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 quantity of brand-new 8.375% Global Bonds due 2054 (the “ 2054 Bonds” and along 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 just using an initial program supplement and a going along with base program for the 2036 Bonds and an initial program supplement and a going along with base program for the 2054Bonds Copies of the initial program supplements, the last program supplements (when submitted) and the associated base program for the New Bonds Offering might be acquired by speaking to any one of the following: Citigroup Global Markets Inc., by calling +1 (800) 831-9146 (united state toll totally free); Itau BBA United States Securities, Inc., by calling +1 (888) 770-4828 (united state toll totally free); or SMBC Nikko Securities America, Inc., by calling +1 (888) 284-9760 (united state toll totally free).
Application will certainly be made to have the New Bonds provided on the Luxembourg Stock Exchange and confessed to trading on the Euro MTF Market of theLuxembourg Stock Exchange Application will certainly likewise be made to the London Stock Exchange plc (the “London Stock Exchange”) for the bonds to be confessed to trading on the London Stock Exchange’s International Securities Market.
Tender Offer
Colombia’s formerly revealed tender deal (the “Tender Offer“) to buy its exceptional 4.500% Global Bonds due 2026 (the “ 4.500% 2026 Bonds“) and 3.875% Global Bonds due 2027 (the “ 3.875% 2027 Bonds“), as each such collection is explained even more in the table listed below (the 4.500% 2026 Bonds and 3.875% 2027 Bonds, jointly, the “Old Bonds“) on the terms and based on the problems consisted of in the Offer to Purchase, dated October 28, 2024 (the “Offer to Purchase“), ran out as arranged 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 approved according to the Tender Offer was the set price determined for every collection of Old Bonds in the Offer to Purchase and Colombia’s news release provided on October 28, 2024. In enhancement, owners will certainly obtain built up and unsettled passion on their Old Bonds approximately (however omitting) the Tender Offer Settlement Date (as specified listed below).
Old Bonds |
|||||
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 |
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 as the Billing and Delivering Bank to approve, based on proration and various other terms as explained in the Offer to Purchase, legitimate Reinvestment Tenders and Simple Tenders and (ii) introduce the Maximum Purchase Amount and the accumulation principal quantity of Reinvestment Tenders and Simple Tenders of each collection of Old Bonds that have actually been approved and whether any kind of proration has actually taken place for any kind of collection ofOld Bonds
The negotiation of the Tender Offer is arranged to happen on Monday, November 4, 2024 (the “Tender Offer Settlement Date“), conditional without notification. Failure to supply Old Bonds promptly might result, in Colombia’s single discernment, in any one of the following: (i) the termination of an owner’s tender and the owner ending up being accountable for any kind of problems arising from that failing, and/or (ii) the distribution of a buy-in notification for the acquisition of such Old Bonds, implemented according to traditional broker agent techniques for company set revenue protections, and/or (iii) when it comes to Reinvestment Tenders, the termination of an owner’s tender and the owner staying obliged to buy its appropriation of New Bonds in regard of its associated Indication of Interest for the 2036 Bonds.
Colombia gets the right, in its single discernment, not to approve any kind of or all Tender Orders and to end the Tender Offer for any kind of factor.
The Offer to Purchase might be downloaded and install from the Information Agent’s web site 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 the Dealer Managers.
The Dealer Managers for the Tender Offer are:
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, 24th 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 might be guided to the Dealer Managers at the above call.
* * *
Colombia has actually submitted an enrollment declaration (consisting of the program) and the initial program supplements with the SEC for theNew Bonds Offering Before you spend, you need to check out the program because enrollment declaration and various other records Colombia has actually submitted with the SEC for a lot more full info regarding Colombia and theNew Bonds Offering You might obtain these records free of cost by checking out EDGAR on the SEC web site athttp://www.sec.gov Alternatively, the Joint Book-Running Managers or the Dealer Managers, probably, will certainly prepare to send you the program supplements and the going along with program for the New Bonds Offering if you request it by calling any kind of among them at the numbers defined over.
