Announcement of Offer to Purchase Existing Bonds Listed Below of the Republic of Colombia by Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities plc

NEW YORK, Aug. 27, 2025 /PRNewswire/ -- Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities plc (collectively, the "Purchasers") announced today the commencement of an offer to purchase for cash (the "Offer") from each registered holder or beneficial owner (each, a "Holder" and, collectively, the "Holders") the outstanding bonds of the series set forth in the table below (collectively, the "Existing Bonds") of the Republic of Colombia (the "Republic" or "Colombia"), such that the maximum amount to be paid for the Existing Bonds validly tendered and accepted for purchase pursuant to the Offer, not including interest accrued and unpaid thereon, is to be determined by the Purchasers in their sole discretion (such amount for each series, the "Maximum Purchase Price").  The terms and conditions of the Offer are set forth in the offer document, dated August 27, 2025 (the "Offer Document").

The purchase price to be paid per U.S.$1,000 principal amount of each series of Existing Bonds that are accepted pursuant to the Offer will be an amount equal to the fixed price indicated in the table below (such amount for each series, the "Purchase Price"). In addition to the Purchase Price, Holders whose Existing Bonds are accepted for purchase in the Offer will also receive any accrued and unpaid interest from, and including, the last interest payment date for such Existing Bonds up to, but excluding, the Settlement Date (the "Accrued Interest"). If the aggregate Purchase Price for all validly tendered Existing Bonds of a series (the "Tendered Aggregate Purchase Price") would exceed the Maximum Purchase Price for such series, then the Purchasers will, in their sole discretion, apply a proration factor to the Tenders of such series (as defined below).

Existing Bonds may be tendered only in principal amounts equal to the minimum authorized denomination and integral multiples thereof, as set forth below for each series of Existing Bonds (the "Minimum Denomination"). Holders who tender less than all of their Existing Bonds must continue to hold Existing Bonds in at least the Minimum Denomination.

The Purchasers reserve the right, in their sole discretion, not to accept any valid orders to tender any series of Existing Bonds in accordance with the terms and conditions of the Offer ("Tenders"), to modify the Purchase Price for any series of the Existing Bonds, or to terminate the Offer for any reason. In the event of a termination of the Offer, the tendered Existing Bonds will be returned to the tendering Holder.

If the Purchasers accept all or a portion of a Holder's Tender, the Holder will be entitled to receive for such Existing Bonds the applicable Purchase Price plus Accrued Interest, which will be paid on the Settlement Date (as defined below), if the conditions of the Offer are met.

The Purchasers are making the Offer to acquire Existing Bonds in order to hedge potential obligations under certain total return swap transactions that may be entered into between each of the Purchasers (or its affiliate) and the Republic at or around the Expiration Time (as defined below). The Offer is not conditioned upon any minimum participation of any series of the Existing Bonds, but is conditioned on the execution, at or around the Expiration Time (as defined below), of a supplement to a total return swap master confirmation between each Purchaser (or its affiliate) and the Republic binding each Purchaser (or its affiliates) and the Republic to one or more total return swap transactions (the "TRS Condition") and the satisfaction or waiver by the Purchasers of the other conditions described under "The Offer—Conditions to the Offer".  It is expected that if the total return swap agreements with the Republic are entered into, they will be settled at maturity through delivery by the Purchasers of Existing Bonds of the same series to the Republic.

The Offer commenced on Wednesday, August 27, 2025 and, unless extended or earlier terminated by the Purchasers in their sole discretion, the Offer will expire at 5:00 p.m., New York City time on Wednesday, September 3, 2025 (the "Expiration Time") and withdrawal rights will expire at 5:00 p.m., New York City time on Wednesday, September 3, 2025 (the "Withdrawal Deadline").  Holders who have validly tendered their Existing Bonds may withdraw such Existing Bonds at any time at or prior to the Withdrawal Deadline. 

On Thursday, September 4, 2025, subject to change without notice, if the TRS Condition is satisfied, the Purchasers expect to announce the approximate aggregate principal amount of Existing Bonds accepted by each Purchaser for purchase, and any proration of Tenders of the Existing Bonds.

The settlement of the Offer is scheduled to occur on Monday, September 8, 2025 (the "Settlement Date"). 

