BOGOTÁ, Colombia,Oct 28, 2024/ PUBLIC RELATIONSNewswire/–
New Bonds Offering
The Republic of Colombia (“Colombia“) revealed today that on October 28, 2024, it valued an international offering (the “New Bonds Offering“) of (i) UNITED STATE $ 2,000,000,000 accumulation principal quantity of brand-new 7.750% Global Bonds due 2036 (the “2036 Bonds”) and (ii) UNITED STATE $ 1,640,000,000 accumulation principal amount of brand-new 8.375% Global Bonds due 2054 (the “ 2054 Bonds” and together with the 2036 Bonds, the “New Bonds“). The accumulation principal quantity of 2036 Bonds consists of roughly united state $ 639,274,000 planned to money the acquisition of Tender Orders made by owners of Colombia’s Old Bonds (as specified listed below) in the simultaneous Tender Offer explained listed below, and the quantity of New Bonds provided might be changed based upon last approvals in theTender Offer The closing of the New Bonds Offering is anticipated to happen on Thursday, November 7, 2024. Citigroup Global Markets Inc., Itau BBA United States Securities,Inc and SMBC Nikko Securities America,Inc worked as Joint Book-Running Managers for theNew Bonds Offering All capitalized terms utilized however not specified in this interaction have the particular definitions defined in the Offer to Purchase described listed below under “Tender Offer”.
The New Bonds Offering was made simply utilizing an preliminary program complement and a going together with base program for the 2036 Bonds and an preliminary program complement and a going together with base program for the 2054Bonds Copies of the preliminary program dietary supplements, the final program dietary supplements (when submitted) and the related base program for the New Bonds Offering is likely to be acquired by talking to any one of many following: Citigroup Global Markets Inc., by calling +1 (800) 831-9146 (united state toll completely free); Itau BBA United States Securities, Inc., by calling +1 (888) 770-4828 (united state toll completely free); or SMBC Nikko Securities America, Inc., by calling +1 (888) 284-9760 (united state toll completely free).
Application will definitely be made to have the New Bonds supplied on the Luxembourg Stock Exchange and confessed to buying and selling on the Euro MTF Market of theLuxembourg Stock Exchange Application will definitely likewise be made to the London Stock Exchange plc (the “London Stock Exchange”) for the bonds to be confessed to buying and selling on the London Stock Exchange’s International Securities Market.
Tender Offer
Colombia’s previously revealed tender deal (the “Tender Offer“) to purchase its distinctive 4.500% Global Bonds due 2026 (the “ 4.500% 2026 Bonds“) and three.875% Global Bonds due 2027 (the “ 3.875% 2027 Bonds“), as every such assortment is defined much more within the desk listed under (the 4.500% 2026 Bonds and three.875% 2027 Bonds, collectively, the “Old Bonds“) on the phrases and based mostly on the issues consisted of within the Offer to Purchase, dated October 28, 2024 (the “Offer to Purchase“), ran out as organized for (i) Simple Tenders at 12:00 p.m. New York time, on Monday, October 28, 2024 and (ii) Reinvestment Tenders at 1:00 p.m. New York time, on Monday, October 28, 2024
The Purchase Price for Old Bonds validly accepted in accordance with the Tender Offer was the set value decided for each assortment of Old Bonds within the Offer to Purchase and Colombia’s information launch supplied on October 28, 2024. In enhancement, house owners will definitely acquire constructed up and unsettled ardour on their Old Bonds roughly (nevertheless omitting) the Tender Offer Settlement Date (as specified listed under).