An initial program supplements together with the going along with program is readily available from the Securities and Exchange Commission’s web site at:
2036 Bonds: https://www.sec.gov/Archives/edgar/data/917142/000119312524244623/d859113d424b3.htm
and
2054 Bonds: https://www.sec.gov/Archives/edgar/data/917142/000119312524244625/d879657d424b3.htm
Important Notice
The circulation of products connecting to the New Bonds Offering and the Tender Offer and the deals pondered by the New Bonds Offering and the Tender Offer might be limited by legislation in particular territories. Each of the New Bonds Offering and the Tender Offer is space in all territories where it is forbidden. If products connecting to the New Bonds Offering or the Tender Offer enter an owner’s belongings, the owner is called for by Colombia to educate itself of and to observe every one of these constraints. The products connecting to the New Bonds Offering or the Tender Offer, including this interaction, do not comprise, and might not be utilized about, a deal or solicitation anywhere where deals or solicitations are not allowed by legislation. If a territory needs that the New Bonds Offering or the Tender Offer be made by an accredited broker or supplier and a Dealer Manager or any kind of associate of a Dealer Manager is an accredited broker or supplier because territory, the New Bonds Offering or the Tender Offer, probably, will be considered to be made by the Dealer Manager or such associate in behalf of Colombia because territory. Owners that might legally join the Tender Offer according to the terms thereof are described as “holders.”
This news release will not comprise a deal to market or the solicitation of a deal to acquire any kind of protections neither will certainly there be any kind of sale of the New Bonds or the Tender Offer in any kind of state or various other territory in which such deal, solicitation or sale would certainly be illegal before enrollment or certification under the protections legislations of any kind of such state or various other territory. The offering of the New Bonds and the Tender Offer will certainly be made just using the New Bonds Offering program supplements and the going along with program and a deal to buy in Canada, under suitable exceptions from any kind of program or enrollment needs
The New Bonds might be offered and the Tender Offer is made in Canada just to buyers acquiring, or considered to be acquiring, as principal that are recognized capitalists, as specified in National Instrument 45-106 Prospectus Exemptions or subsection 73.3( 1) of the Securities Act (Ontario), and are allowed customers, as specified in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, and that are not people. Any resale of the New Bonds should be made according to an exception from, or in a purchase exempt to, the program needs of suitable Canadian protections legislations.
The New Bonds and the Old Bonds will certainly not be signed up underChilean 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 can not and will certainly not be provided or offered to individuals in Chile other than in situations which have actually not resulted and will certainly not cause a public offering under Chilean legislation, and in conformity with Norma de Car ácter General (Rule)No 336, dated June 27, 2012, provided by the CMF.
The New Bonds might not be provided, offered or discussed in Colombia, other than in conformity with Part 4 of Decree 2555 of 2010. The Offer to Purchase and the New Bonds Offering program supplements and the going along with program do not comprise and might not be utilized for, or about, a public offering as specified under Colombian legislation.
The New Bonds are not planned to be provided, offered or otherwise provided to and need to not be provided, offered or otherwise provided to any kind of retail financier in the European Economic Area (“EEA”). For these functions, a retail financier indicates an individual that is one (or even more) of the following:
( a) a retail customer as specified in factor (11) of Article 4( 1) of Directive 2014/65/EU (as modified, “MiFID II”); or
( b) a consumer within the definition of Directive (EU) 2016/97 as modified, where that consumer would certainly not certify as a specialist customer as specified in factor (10) of Article 4( 1) of MiFID II.
Consequently, no vital info paper called for by Regulation (EU) No 1286/2014 (as modified, the “PRIIPs Regulation”) for providing or offering the New Bonds or otherwise making them readily available to retail capitalists in the EEA has actually been prepared and consequently providing or offering the New Bonds or otherwise making them readily available to any kind of retail financier in the EEA might be illegal under the PRIIPs Regulation.
The Old Bonds and New Bonds might not be provided or offered and will certainly not be provided or offered in Hong Kong using any kind of paper besides (a) in situations which do not comprise a deal to the general public within 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 in the Securities and Futures Ordinance (Cap 571, Laws of Hong Kong) (the “SFO”) and any kind of policies made thereunder, or (c) in various other situations which do not cause the paper being a “prospectus” as specified in the CWUMPO.
