Bancolombia S.A. Announces that Citigroup Global Markets Inc. Has Launched a Tender Offer to purchase Bancolombia S.A.’s outstanding (i) 6.125% Subordinated Notes Due 2020 and (ii) 5.125% Subordinated Notes Due 2022

Bancolombia S.A. Announces that Citigroup Global Markets Inc. Has Launched a Tender Offer to purchase Bancolombia S.A.’s outstanding (i) 6.125% Subordinated Notes Due 2020 and (ii) 5.125% Subordinated Notes Due 2022

PR Newswire

MEDELLIN, Colombia, Sept. 25, 2017 /PRNewswire/ — Today, Bancolombia S.A. (the “Company”) announced that Citigroup Global Markets Inc. (the “Offeror”) has commenced an offer to purchase (the “Tender Offer”) the Company’s (1) outstanding 6.125% Subordinated Notes due 2020 (the “2020 Notes”) and (2) outstanding 5.125% Subordinated Notes due 2022 (the “2022 Notes” and together with the 2020 Notes, the “Notes”) for cash up to a maximum amount of U.S.$750,000,000 (the “Aggregate Maximum Tender Consideration”) (including the Early Tender Payment, if applicable, and accrued and unpaid interest) upon the terms and subject to the conditions set forth in an Offer to Purchase dated the date hereof (as it may be amended or supplemented from time to time, the “Offer to Purchase”).

The table below summarizes certain payment terms of the Offer:


D
escription of Notes


CUS
IP/
ISIN Nos.


Outstanding
Principal
 Amount


Tender Offer Consideration
 (1)(2)


Early Tender Payment (1)


Total Consideration
(1)(2)


Acceptance Priority Level

6.125% Subordinated Notes due 2020

05968L AB8/
US05968LAB80

U.S.$620,000,000

U.S.$1,075.00

U.S.$30.00

U.S.$1,105.00

1

5.125% Subordinated Notes due 2022

05968L AH5/
US05968LAH50

U.S.$1,424,513,000

U.S.$1,042.50

U.S.$30.00

U.S.$1,072.50

2

                 

(1)  Per U.S.$1,000 principal amount of Notes.

(2)  Excludes accrued interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable.

The Tender Offer will expire at 11:59 P.M., New York City time, on October 24, 2017, unless the Tender Offer is extended or earlier terminated by the Offeror in its sole discretion (this date and time, including as extended or earlier terminated, the “Expiration Date”).  The early tender deadline for the Tender Offer will be 5:00 p.m., New York City time, on October 10, 2017, or a later time if extended by the Offeror in its sole discretion (this date and time, including as extended or earlier terminated by the Offeror, the “Early Tender Date”).  Holders of the Notes must validly tender their Notes at or before the Early Tender Date to be eligible to receive the Total Consideration. Notes tendered may be withdrawn prior to 5:00 P.M., New York City time, on October 10, 2017, unless extended or earlier terminated by the Offeror in its sole discretion, but not thereafter, except as required by applicable law (the date and time, including as extended or earlier terminated, the “Withdrawal Deadline”).

The Notes will be purchased in accordance with the “Acceptance Priority Level” (in numerical priority order) as set forth in the table above (the “Acceptance Priority Level”), with Acceptance Priority Level 1 being the highest priority, and possible proration of the Notes on the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below) will be determined in accordance with the terms of the Tender Offer.  Accordingly, 2020 Notes validly tendered will be accepted before any 2022 Notes validly tendered are accepted.  However, Notes validly tendered on or prior to the Early Tender Date will be accepted for purchase in priority to other Notes tendered after the Early Tender Date, even if such Notes tendered after the Early Tender Date have a higher Acceptance Priority Level than Notes tendered on or prior to the Early Tender Date.  If the aggregate total consideration payable (including the Early Tender Payment, if applicable, and accrued and unpaid interest) for the Notes validly tendered exceeds the Aggregate Maximum Tender Consideration, only the principal amount of Notes that would result in the Aggregate Maximum Tender Consideration not being exceeded will be accepted for purchase.  Accordingly, if the aggregate total consideration payable for the Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date exceeds the Aggregate Maximum Tender Consideration, the holders who validly tender Notes after the Early Tender Date will not have any such Notes accepted for payment regardless of the Acceptance Priority Level of such Notes.

If, on the Early Settlement Date or Final Settlement Date, as applicable, only a portion of a series of Notes may be accepted for purchase, the aggregate principal amount of such series of Notes accepted for purchase will be prorated based upon the aggregate principal amount of that series of Notes that have been validly tendered and not yet accepted for purchase in the Offer, such that the Aggregate Maximum Tender Consideration will not be exceeded.

