among other things, 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.  No assurance can be given that the New Offering will be priced on the terms currently envisioned or at all.  Additional conditions to the Offer are described in the Offer to Purchase.  The Offeror may amend, extend, terminate or withdraw the Offer.

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.

The Offer to Purchase will be distributed to holders of Notes promptly.  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, and the New Offering would not constitute a public offering of securities under applicable Colombian securities laws and regulations.

Forward-Looking Statements

This release and the Offer to Purchase contains 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.