No promotion, invite or paper connecting to the Old Bonds or New Bonds has actually been or will certainly be provided, or has actually been or will certainly remain in the belongings of anybody for the function of problem (in each instance whether in Hong Kong or somewhere else), which is guided at, or the components of which are most likely to be accessed or reviewed by, the general public in Hong Kong (other than if allowed to do so under the protections legislations of Hong Kong) besides relative to the Old Bonds or New Bonds which are or are planned to be gotten rid of just to individuals outside Hong Kong or to “professional investors” as specified in the SFO and any kind of policies made thereunder.
The Old Bonds and the New Bonds, and the Offer to Purchase and the New Bonds Offering program supplements and the going along with program, and any kind of various other records or products connected to such deals have not and will certainly not be signed up with the Italian Securities Exchange Commission (Commissione Nazionale per le Societ à e la Borsa or “CONSOB”) according to suitable Italian legislations and guidelines. The Tender Offer and the New Bond Offering are being performed according to 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 helpful proprietors of the Old Bonds that are resident and/or situated in Italy can tender the Old Bonds for acquisition, and the New Bonds can be provided, offered and provided, via accredited individuals (such as investment company, financial institutions or monetary middlemans allowed to perform such tasks in Italy according to 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 kind of various other suitable legislations and guidelines or with any kind of needs enforced by CONSOB or any kind of various other Italian authority. Each intermediary should abide by the suitable legislations and guidelines worrying info tasks vis à vis its customers about the bonds or the appropriate offering.
The New Bonds have actually not been and will certainly not be signed up under the Financial Instruments and Exchange Act of Japan (Act No 25 of 1948, as modified, the “Financial Instruments and Exchange Act”) and each Joint Book-Running Manager has actually stood for and concurred that it has actually not provided or offered, and will certainly not provide or market any kind of New Bonds, straight or indirectly, in Japan or to, or for the advantage of, any kind of citizen of Japan (as specified under 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 indirectly, in Japan or to, or for the advantage of, a local of Japan, other than according to an exception from the enrollment needs of, and or else in conformity with, the Financial Instruments and Exchange Act and any kind of various other suitable legislations, guidelines and pastoral standards of Japan.
Neither the Offer to Purchase or the New Bonds Offering program supplements and going along with program, neither any kind of various other records or products connecting to the Tender Offer or the New Bonds Offering have actually been accepted by or will certainly be sent 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 actually not been and will certainly 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 have not and might not be provided or offered openly inMexico However, capitalists that certify as institutional or professional capitalists according to the exclusive positioning exception stated in write-up 8 of the Mexican Securities Market Law (Ley del Mercado de Valores), might be spoken to about, and might join the Tender Offer and New Bonds Offering, and can be provided with or acquisitionNew Bonds The involvement in the Tender Offer or the purchase of New Bonds will certainly be made under such financier’s very own duty.
Neither the New Bonds Offering neither the Tender Offer is planned for anybody that is not certified as an institutional financier, according to stipulations stated in Resolution SMVNo 021-2013-SMV-01 provided by Superintendencia del Mercado de Valores (Superintendency of Capital Markets) of Peru, and as consequently modified. No lawful, monetary, tax obligation or any kind of various other sort of guidance is thus being offered.
The New Bond Offering program supplements and going along with program, and the Offer to Purchase have actually not been and will certainly not be signed up as a syllabus with the Monetary Authority ofSingapore Neither the New Bonds Offering neither the Tender Offer comprises an offering of protections in Singapore according to the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”). Each Joint Book-Running Manager has actually stood for and concurred that it has actually not provided or offered or triggered the New Bonds to be made the topic of an invite for registration or acquisition and will certainly not provide or market such New Bonds or trigger such New Bonds to be made the topic of an invite for registration or acquisition, and has actually not distributed or dispersed, neither will certainly it flow or disperse, the New Bonds Offering program supplements and going along with program or any kind of various other paper or product about the deal or sale, or invite for registration or acquisition, of such New Bonds, whether straight or indirectly, to individuals in Singapore besides (i) to an institutional financier (as specified in Section 4A of the SFA) under Section 274 of the SFA, (ii) to a pertinent individual (as specified in Section 275( 2) of the SFA) according to Section 275( 1 ), or anybody according to Section 275( 1A), and according to the problems defined in Section 275, of the SFA, and (where suitable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018 of Singapore or (iii) or else according to, and according to the problems of, any kind of various other suitable stipulation of the SFA.