Subject to the terms and conditions of the Tender Offer being satisfied or waived and to the Offeror’s right to amend, extend, terminate or withdraw the Offer, payment for all Notes validly tendered at or before the Early Tender Date and accepted for purchase by the Offeror will occur promptly following the Early Tender Date (the “Early Settlement Date,” which is expected to be the third business day after the Early Tender Date, but which may change without notice).  Payment for all Notes validly tendered after the Early Tender Date and at or before the Expiration Date and accepted for purchase by the Offeror will occur promptly following the Expiration Date (the “Final Settlement Date,” which is expected to be the third business day after the Expiration Date, but which may change without notice).

Holders of Notes who validly tender and do not validly withdraw their Notes at or before the Early Tender Date and whose Notes are accepted for purchase by the Offeror will receive the applicable Total Consideration set forth above, which includes the Early Tender Payment.  Holders of Notes who validly tender their Notes after the Early Tender Date and at or before the Expiration Date and whose Notes are accepted for purchase by the Offeror will receive the applicable Tender Offer Consideration set forth above.  In addition, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, (i) in the case of any Notes tendered at or before the Early Tender Date, the Early Settlement Date and (ii) in the case of any remaining Notes tendered after the Early Tender Date, the Final Settlement Date.

The Company has consented to the Offeror making the Tender Offer.  The Company is not making the Tender Offer.  It is intended that the Notes purchased on the Early Settlement Date by the Offeror in the Tender Offer will be exchanged by the Offeror with the Company for a decrease in the proceeds of certain new notes to be issued in a new offering by the Company (the “New Offering”).  The Offeror’s obligation to accept for purchase and to pay for Notes validly tendered and not withdrawn pursuant to the Tender Offer is conditioned upon, among other things, the pricing of the New Offering on terms satisfactory to the Company and the underwriting agreement for the New Offering not having been terminated prior to the Early Settlement Date.  No assurance can be given that the New Offering will be priced on the terms currently envisioned or at all.  Additional conditions to the Tender Offer are described in the Offer to Purchase.  The Offeror may amend, extend, terminate or withdraw the Tender Offer.

Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and UBS Securities LLC are the dealer managers for the Tender Offer.  Global Bondholder Services Corporation has been appointed as the information and tender agent for the Tender Offer.

Persons with questions regarding the Tender Offer should contact Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect), Merrill Lynch, Pierce, Fenner & Smith Incorporated at (888) 292-0070 (toll-free) or (980) 388-3646 (collect), or UBS Securities LLC at (888) 719-4210 (toll-free) or (203) 719-4210 (collect). In addition, holders of Notes may contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.

The Offer to Purchase will be distributed to holders of Notes promptly.  Holders who would like copies of the Offer to Purchase may call the information and tender agent, Global Bondholder Services Corporation at (212) 430-3774 or (866) 470-4200 (toll free) or by e-mail at contact@gbsc-usa.com.

This press release is for informational purposes only and is not a recommendation, an offer to purchase, or a solicitation of an offer to sell with respect to any securities.  The Tender Offer is being made solely pursuant to the Offer to Purchase that is being distributed to the holders of Notes.  The Tender Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Notes in any jurisdiction in which the making of the Tender Offer or the acceptance thereof would not comply with the laws of that jurisdiction.  Further, this press release is not an offer to sell or the solicitation of an offer to buy any securities.

Forward-Looking Statements

This release and the Offer to Purchase contains statements which may constitute “forward-looking statements”.  These forward-looking statements are not based on historical facts, but instead represent only our belief regarding future events, many of which, by their nature, are inherently uncertain and outside our control.  Words such as “anticipate,” “believe,” “estimate,” “approximate,” “expect,” “may,” “intend,” “plan,” “predict,” “target,” “forecast,” “guideline,” “should,” “project” and similar words and expressions are intended to identify forward-looking statements.  It is possible that our actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements.  Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update publicly or revise any forward-looking statements after the date on which they are made in light of new information, future events and other factors.

About the Company

Bancolombia S.A. is a full-service financial institution that offers a wide range of banking products and services to a diversified individual and corporate customer base of nearly 11 million customers.

 

 

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SOURCE Bancolombia S.A.

Straight KKM 2 Limited Enters into Agreements to Acquire Common Shares of Feronia Inc.

Straight KKM 2 Limited Enters into Agreements to Acquire Common Shares of Feronia Inc.

