Republic of Colombia Announces the Expiration of the Tender Offer for its Non-U.S. Dollar Bonds and Final Results of Tender Offer

BOGOTÁ, Colombia, Nov. 22, 2025 /PRNewswire/ — The Republic of Colombia’s (“Colombia“) previously announced tender offer (the “Tender Offer“) to purchase its outstanding global bonds listed in the table below (“Old Bonds“), on the terms and subject to the conditions contained in the Offer to Purchase, dated November 14, 2025 (the “Offer to Purchase“), expired as scheduled (i) for the U.S. Dollar Bonds at 5:00 p.m., New York City time, on Wednesday, November 19, 2025 (the “U.S. Dollar Bonds Tender Period Expiration Time“) and (ii) for the Non-U.S. Dollar Bonds at 5:00 p.m., New York City time, on Friday, November 21, 2025 (the “Non-U.S. Dollar Bonds Tender Period Expiration Time” and, together with the Non-U.S. Dollar Bonds Tender Period Expiration Time, the “Expiration Time“).

The aggregate purchase price to be paid for the Old Bonds to be acquired in the Tender Offer (the “Maximum Purchase Amount“) is U.S.$4,004,530,326.16 in the aggregate and as set out below for each of the accepted Old Bonds, excluding accrued interest. As such, Colombia has decided to accept validly tendered Old Bonds in the amounts shown in the table below. The table below also provides the aggregate principal amount of Old Bonds tendered at or before the applicable Expiration Time. Appropriate adjustments will be made so that purchases are made in the minimum denominations set forth in the Offer to Purchase.

Old Bonds

The settlement of the Tender Offer is scheduled to occur on Wednesday, November 26, 2025 (the “Tender Offer Settlement Date“), subject to the conditions in the Offer to Purchase, including the Financing Condition (as defined in the Offer to Purchase) and subject to change without notice. Completion of the Tender Offer remains subject to the conditions contained in the Offer to Purchase and Colombia’s sole discretion. 

As provided in the Offer to Purchase, in determining the amount of Old Bonds to be purchased against the Maximum Purchase Amount and available for purchases pursuant to the Offer, the aggregate U.S. dollar-equivalent purchase price of (i) the EUR 2026 Global Bonds was calculated at the exchange rate for the Euro to U.S. Dollar equal to U.S.$ 1.1537 per Euro, and (ii) the COP 2027 Global Bonds, was calculated at the exchange rate equal to COP 3,716.73 per U.S. Dollar.

The Offer to Purchase may be downloaded from the Information Agent’s website at www.gbsc-usa.com/colombia or obtained from the Information Agent, Global Bondholder Services Corporation, at  +1 (855) 654-2014 or from any of the Dealer Managers.

The Dealer Managers for the Tender Offer are:

Questions regarding the Tender Offer may be directed to the Dealer Managers at the above contact.

Contact information for the Tender Agent and Information Agent:
Global Bondholder Services Corporation
65 Broadway, Suite 404
New York, New York 10006
Attn: Corporate Actions Banks and Brokers call: +1 (212) 430-3774
Toll free: +1 (855) 654-2014
Email: [email protected]
Website: https://www.gbsc-usa.com/colombia/ 

Important Notice

The distribution of materials relating to the Tender Offer and the transactions contemplated by the Tender Offer may be restricted by law in certain jurisdictions. The Tender Offer is void in all jurisdictions where it is prohibited. If materials relating to the Tender Offer come into a holder’s possession, the holder is required by Colombia to inform itself of and to observe all of these restrictions. The materials relating to the Tender Offer, including this communication, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Tender Offer be made by a licensed broker or dealer and a Dealer Manager or any affiliate of a Dealer Manager is a licensed broker or dealer in that jurisdiction, the Tender Offer, as the case may be, shall be deemed to be made by the Dealer Manager or such affiliate on behalf of Colombia in that jurisdiction. Owners who may lawfully participate in the Tender Offer in accordance with the terms thereof are referred to as “holders.”

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of Old Bonds or any offer made pursuant to the Tender Offer in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The offering of any securities will be made only by means of a prospectus supplement and the accompanying prospectus and an offer to purchase in Canada, under applicable exemptions from any prospectus or registration requirements.

The Tender Offer is made in Canada only to a person deemed to be a principal that is an accredited investor, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and is a permitted client, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, and who is not an individual. 

The Offer to Purchase, and any other documents or materials related to such offers have not been and will not be registered with the Italian Securities Exchange Commission (Commissione Nazionale per le Società e la Borsa, the “CONSOB“) pursuant to applicable Italian laws and regulations. The Tender Offer is being carried out pursuant to the exemptions provided for, with respect to the Tender Offer, in Article 101 bis, paragraph 3 bis of Legislative Decree No. 58 of 24 February 1998, as amended (the “Consolidated Financial Act“) and Article 35 bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Holders or beneficial owners of the Old Bonds that are resident and/or located in Italy can tender the Old Bonds for purchase through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with Regulation (EU) 2017/1129, the Consolidated Financial Act, the CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with any other applicable laws and regulations or with any requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis à vis its clients in connection with the bonds or the relevant offering.

The Offer to Purchase, nor any other documents or materials relating to the Tender Offer have been approved by, or will be submitted for the approval of, the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, the “CNBV“) and, therefore, the Old Bonds have not been, and may not be offered or sold publicly in Mexico. However, investors that qualify as institutional or qualified investors pursuant to the private placement exemption set forth in article 8 of the Mexican Securities Market Law (Ley del Mercado de Valores) may be contacted in connection with, and may participate in, the Tender Offer. The participation in the Tender Offer will be made under such investor’s own responsibility.

The Tender Offer is not intended for any person who is not qualified as an institutional investor, in accordance with provisions set forth in Resolution SMV No. 021-2013-SMV-01 issued by Superintendency of Capital Markets (Superintendencia del Mercado de Valores) of Peru, and as subsequently amended. No legal, financial, tax or any other kind of advice is hereby being provided.

The Offer to Purchase has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. The Tender Offer constitutes an offering of securities in Singapore pursuant to the Securities and Futures Act, Chapter 289 of Singapore (the “SFA“). 

Neither the communication of the Offer to Purchase nor any other offer material relating to the Tender Offer has been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended, the “FSMA“). Accordingly, the Offer to Purchase is not being distributed to, and must not be passed on to, the general public in the United Kingdom (“UK“). The Offer to Purchase is only being distributed to and is only directed at (i) persons who are outside the UK; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (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 persons falling within (i)-(iii) together being referred to as “relevant persons”). Any investment or investment activity to which the Offer to Purchase relates 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 any of its contents.

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SOURCE Republic of Colombia