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:

              Title of Security 
         
              CUSIP / ISIN Nos. 
       
              Expiration   Principal Amount Tendered on or prior to the   Principal Amount Tendered after the Early
                                                                                              Early Tender Date(2) and Accepted for Purchase       Tender Date and on or prior to the
                                                                                                                                               Expiration Date and Accepted for Purchase
                                                                     Consideration(1)

    ---

         
      7.00% Senior         
         CUSIP: 29245Y AB5 (144A) /    
            Ps.975         
            Ps.174,920,000,000                     
            Ps.1,186,000,000

        
      Notes due 2023           
          P3711Z AB5 (REG S)



                                
         ISIN: US29245YAB56 (144A) /

                                   
          USP3711ZAB50 (REG S)




     _____________________________



     
                
                  (1) The amount to be paid for each Ps.1,000 principal amount of Notes
                                        validly tendered and accepted for purchase, excluding Accrued
                                        Interest.



     
                
                  (2) Early tender results as of 5:00 p.m., New York City time, on November
                                        15, 2019 (the "Early Tender Date").

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 Tender and Information
                           Agent for the Offer is:




                            D.F. King & Co., Inc.




                           E-mail: etb@dfking.com




                         Website: www.dfking.com/etb




                   In
                  London                                       In New York

             65                                     48 Wall Street, 22nd
           Gresham                                          Floor
            Street

            London
             EC2V
             7NQ                                  New York, New York 10005

            United
           Kingdom                                United States of America

            Tel:
             +44
              20
             7920
             9700                                  Attention: Andrew Beck



                                                  Banks and Brokers call:
                                                      +1 (212) 269-5550

                                                    All others call (toll
                                                    free): (800) 967-7510




     Any questions or requests for
         assistance or additional
         copies of this Offer to
       Purchase may be directed to
        the Tender and Information
      Agent at its telephone number
       or address set forth above.
      Any questions related to the
        terms of the Offer may be
          directed to the Dealer
                 Manager.


        You may also contact your
        broker, dealer, commercial
         bank or trust company or
      other nominee for assistance
          concerning the Offer.




                         The Dealer Manager for the
                                  Offer is:




                        ITAU BBA USA Securities, Inc.


                    540 Madison Avenue, 24th
                              Floor


                      New York, NY, 10022


                  Attention: Chief Compliance
                             Officer


                   Toll free: (888) 770-4828


                    Collect: (212) 710-6749

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.

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