Canada NewsWire

TORONTO, Sept. 25, 2017 /CNW/ – Straight KKM 2 Limited (“KKM“), a newly formed entity incorporated in Mauritius primarily owned by a number of funds for which Kuramo Africa Opportunity Offshore Fund II GP Ltd. acts as general partner and Kuramo Capital Management, LLC acts as fund manager, announces that it has entered into a subscription agreement with Feronia Inc. (“Feronia“) to acquire 121,819,444 common shares (“Common Shares“) of Feronia, representing approximately 25.18% of the issued and outstanding common shares of Feronia (assuming completion of the Private Placement) (the “Private Placement“).

In addition, following the signing of the subscription agreement, KKM entered into a sale and purchase agreement with CDC Group plc (“CDC“) to acquire from CDC 61,337,833 Common Shares (the “KKM Acquisition“), representing approximately 12.68% of the issued and outstanding Common Shares (assuming completion of the Private Placement).

KKM currently holds no securities of Feronia. Assuming completion of the Private Placement and the KKM Acquisition, KKM will have ownership of and control over 183,157,277 Common Shares, representing approximately 37.86% of the issued and outstanding Common Shares.

As of the date hereof, prior to the closing of the Private Placement and the KKM Acquisition, CDC holds 244,495,111 Common Shares, representing approximately 67.56% of the issued and outstanding Common Shares. Following the closing of the Private Placement and the KKM Acquisition, CDC will own 183,157,278 Common Shares, representing approximately 37.86% of the issued and outstanding Common Shares. 

The acquisition of the Common Shares pursuant to the Private Placement will be at a price of CAD $0.18 per Common Share, for an aggregate subscription price of CAD $21,927,500. The acquisition of the Common Shares pursuant to the KKM Acquisition will be at a price of CAD $0.23 per Common Share, for an aggregate acquisition price of CAD $14,107,702.

Closing of the Private Placement and KKM Acquisition are subject to certain conditions, including clearing personal information forms with the TSX Venture Exchange (the “TSX-V“) for principals of KKM and the approval by the TSX-V of the Private Placement. As KKM will become a control person of Feronia on closing of the Private Placement, Feronia has obtained the written approval of its two largest shareholders for the Private Placement, as required by the rules of the TSX-V.

KKM intends to acquire the Common Shares pursuant to the transactions described herein for investment purposes. KMM will monitor the business, prospects, financial condition and potential capital requirements of Feronia. Depending on its evaluation of these and other factors, KKM may, from time to time in the future, increase or decrease its ownership, control or direction over the Common Shares or other securities of Feronia through market transactions, private agreements, subscriptions from treasury or otherwise.

CDC’s disposition of the Common Shares was undertaken in the ordinary course of its business as a development finance institution. CDC may increase or decrease its investment in Feronia at any time depending on market conditions and any other relevant factors, subject to compliance with applicable law.

KKM and CDC will file early warning reports pursuant to National Instrument 62-104 Take-over Bids and Issuer Bids on SEDAR (www.sedar.com) under Feronia’s SEDAR profile. Feronia’s registered address is: Suite 1800, 181 Bay Street, Toronto, Ontario M5J 2T9.

SOURCE CDC Group plc

View original content: http://www.newswire.ca/en/releases/archive/September2017/25/c5509.html

Federal Realty Investment Trust Announces Pricing of $150 Million 5.000% Cumulative Redeemable Preferred Share Offering

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Federal Realty Investment Trust Announces Pricing of $150 Million 5.000% Cumulative Redeemable Preferred Share Offering

PR Newswire

ROCKVILLE, Md., Sept. 25, 2017 /PRNewswire/ — Federal Realty Investment Trust (NYSE: FRT) today announced that it has priced an underwritten public offering of 6,000,000 depositary shares, each representing a 1/1000 fractional interest in a share of the Trust’s 5.000% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest for a gross public offering price of $150 million. As part of the offering, the Trust granted the underwriters a 30-day option to purchase an additional 400,000 depositary shares. The depositary shares, priced at $25.00 per depositary share, entitle holders of each depositary share to a 5.000% cumulative dividend, or $1.250 per annum, are not convertible into common stock and are redeemable at par at the option of the company on and after September 29, 2022. The offering is expected to close on September 29, 2017, subject to customary closing conditions. The Trust intends to apply to list the depositary shares on the New York Stock Exchange under the symbol “FRTPRC”.  If its application is approved, the Trust expects trading of the depositary shares on the New York Stock Exchange to commence within the 30-day period after the initial delivery of the depositary shares.

Federal Realty Investment Trust is an equity real estate investment trust specializing in the ownership, management, development, and redevelopment of high quality retail assets. Federal Realty's portfolio is located primarily in strategic metropolitan markets in the Northeast, Mid-Atlantic, and California. Federal Realty has paid quarterly dividends to its shareholders continuously since its founding in 1962, and has the longest consecutive record of annual dividend increases in the REIT industry. (PRNewsFoto/Federal Realty Investment Trust)

The Trust intends to use the net proceeds from this offering to reduce amounts outstanding under its revolving credit facility and for general corporate purposes.

Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC served as joint book-running managers for the offering. Raymond James & Associates, Inc., Citigroup Global Markets Inc., Jefferies LLC and J.P. Morgan Securities LLC served as joint lead-managers for the offering.

The offering was made pursuant to an effective shelf registration statement, prospectus and related prospectus supplement. Copies of the prospectus supplement and the base prospectus, when available, may be obtained by contacting (i) Merrill Lynch, Pierce, Fenner & Smith Incorporated, NCI-004-03-43, 200 North College Street, 3rd Floor, Charlotte, North Carolina 28255-0001, Attention: Prospectus Department or by email at dg.prospectus_requests@baml.com; (ii) UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Prospectus Department or by telephone 1-888-827-7275; or (iii) Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, Minnesota 55402, Attention: WFS Customer Service, or by calling 1-800-645-3751 or by email at wfscustomerservice@wellsfargo.com. Investors may also obtain these documents for free by visiting EDGAR on the Securities and Exchange Commission’s website at www.sec.gov.

About Federal Realty

Federal Realty is a recognized leader in the ownership, operation and redevelopment of high-quality retail based properties located primarily in major coastal markets from Washington, D.C. to Boston as well as San Francisco and Los Angeles. Founded in 1962, our mission is to deliver long term, sustainable growth through investing in densely populated, affluent communities where retail demand exceeds supply. Our expertise includes creating urban, mixed-use neighborhoods like Santana Row in San Jose, California, Pike & Rose in North Bethesda, Maryland and Assembly Row in Somerville, Massachusetts. These unique and vibrant environments that combine shopping, dining, living and working provide a destination experience valued by their respective communities. Federal Realty’s 104 properties include over 2,800 tenants, in approximately 24 million square feet, and over 1,800 residential units. 

Federal Realty has paid quarterly dividends to its shareholders continuously since its founding in 1962, and has increased its dividend rate for 50 consecutive years, the longest record in the REIT industry. Federal Realty shares are traded on the NYSE under the symbol FRT.

Safe Harbor Language

Certain matters discussed within this press release may be deemed to be forward-looking statements within the meaning of the federal securities laws. Although Federal Realty believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. These factors include, but are not limited to, the risk factors described in our Annual Report on Form 10-K filed on February 13, 2017, and include the following:

  • risks that our tenants will not pay rent, may vacate early or may file for bankruptcy or that we may be unable to renew leases or re-let space at favorable rents as leases expire;
  • risks that we may not be able to proceed with or obtain necessary approvals for any redevelopment or renovation project, and that completion of anticipated or ongoing property redevelopments or renovation projects that we do pursue may cost more, take more time to complete, or fail to perform as expected;
  • risks that we are investing a significant amount in ground-up development projects that may be dependent on third parties to deliver critical aspects of certain projects, requires spending a substantial amount upfront in infrastructure, and assumes receipt of public funding which has been committed but not entirely funded;
  • risks normally associated with the real estate industry, including risks that: occupancy levels at our properties and the amount of rent that we receive from our properties may be lower than expected, that new acquisitions may fail to perform as expected, that competition for acquisitions could result in increased prices for acquisitions, that costs associated with the periodic maintenance and repair or renovation of space, insurance and other operations may increase, that environmental issues may develop at our properties and result in unanticipated costs, and, because real estate is illiquid, that we may not be able to sell properties when appropriate;
  • risks that our growth will be limited if we cannot obtain additional capital;
  • risks associated with general economic conditions, including local economic conditions in our geographic markets;
  • risks of financing, such as our ability to consummate additional financings or obtain replacement financing on terms which are acceptable to us, our ability to meet existing financial covenants and the limitations imposed on our operations by those covenants, and the possibility of increases in interest rates that would result in increased interest expense; and
  • risks related to our status as a real estate investment trust, commonly referred to as a REIT, for federal income tax purposes, such as the existence of complex tax regulations relating to our status as a REIT, the effect of future changes in REIT requirements as a result of new legislation, and the adverse consequences of the failure to qualify as a REIT.

Given these uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements that we make, including those in this press release. Except as may be required by law, we make no promise to update any of the forward-looking statements as a result of new information, future events or otherwise. You should carefully review the risks and risk factors included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 13, 2017.


Investor Inquires:
  


Media Inquiries:

Leah Andress   

Andrea Simpson

Investor Relations Associate

Vice President, Marketing

301.998.8265        

617.684.1511


landress@federalrealty.com


asimpson@federalrealty.com

 

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SOURCE Federal Realty Investment Trust