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Old Bonds |
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Old Bonds |
Outstanding Principal Amount since October 28, 2024 |
ISIN |
CUSIP |
Common Code |
Fixed Purchase Price ( per UNITED STATE $1,000 Principal Amount) |
|
4.500% Global Bonds due 2026 |
UNITED STATE $1,500,000,000 |
US195325CX13 |
195325CX1 |
129873515 |
UNITED STATE $992.50 |
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3.875% Global Bonds due 2027 |
UNITED STATE $1,896,692,000 |
US195325DL65 |
195325DL6 |
155578378 |
UNITED STATE $960.00 |
On Tuesday, October 29, 2024, or asap, Colombia anticipates to (i) adviseCitigroup Global Markets Inc because the Billing and Delivering Bank to approve, based mostly on proration and varied different phrases as defined within the Offer to Purchase, official Reinvestment Tenders and Simple Tenders and (ii) introduce the Maximum Purchase Amount and the buildup principal amount of Reinvestment Tenders and Simple Tenders of every assortment of Old Bonds which have truly been accepted and whether or not any form of proration has truly taken place for any form of assortment ofOld Bonds
The negotiation of the Tender Offer is organized to occur on Monday, November 4, 2024 (the “Tender Offer Settlement Date“), conditional with out notification. Failure to provide Old Bonds promptly would possibly end result, in Colombia’s single discernment, in any one of many following: (i) the termination of an proprietor’s tender and the proprietor ending up being accountable for any form of issues arising from that failing, and/or (ii) the distribution of a buy-in notification for the acquisition of such Old Bonds, applied in accordance with conventional dealer agent methods for firm set income protections, and/or (iii) on the subject of Reinvestment Tenders, the termination of an proprietor’s tender and the proprietor staying obliged to purchase its appropriation of New Bonds in regard of its related Indication of Interest for the 2036 Bonds.
Colombia will get the appropriate, in its single discernment, to not approve any form of or all Tender Orders and to finish the Tender Offer for any form of issue.
The Offer to Purchase is likely to be downloaded and set up from the Information Agent’s website at www.dfking.com/colombia or acquired from the Information Agent, D.F. King & & Co., Inc., at 1 800 290-6428 or from any one of many Dealer Managers.
The Dealer Managers for the Tender Offer are:
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Citigroup Global Markets Inc Attention: Liability Management Group 388 Greenwich Street New York, New York 10013 Collect: +1 212 723-6106 Toll-Free: +1 800 558-3745 |
Itau BBA United States Securities, Inc. Attention: Debt Capital Markets 540 Madison Avenue, twenty fourth Floor New York, New York 10022 Collect: +1 917 224-6722 Toll-Free: +1 888 770-4828 |
SMBC Nikko Securities America Attention: Debt Capital Markets– Liability Management America, Inc. 277 Park Avenue New York, New York 10172 Collect: +1 212 224-5163 Toll-Free: +1 888 284-9760 |
The Billing and Delivering Bank for this Tender Offer was: Citigroup Global Markets Inc.
Questions pertaining to the Tender Offer is likely to be guided to the Dealer Managers on the above name.
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Colombia has truly submitted an enrollment declaration (consisting of this system) and the preliminary program dietary supplements with the SEC for theNew Bonds Offering Before you spend, it’s worthwhile to try this system as a result of enrollment declaration and varied different information Colombia has truly submitted with the SEC for lots extra full data concerning Colombia and theNew Bonds Offering You would possibly acquire these information freed from value by trying out EDGAR on the SEC website at Alternatively, the Joint Book-Running Managers or the Dealer Managers, most likely, will definitely put together to ship you this system dietary supplements and the going together with program for the New Bonds Offering in the event you request it by calling any form of amongst them on the numbers outlined over.