Each Purchaser shall be severally and not jointly liable solely for the payment of the Purchase Price and Accrued Interest corresponding to the portion of the aggregate principal amount of the Existing Bonds that such Purchaser announces as having been accepted for purchase. No Purchaser shall bear any responsibility for, nor shall any Holder have any recourse against, any other Purchaser with respect to such other Purchaser's accepted portion of the aggregate principal amount of the Existing Bonds or any failure by such other Purchaser to fund, pay for or otherwise settle the Existing Bonds that it has agreed to purchase.  If there is any Non-Funding Purchaser (as defined in the Offer to Purchase), the Funding Purchasers (as defined in the Offer to Purchase) intend to announce the resulting reduction to the approximate aggregate principal amount of the Existing Bonds to be settled, and settlement would occur solely with respect to such reduced aggregate principal amount with the Funding Purchasers, without any liability of the Funding Purchasers to assume, fund or satisfy the portion attributable to the Non-Funding Purchaser.

Tenders for Existing Bonds must be submitted through a direct participant in The Depository Trust Company ("DTC"), Euroclear Bank SA/NV, as operator of the Euroclear System ("Euroclear"), or Clearstream Banking, S.A. ("Clearstream"), as applicable, in accordance with the procedures and deadlines established by each such clearing system.  Any Holder that holds Existing Bonds through a custodian cannot submit a Tender directly and should instead contact its custodian to instruct the direct participant to submit a Tender on its behalf. There is no letter of transmittal or guaranteed delivery procedures for the Offer.

You are advised to consult with the broker, dealer, bank, custodian, trust company, or other nominee through which you hold your Existing Bonds as to the deadlines by which such intermediary would require receipt of instruction from you to participate in the Offer in accordance with the terms and conditions of the Offer as described in the Offer Document in order to meet the deadlines set forth in the Offer Document. The deadlines set by DTC, Euroclear, Clearstream, or any such intermediary for the submission of Existing Bonds may be earlier than the relevant deadlines specified in the Offer Document. The acceptance of any Tenders forwarded to DTC from Euroclear or Clearstream after the Expiration Time will be in the sole discretion of the Purchasers.

The complete terms and conditions of the Offer are set forth in the Offer Document, together with any amendments or supplements thereto, which Holders are urged to read carefully before making any decision with respect to the Offer. 

Global Bondholder Services Corporation is serving as the depositary agent and the information agent in connection with the Offer (the "Tender and Information Agent"), and the Offer Document may be downloaded from the Tender and Information Agent's website https://www.gbsc-usa.com/colombia/ or obtained from the Tender and Information Agent at the contact below:

The Purchasers for the Offer are:

Important Notice

This announcement is not an offer to purchase or a solicitation of an offer to sell the Existing Bonds. The Offer will be made only by and pursuant to the terms of the Offer Document, as may be amended or supplemented from time to time.

The distribution of materials relating to the Offer, and the transactions contemplated by the Offer, may be restricted by law in certain jurisdictions.  The Offer is made only in those jurisdictions where it is legal to do so. The Offer is void in all jurisdictions where they are prohibited. If materials relating to the Offer come into your possession, you are required to inform yourself of and to observe all of these restrictions.  Each person accepting the Offer shall be deemed to have represented, warranted and agreed (in respect of itself and any person for whom it is acting) that it is not a person to whom it is unlawful to make the Offer pursuant to the Offer Document, it has not distributed or forwarded the Offer Document or any other documents or materials relating to the Offer to any such person, and that it has complied with all laws and regulations applicable to it for purposes of participating in the Offer. The Purchasers do not accept any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.

The materials relating to the Offer 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 Offer be made by a licensed broker or dealer and a Purchaser or any of its affiliates is a licensed broker or dealer in that jurisdiction, the Offer, as the case may be, shall be deemed to be made by such Purchaser or such affiliate in that jurisdiction. Owners who may lawfully participate in the Offer in accordance with the terms thereof are referred to as "Holders."

Colombia will not be liable under any circumstances for the payment of the Purchase Price and Accrued Interest for any Existing Bonds tendered in the Offer by any Holder. 

Stabilization/FCA

In relation to each Member State of the European Economic Area and the United Kingdom, this communication is only addressed to and directed at qualified investors respectively in that Member State and the United Kingdom within the meaning of Regulation (EU) 2017/1129, including as such Regulation is incorporated into United Kingdom law.

This announcement is not an invitation nor is it intended to be an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom. This announcement is only being distributed to and is only directed: at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

SOURCE Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and J.P. Morgan Securities plc