Bancolombia S.A. Announces that Citigroup Global Markets Inc. Has Launched a Tender Offer to purchase Bancolombia S.A.'s outstanding (i) 6.125% Subordinated Notes Due 2020 and (ii) 5.125% Subordinated Notes Due 2022

MEDELLIN, Colombia, Sept. 25, 2017 /PRNewswire/ -- Today, Bancolombia S.A. (the "Company") announced that Citigroup Global Markets Inc. (the "Offeror") has commenced an offer to purchase (the "Tender Offer") the Company's (1) outstanding 6.125% Subordinated Notes due 2020 (the "2020 Notes") and (2) outstanding 5.125% Subordinated Notes due 2022 (the "2022 Notes" and together with the 2020 Notes, the "Notes") for cash up to a maximum amount of U.S.$750,000,000 (the "Aggregate Maximum Tender Consideration") (including the Early Tender Payment, if applicable, and accrued and unpaid interest) 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:

(1)  Per U.S.$1,000 principal amount of Notes.

(2)  Excludes accrued interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable.

The Tender Offer will expire at 11:59 P.M., New York City time, on October 24, 2017, unless the Tender 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 Tender Offer will be 5:00 p.m., New York City time, on October 10, 2017, 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 Notes tendered may be withdrawn prior to 5:00 P.M., New York City time, on October 10, 2017, unless extended or earlier terminated by the Offeror in its sole discretion, but not thereafter,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").

The Notes will be purchased in accordance with the "Acceptance Priority Level" (in numerical priority order) as set forth in the table above (the "Acceptance Priority Level"), with Acceptance Priority Level 1 being the highest priority, and possible proration of the Notes on the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below) will be determined in accordance with the terms of the Tender Offer.  Accordingly, 2020 Notes validly tendered will be accepted before any 2022 Notes validly tendered are accepted.  However, Notes validly tendered on or prior to the Early Tender Date will be accepted for purchase in priority to other Notes tendered after the Early Tender Date, even if such Notes tendered after the Early Tender Date have a higher Acceptance Priority Level than Notes tendered on or prior to the Early Tender Date.  If the aggregate total consideration payable (including the Early Tender Payment, if applicable, and accrued and unpaid interest) for the Notes validly tendered exceeds the Aggregate Maximum Tender Consideration, only the principal amount of Notes that would result in the Aggregate Maximum Tender Consideration not being exceeded will be accepted for purchase.  Accordingly, if the aggregate total consideration payable for the Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date exceeds the Aggregate Maximum Tender Consideration, the holders who validly tender Notes after the Early Tender Date will not have any such Notes accepted for payment regardless of the Acceptance Priority Level of such Notes.

If, on the Early Settlement Date or Final Settlement Date, as applicable, only a portion of a series of Notes may be accepted for purchase, the aggregate principal amount of such series of Notes accepted for purchase will be prorated based upon the aggregate principal amount of that series of Notes that have been validly tendered and not yet accepted for purchase in the Offer, such that the Aggregate Maximum Tender Consideration will not be exceeded.

Subject to the terms and conditions of the Tender 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 at or before the Early Tender Date and accepted for purchase by the Offeror will occur promptly following the Early Tender Date (the "Early Settlement Date," which is expected to be the third business day after the Early Tender Date, but which may change without notice).  Payment for all Notes validly tendered after the Early Tender Date and at or before the Expiration Date and accepted for purchase by the Offeror will occur promptly following the Expiration Date (the "Final Settlement Date," which is expected to be the third business day after the Expiration Date, but which 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 Tender Offer will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, (i) in the case of any Notes tendered at or before the Early Tender Date, the Early Settlement Date and (ii) in the case of any remaining Notes tendered after the Early Tender Date, the Final Settlement Date.

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

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.

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 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 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 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.