An preliminary program dietary supplements along with the going together with program is available from the Securities and Exchange Commission’s website at:
and
Important Notice
The circulation of merchandise connecting to the New Bonds Offering and the Tender Offer and the offers contemplated by the New Bonds Offering and the Tender Offer is likely to be restricted by laws particularly territories. Each of the New Bonds Offering and the Tender Offer is house in all territories the place it’s forbidden. If merchandise connecting to the New Bonds Offering or the Tender Offer enter an proprietor’s belongings, the proprietor is known as for by Colombia to teach itself of and to watch each one in every of these constraints. The merchandise connecting to the New Bonds Offering or the Tender Offer, together with this interplay, don’t comprise, and won’t be utilized about, a deal or solicitation wherever the place offers or solicitations are usually not allowed by laws. If a territory wants that the New Bonds Offering or the Tender Offer be made by an accredited dealer or provider and a Dealer Manager or any form of affiliate of a Dealer Manager is an accredited dealer or provider as a result of territory, the New Bonds Offering or the Tender Offer, most likely, will be thought of to be made by the Dealer Manager or such affiliate in behalf of Colombia as a result of territory. Owners that may legally be part of the Tender Offer in accordance with the phrases thereof are described as “holders.”
This information launch is not going to comprise a deal to market or the solicitation of a deal to amass any form of protections neither will definitely there be any form of sale of the New Bonds or the Tender Offer in any form of state or varied different territory during which such deal, solicitation or sale will surely be unlawful earlier than enrollment or certification beneath the protections legislations of any form of such state or varied different territory. The providing of the New Bonds and the Tender Offer will definitely be made simply utilizing the New Bonds Offering program dietary supplements and the going together with program and a deal to purchase in Canada, beneath appropriate exceptions from any form of program or enrollment wants
The New Bonds is likely to be supplied and the Tender Offer is made in Canada simply to patrons buying, or thought of to be buying, as principal which might be acknowledged capitalists, as laid out in National Instrument 45-106 Prospectus Exemptions or subsection 73.3( 1) of the Securities Act (Ontario), and are allowed prospects, as laid out in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, and that aren’t individuals. Any resale of the New Bonds needs to be made in accordance with an exception from, or in a purchase order exempt to, this system wants of appropriate Canadian protections legislations.
The New Bonds and the Old Bonds will definitely not be signed up beneathChilean Law No 18,045, as modified, with the Comisi ón para el Mercado Financiero de Chile (Financial Market Commission of Chile or “CMF”) and, appropriately, the New Bonds and the Old Bonds cannot and will definitely not be supplied or supplied to people in Chile apart from in conditions which have truly not resulted and will definitely not trigger a public providing beneath Chilean laws, and in conformity with Norma de Car ácter General (Rule)No 336, dated June 27, 2012, supplied by the CMF.
The New Bonds won’t be supplied, supplied or mentioned in Colombia, apart from in conformity with Part 4 of Decree 2555 of 2010. The Offer to Purchase and the New Bonds Offering program dietary supplements and the going together with program don’t comprise and won’t be utilized for, or about, a public providing as specified beneath Colombian laws.
The New Bonds are usually not deliberate to be supplied, supplied or in any other case supplied to and must not be supplied, supplied or in any other case supplied to any form of retail financier within the European Economic Area (“EEA”). For these features, a retail financier signifies a person that’s one (or much more) of the next:
( a) a retail buyer as laid out in issue (11) of Article 4( 1) of Directive 2014/65/EU (as modified, “MiFID II”); or
( b) a client inside the definition of Directive (EU) 2016/97 as modified, the place that client will surely not certify as a specialist buyer as laid out in issue (10) of Article 4( 1) of MiFID II.
Consequently, no important data paper known as for by Regulation (EU) No 1286/2014 (as modified, the “PRIIPs Regulation”) for offering or providing the New Bonds or in any other case making them available to retail capitalists within the EEA has truly been ready and consequently offering or providing the New Bonds or in any other case making them available to any form of retail financier within the EEA is likely to be unlawful beneath the PRIIPs Regulation.
The Old Bonds and New Bonds won’t be supplied or supplied and will definitely not be supplied or supplied in Hong Kong utilizing any form of paper apart from (a) in conditions which don’t comprise a deal to most people inside the definition of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap 32, Laws of Hong Kong) (the “CWUMPO”), or (b) to “professional investors” as specified within the Securities and Futures Ordinance (Cap 571, Laws of Hong Kong) (the “SFO”) and any form of insurance policies made thereunder, or (c) in varied different conditions which don’t trigger the paper being a “prospectus” as specified within the CWUMPO.