Where the New Bonds are subscribed or bought in dependence on an exception under Sections 274 or 275 of the SFA, the New Bonds will not be offered within the duration of 6 months from the day of the first purchase of the bonds, other than to any one of the complying with individuals:
- an institutional financier (as specified in Section 4A of the SFA);
- a pertinent individual (as specified in Section 275( 2) of the SFA); or
- anybody according to a deal described in Section 275( 1A) of the SFA,
unless specifically defined or else in Section 276( 7) of the SFA or Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities- based Derivatives Contracts) Regulations 2018 of Singapore.
Where the New Bonds are subscribed or bought under Section 275 of the SFA by a pertinent individual which is:
- a firm (which is not a certified financier (as specified in Section 4A of the SFA)) the single organization of which is to hold financial investments and the whole share funding of which is possessed by several people, each of whom is a certified financier; or
- a trust fund (where the trustee is not a certified financier) whose single function is to hold financial investments and each recipient of the count on is a person that is a certified financier, protections or securities-based by-products agreements (each term as specified in Section 2( 1) of the SFA) of that company or the recipients’ civil liberties and passion (howsoever explained) because count on will not be moved within 6 months afterwards company or that count on has actually gotten the New Bonds according to a deal made under Section 275 of the SFA other than:
- to an institutional financier or to a pertinent individual as specified in Section 275( 2) of the SFA, or (when it comes to such company) where the transfer occurs from a deal described in 276( 3 )( i)( B) of the SFA or (when it comes to such count on) where the transfer occurs from a deal described in Section 276( 4 )( i)( B) of the SFA;
- where no factor to consider is or will certainly be provided for the transfer;
- where the transfer is by procedure of legislation;
- as defined in Section 276( 7) of the SFA; or
- as defined in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities- based Derivatives Contracts) Regulations 2018 of Singapore.
The New Bonds Offering program supplements and going along with program is not planned to comprise a deal or solicitation to buy or purchase the New Bonds explained therein in Switzerland, other than as allowed by legislation. The New Bonds might not be openly provided, straight or indirectly, in Switzerland within the definition of the Swiss Financial Services Act („ FinSA”) and will not be admitted to any trading venue (exchange or multilateral trading facility) in Switzerland.
Neither the New Bonds Offering prospectus supplements and accompanying prospectus nor any other offering or marketing material relating to the New Bonds constitutes a prospectus as such term is understood pursuant to the FinSA, and neither the New Bonds Offering prospectus supplements and accompanying prospectus nor any other offering or marketing material relating to the New Bonds may be publicly distributed or otherwise made publicly available in Switzerland.
Neither the communication of the Offer to Purchase nor the New Bonds Offering prospectus supplements and accompanying prospectus nor any other offer material relating to the Tender Offer or the New Bonds Offering has been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the ” FSMA”). The Offer to Purchase and the New Bonds Offering prospectus supplements and accompanying prospectus are only being distributed to and are only directed at (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the FSMA (Financial Promotion) Order 2005 (as amended, the “Order”); or (iii) high net worth entities and other persons to whom it may be lawfully communicated falling within Article 49(2)(a) to (d) of the Order (all such other persons together being referred to as ” appropriate individuals”). Any investment or investment activity to which the Offer to Purchase and the New Bonds Offering prospectus supplements and accompanying prospectus relate is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on the Offer to Purchase or the New Bonds Offering prospectus supplements and accompanying prospectus or any of its contents. The New Bonds will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the New Bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on the New Bonds Offering prospectus supplements and accompanying prospectus or any of its contents.
The New Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (” UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (” EUWA”); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the ” UK PRIIPs Regulation”) for offering or selling the New Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the New Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Contact information:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Toll Free: 1 800 290-6428
Email: colombia@dfking.com
Website: www.dfking.com/colombia
View initial material: https://www.prnewswire.com/news-releases/republic-of-colombia-announces-pricing-of-its-new-bonds-offering-302289327.html
RESOURCE The Republic of Colombia