Bancolombia S.A. Announces the Launch of a Tender Offer to Purchase up to U.S.$370,000,000 of its outstanding 3.000% Senior Notes due 2025

MEDELLÍN, Colombia, July 12, 2023 /PRNewswire/ -- Today, Bancolombia S.A. (the "Issuer") announced that it has commenced an offer to purchase (the "Offer") for cash up to U.S.$370,000,000 (the "Maximum Tender Amount") of its outstanding 3.000% Senior Notes due 2025 (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 Offer will expire at 5:00 P.M., New York City time, on August 9, 2023, unless the Offer is extended or earlier terminated by the Issuer 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 July 25, 2023, or a later time if extended by the Issuer in its sole discretion (this date and time, including as extended or earlier terminated by the Issuer, 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 set forth above.  Notes tendered may be withdrawn prior to 5:00 P.M., New York City time, on July 25, 2023, unless extended or earlier terminated by the Issuer in its sole discretion, but not thereafter,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 Issuer'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right to amend, extend, terminate or withdraw the Offer, payment for all Notes validly tendered and not validly withdrawn prior to the Early Tender Date and accepted by the Issuer is expected to be made, at the Issuer's election, on August 1, 2023, the fifth business day following the Early Tender Date or as promptly as practicable thereafter (the "Early Settlement Date") or on August 14, 2023, the third business day following the Expiration Date or as promptly as practicable thereafter (the "Final Settlement Date").  Payment for all Notes validly tendered after the Early Tender Date and accepted by the Issuer is expected to be made on the Final Settlement Date. However, the Early Settlement Date or the Final Settlement Date may change without notice.

Holders of Notes who validly tender and do not validly withdraw their Notes on or before the Early Tender Date and whose Notes are accepted for purchase by the Issuer will receive the Total Consideration set forth above, which includes the Early Tender Payment set forth above.  Holders of Notes who validly tender their Notes after the Early Tender Date and on or before the Expiration Date and whose Notes are accepted for purchase by the Issuer will receive the 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, the applicable Settlement Date.

Acceptance for tenders of any Notes may be subject to proration if the aggregate principal amount of the Notes validly tendered and not validly withdrawn would cause the Maximum Tender Amount to be exceeded.  If the principal amount of the Notes validly tendered at or prior to the Early Tender Date exceeds the Maximum Tender Amount, the Issuer will not accept for purchase any Notes tendered after the Early Tender Date. 

Conditions to the Issuer's obligation to accept for purchase and to pay for the Notes validly tendered and not withdrawn are described in the Offer to Purchase.  The Issuer may amend, extend, terminate or withdraw the Offer.

J.P. Morgan Securities LLC is the dealer manager 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 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 (855) 654-2015 (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.

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 29 million customers.

SOURCE Bancolombia S.A.