No promotion, invite or paper connecting to the Old Bonds or New Bonds has truly been or will definitely be supplied, or has truly been or will definitely stay within the belongings of anyone for the operate of drawback (in every occasion whether or not in Hong Kong or someplace else), which is guided at, or the parts of that are most certainly to be accessed or reviewed by, most people in Hong Kong (apart from if allowed to take action beneath the protections legislations of Hong Kong) apart from relative to the Old Bonds or New Bonds that are or are deliberate to be gotten rid of simply to people exterior Hong Kong or to “professional investors” as specified within the SFO and any form of insurance policies made thereunder.
The Old Bonds and the New Bonds, and the Offer to Purchase and the New Bonds Offering program dietary supplements and the going together with program, and any form of varied different information or merchandise related to such offers haven’t and will definitely not be signed up with the Italian Securities Exchange Commission (Commissione Nazionale per le Societ à e la Borsa or “CONSOB”) in accordance with appropriate Italian legislations and pointers. The Tender Offer and the New Bond Offering are being carried out in accordance with the exceptions attended to, relative to the Tender Offer, in Article 101 bis, paragraph 3 bis ofLegislative Decree No 58 of 24 February 1998, as modified (the “Consolidated Financial Act”) and Article 35 bis, paragraph 4, of CONSOBRegulation No 11971 of 14 May 1999, as modified; and, relative to the New Bonds Offering, in write-up 1, paragraph 4, letter c), of Regulation (EU) 2017/1129.
Holders or useful proprietors of the Old Bonds which might be resident and/or located in Italy can tender the Old Bonds for acquisition, and the New Bonds could be supplied, supplied and supplied, through accredited people (equivalent to funding firm, monetary establishments or financial middlemans allowed to carry out such duties in Italy in accordance with Regulation (EU) 2017/1129, the Consolidated Financial Act, the CONSOBRegulation No 20307 of 15 February 2018, as modified, andLegislative Decree No 385 of September 1, 1993, as modified) and in conformity with any form of varied different appropriate legislations and pointers or with any form of wants enforced by CONSOB or any form of varied different Italian authority. Each middleman ought to abide by the acceptable legislations and pointers worrying data duties vis à vis its prospects concerning the bonds or the suitable providing.
The New Bonds have truly not been and will definitely not be signed up beneath the Financial Instruments and Exchange Act of Japan (Act No 25 of 1948, as modified, the “Financial Instruments and Exchange Act”) and every Joint Book-Running Manager has truly stood for and concurred that it has truly not supplied or supplied, and will definitely not present or market any form of New Bonds, straight or not directly, in Japan or to, or for the benefit of, any form of citizen of Japan (as specified beneath Article 6, Paragraph 1, Item 5 of the Foreign Exchange and Foreign Trade Act of Japan (Act No 228 of 1949, as modified)), or to others for re-offering or resale, straight or not directly, in Japan or to, or for the benefit of, a neighborhood of Japan, apart from in accordance with an exception from the enrollment wants of, and or else in conformity with, the Financial Instruments and Exchange Act and any form of varied different appropriate legislations, pointers and pastoral requirements of Japan.
Neither the Offer to Purchase or the New Bonds Offering program dietary supplements and going together with program, neither any form of varied different information or merchandise connecting to the Tender Offer or the New Bonds Offering have truly been accepted by or will definitely be despatched for the authorization of, the Mexican National Banking and Securities Commission (Comisi ón Nacional Bancaria y de Valores; the “CNBV”) and, the New Bonds have truly not been and will definitely not be signed up with the Mexican National Securities Registry (Registro Nacional de Valores) preserved by the CNBV, and consequently the Old Bonds and New Bonds haven’t and won’t be supplied or supplied overtly inMexico However, capitalists that certify as institutional or skilled capitalists in accordance with the unique positioning exception said in write-up 8 of the Mexican Securities Market Law (Ley del Mercado de Valores), is likely to be spoken to about, and would possibly be part of the Tender Offer and New Bonds Offering, and could be supplied with or acquisitionNew Bonds The involvement within the Tender Offer or the acquisition of New Bonds will definitely be made beneath such financier’s very personal obligation.
