Filed Pursuant to Rule 424(b)(5)
Registration No. 333-220694
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 19, 2017)
U.S. $1,539,952,000
Republic of Colombia
3.125% Global Bonds due 2031
The bonds will mature on April 15, 2031. The Republic of Colombia (“Colombia” or the “Republic”) will pay interest on the bonds each April 15 and October 15, commencing on April 15, 2021. The bonds will be issued in denominations of U.S. $200,000 and integral multiples of U.S. $1,000 in excess thereof.
The bonds will be direct, general, unconditional, unsecured and unsubordinated external indebtedness of Colombia and will be backed by the full faith and credit of Colombia. The bonds will rank without any preference among themselves and equally with all other unsecured and unsubordinated external indebtedness of Colombia. It is understood that this provision shall not be construed so as to require Colombia to make payments under the bonds ratably with payments being made under any other external indebtedness.
The bonds offered on the date of this prospectus supplement will be a further issuance of, and will form a single series with, the outstanding U.S.$ 1,000,000,000 aggregate principal amount of Colombia’s 3.125% Global Bonds due 2031 that were previously issued on June 4, 2020 and will be fully fungible with the outstanding bonds. The total aggregate amount of the previously issued bonds and the bonds now being issued will be U.S.$2,539,952,000.
Colombia may, at its option, redeem the bonds, in whole or in part, before maturity, on not less than 10 nor more than 60 days’ notice on the terms described under “Description of the Bonds—Optional Redemption” in this prospectus supplement. The bonds will not be entitled to the benefit of any sinking fund.
The bonds will be issued under an indenture and, with the outstanding U.S.$1,000,000,000 aggregate principal amount of Colombia’s 3.125% Global Bonds due 2031 that were previously issued on June 4, 2020, constitute a separate series of debt securities under the indenture. The indenture contains provisions regarding future modifications to the terms of the bonds that differ from those applicable to Colombia’s outstanding public external indebtedness issued prior to January 28, 2015. Under these provisions, which are described beginning on page 7 of the accompanying prospectus, Colombia may amend the payment provisions of any series of debt securities (including the bonds) and other reserve matters listed in the indenture with the consent of the holders of: (1) with respect to a single series of debt securities, more than 75% of the aggregate principal amount of the outstanding debt securities of such series; (2) with respect to two or more series of debt securities, if certain “uniformly applicable” requirements are met, more than 75% of the aggregate principal amount of the outstanding debt securities of all series affected by the proposed modification, taken in the aggregate; or (3) with respect to two or more series of debt securities, more than 66 2/3% of the aggregate principal amount of the outstanding bonds of all series affected by the proposed modification, taken in the aggregate, and more than 50% of the aggregate principal amount of the outstanding debt securities of each series affected by the proposed modification, taken individually.
Application will be made to list the bonds on the official list of the Luxembourg Stock Exchange and to trade them on the Euro MTF Market of the Luxembourg Stock Exchange.
See “Risk Factors” beginning on page S-8 to read about certain risks you should consider before investing in the bonds.
Section 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) Notification
The bonds are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018).
Neither the Securities and Exchange Commission, referred to as the SEC, nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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| | Per bond | | | Total | |
Public offering price(1) | | | 102.812 | % | | $ | 1,583,255,450.24 | |
Underwriting discount | | | 0.200 | % | | $ | 3,079,904.00 | |
Proceeds, before expenses, to Colombia | | | 102.612 | % | | $ | 1,580,175,546.24 | |
(1) | Purchasers will also be required to pay accrued interest totaling U.S.$12,966,609.72 or U.S.$8.42 per U.S.$ 1,000 principal amount of the bonds, from October 15, 2020, to but not including January 22, 2021, the date Colombia expects to deliver the bonds offered by this prospectus supplement, and additional interest to the date of delivery, if later. |
Delivery of the bonds is expected to be made to investors through the book-entry delivery system of The Depository Trust Company for the account of its participants, including Clearstream and Euroclear, on or about January 22, 2021.
Joint Book-Running Managers
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Credit Suisse | | Deutsche Bank Securities | | J.P. Morgan |
The date of this prospectus supplement is January 12, 2021.