ETB announces final tender results of its tender offer for up to Ps.400,000,000,000 in aggregate principal amount of its outstanding 7.00% Senior Notes due 2023

BOGOTÁ, Colombia, Dec. 3, 2019 /PRNewswire/ -- Empresa de Telecomunicaciones de Bogotá S.A. E.S.P. ("ETB" or the "Company") announced today the final tender results in connection with its previously announced offer to purchase for cash up to Ps. 400,000,000,000 ("Maximum Tender Amount") in aggregate principal amount of its outstanding 7.00% Senior Notes due 2023 dated November 1, 2019 (as amended by the press release dated November 18, 2019, and as further amended or supplemented from time to time, the "Offer to Purchase"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer to Purchase.

Announcement of Final Tender Results

The following table summarizes the final tender results as of 5:00 p.m., New York City time, on December 2, 2019 (the "Expiration Date") and the principal amount of Notes that ETB has accepted for purchase:

According to the information provided by D.F. King & Co., (i) a total of Ps.1,186,000,000 aggregate principal amount of Notes had been validly tendered after the Early Tender Date and on or prior to the Expiration Date, and (ii) a total of Ps.176,106,000,000 aggregate principal amount of Notes had been validly tendered from November 1, 2019 (the "Launch Date") to the Expiration Date.

Holders of Notes validly tendered after the Early Tender Date and on or prior the Expiration Date and that are accepted for purchase pursuant to the Offer, subject to the Maximum Tender Amount and proration, are eligible to receive the expiration consideration of Ps.975 per Ps.1,000 principal amount of Notes tendered (the "Expiration Consideration"). The Expiration Consideration will be payable in U.S. dollars and converted at Ps.3,522.48 per U.S.$1.00, the representative market rate (tasa representativa del mercado) for the purchase of U.S. dollars with Colombian pesos as calculated and published by the Superintendence of Finance of Colombia (Superintendencia Financiera de Colombia) at the end of November 29, 2019, the Business Day prior to the Expiration Date. Notes validly tendered and accepted for purchase after the Early Tender Date and on or prior to the Expiration Date are expected to be purchased on December 6, 2019, which is the fourth Business Day following the Expiration Date (the "Final Settlement Date"), subject to the terms and conditions described in the Offer to Purchase. In addition, Holders whose Notes are accepted for purchase will also be paid accrued and unpaid interest from, and including, the last interest payment date up to, but not including, the Final Settlement Date.

The Offer

The Offer has now expired. No notes tendered after the Expiration Date will be accepted for purchase pursuant to the Offer to Purchase. The terms and conditions of the Offer are described in the Offer to Purchase that were distributed to holders of Notes, as amended by the press release dated November 18, 2019.

Following consummation of the Offer, Ps.354,074,000,000 aggregate principal amount of the Notes are expected to remain outstanding.

Additional Information Relating to the Offer

D.F. King & Co., Inc. is acting as the tender agent (in such capacity, the "Tender Agent") and as the information agent (in such capacity, the "Information Agent") for the Offer. Itau BBA USA Securities, Inc. is acting as Dealer Manager for the Offer (the "Dealer Manager").

NEITHER THE OFFER TO PURCHASE NOR ANY OTHER DOCUMENTS RELATING TO THE OFFER HAVE BEEN FILED WITH OR REVIEWED BY ANY FEDERAL OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY OF OTHER DOCUMENT RELATING TO THE OFFER. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

Neither the Offer to Purchase nor this press release constitutes an offer to purchase the Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities or "blue sky" laws. If ETB becomes aware of any jurisdiction in which the making of the Offer would not be in compliance with applicable laws, ETB will make a good faith effort to comply with any such laws. If, after such good faith effort, ETB cannot comply with any such laws, the Offer will not be made to (nor will tenders of Notes be accepted from or on behalf of) the owners of Notes residing in such jurisdiction. Neither the delivery of the Offer to Purchase nor any purchase hereunder shall under any circumstances create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that there has been no change in the information set forth herein or in any attachments hereto or in ETB's affairs since the date hereof. The Dealer Manager may be tendering Notes in connection with the Offer. The Dealer Manager may be tendering Notes in connection with the Offer. The press release does not constitute an offer to sell any securities or the solicitation of an offer to buy any securities. Any offering of securities will only be made by an offering document and any such offering may not be registered with the United States Securities and Exchange Commission.

The Offer to Purchase is available online at www.dfking.com/etb until the consummation or termination of the Offer.

This press release contains forward-looking statements and information that are necessarily subject to risks, uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the final terms of any such transactions. ETB assumes no obligation to update or correct the information contained in this press release.

SOURCE Empresa de Telecomunicaciones de Bogotá S.A. E.S.P.