Neither the New Bonds Offering neither the Tender Offer is deliberate for anyone that’s not licensed as an institutional financier, in accordance with stipulations said in Resolution SMVNo 021-2013-SMV-01 supplied by Superintendencia del Mercado de Valores (Superintendency of Capital Markets) of Peru, and as consequently modified. No lawful, financial, tax obligation or any form of varied different form of steering is thus being supplied.
The New Bond Offering program dietary supplements and going together with program, and the Offer to Purchase have truly not been and will definitely not be signed up as a syllabus with the Monetary Authority ofSingapore Neither the New Bonds Offering neither the Tender Offer includes an providing of protections in Singapore in accordance with the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”). Each Joint Book-Running Manager has truly stood for and concurred that it has truly not supplied or supplied or triggered the New Bonds to be made the subject of an invitation for registration or acquisition and will definitely not present or market such New Bonds or set off such New Bonds to be made the subject of an invitation for registration or acquisition, and has truly not distributed or dispersed, neither will definitely it circulate or disperse, the New Bonds Offering program dietary supplements and going together with program or any form of varied different paper or product concerning the deal or sale, or invite for registration or acquisition, of such New Bonds, whether or not straight or not directly, to people in Singapore apart from (i) to an institutional financier (as laid out in Section 4A of the SFA) beneath Section 274 of the SFA, (ii) to a pertinent particular person (as laid out in Section 275( 2) of the SFA) in accordance with Section 275( 1 ), or anyone in accordance with Section 275( 1A), and in accordance with the issues outlined in Section 275, of the SFA, and (the place appropriate) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018 of Singapore or (iii) or else in accordance with, and in accordance with the issues of, any form of varied different appropriate stipulation of the SFA.
Where the New Bonds are subscribed or purchased in dependence on an exception beneath Sections 274 or 275 of the SFA, the New Bonds is not going to be supplied inside the length of 6 months from the day of the primary buy of the bonds, apart from to any one of many complying with people:
- an institutional financier (as laid out in Section 4A of the SFA);
- a pertinent particular person (as laid out in Section 275( 2) of the SFA); or
- anyone in accordance with a deal described in Section 275( 1A) of the SFA,
except particularly outlined or else in Section 276( 7) of the SFA or Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities- based mostly Derivatives Contracts) Regulations 2018 of Singapore.
Where the New Bonds are subscribed or purchased beneath Section 275 of the SFA by a pertinent particular person which is:
- a agency (which isn’t a licensed financier (as laid out in Section 4A of the SFA)) the only group of which is to carry monetary investments and the entire share funding of which is possessed by a number of individuals, every of whom is a licensed financier; or
- a belief fund (the place the trustee is just not a licensed financier) whose single operate is to carry monetary investments and every recipient of the depend on is an individual that could be a licensed financier, protections or securities-based by-products agreements (every time period as laid out in Section 2( 1) of the SFA) of that firm or the recipients’ civil liberties and fervour (howsoever defined) as a result of depend on is not going to be moved inside 6 months afterwards firm or that depend on has truly gotten the New Bonds in accordance with a deal made beneath Section 275 of the SFA apart from:
- to an institutional financier or to a pertinent particular person as laid out in Section 275( 2) of the SFA, or (on the subject of such firm) the place the switch happens from a deal described in 276( 3 )( i)( B) of the SFA or (on the subject of such depend on) the place the switch happens from a deal described in Section 276( 4 )( i)( B) of the SFA;
- the place no issue to contemplate is or will definitely be supplied for the switch;
- the place the switch is by process of laws;
- as outlined in Section 276( 7) of the SFA; or
- as outlined in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities- based mostly Derivatives Contracts) Regulations 2018 of Singapore.
The New Bonds Offering program dietary supplements and going together with program is just not deliberate to comprise a deal or solicitation to purchase or buy the New Bonds defined therein in Switzerland, apart from as allowed by laws. The New Bonds won’t be overtly supplied, straight or not directly, in Switzerland inside the definition of the Swiss Financial Services Act („ FinSA”) and won’t be admitted to any buying and selling venue (trade or multilateral buying and selling facility) in Switzerland.
Neither the New Bonds Offering prospectus dietary supplements and accompanying prospectus nor some other providing or advertising and marketing materials regarding the New Bonds constitutes a prospectus as such time period is known pursuant to the FinSA, and neither the New Bonds Offering prospectus dietary supplements and accompanying prospectus nor some other providing or advertising and marketing materials regarding the New Bonds could also be publicly distributed or in any other case made publicly accessible in Switzerland.
Neither the communication of the Offer to Purchase nor the New Bonds Offering prospectus dietary supplements and accompanying prospectus nor some other supply materials regarding the Tender Offer or the New Bonds Offering has been accepted by a licensed particular person for the needs of part 21 of the Financial Services and Markets Act 2000 (the ” FSMA”). The Offer to Purchase and the New Bonds Offering prospectus dietary supplements and accompanying prospectus are solely being distributed to and are solely directed at (i) individuals who’re exterior the United Kingdom; (ii) funding professionals falling inside Article 19(5) of the FSMA (Financial Promotion) Order 2005 (as amended, the “Order”); or (iii) excessive internet value entities and different individuals to whom it could be lawfully communicated falling inside Article 49(2)(a) to (d) of the Order (all such different individuals collectively being known as ” applicable people”). Any funding or funding exercise to which the Offer to Purchase and the New Bonds Offering prospectus dietary supplements and accompanying prospectus relate is offered solely to related individuals and shall be engaged in solely with related individuals. Any one who is just not a related particular person mustn’t act or depend on the Offer to Purchase or the New Bonds Offering prospectus dietary supplements and accompanying prospectus or any of its contents. The New Bonds will solely be accessible to, and any invitation, supply or settlement to subscribe, buy or in any other case purchase the New Bonds shall be engaged in solely with, related individuals. Any one who is just not a related particular person mustn’t act or depend on the New Bonds Offering prospectus dietary supplements and accompanying prospectus or any of its contents.
The New Bonds are usually not supposed to be supplied, bought or in any other case made accessible to and shouldn’t be supplied, bought or in any other case made accessible to any retail investor within the United Kingdom (” UK”). For these functions, a retail investor means an individual who’s one (or extra) of: (i) a retail consumer, as outlined in level (8) of Article 2 of Regulation (EU) No 2017/565 because it kinds a part of home regulation by advantage of the European Union (Withdrawal) Act 2018 (” EUWA”); or (ii) a buyer inside the that means of the provisions of the FSMA and any guidelines or rules made beneath the FSMA to implement Directive (EU) 2016/97, the place that buyer wouldn’t qualify as knowledgeable consumer, as outlined in level (8) of Article 2(1) of Regulation (EU) No 600/2014 because it kinds a part of home regulation by advantage of the EUWA. Consequently no key info doc required by Regulation (EU) No 1286/2014 because it kinds a part of home regulation by advantage of the EUWA (the ” UK PRIIPs Regulation”) for providing or promoting the New Bonds or in any other case making them accessible to retail traders within the UK has been ready and subsequently providing or promoting the New Bonds or in any other case making them accessible to any retail investor within the UK could also be illegal beneath the UK PRIIPs Regulation.
Contact info:
D.F. King & Co., Inc.
48 Wall Street, twenty second Floor
New York, New York 10005
Toll Free: 1 800 290-6428
Email: colombia@dfking.com
Website: www.dfking.com/colombia
View preliminary materials: RESOURCE The Republic of Colombia
