Grupo de Inversiones Suramericana S.A. announces commencement of a consent solicitation for its 5.500% Senior Unsecured Notes due 2026

BY PR Newswire | CORPORATE | 03/05/24 10:17 AM EST

MEDELL?N, Colombia, March 5, 2024 /PRNewswire/ -- Grupo de Inversiones Suramericana S.A. ("Grupo SURA") announced today that it is soliciting consents (the "Consent Solicitation") from the holders of its 5.500% Senior Unsecured Notes due 2026 (the "Notes"), of which U.S.$530,000,000 principal amount remains outstanding, for the adoption of the following proposed amendments (the "Proposed Amendments") to the indenture, dated as of April 29, 2016, as between?Grupo SURA (as successor to Gruposura Finance), as issuer, and The Bank of New York Mellon, as trustee, registrar, paying agent, and transfer agent (the "Indenture Trustee"), as supplemented and restated,?(the?"Indenture") governing?the?Notes, as set forth in the Consent Solicitation Statement dated March 5, 2026 (as may be amended or supplemented from time to time, the "Consent Solicitation Statement"):

(1)

amend Section 1.1 ("Definitions") of the Indenture to harmonize the definitions of the "Change of Control"? and "Permitted Holder" between Grupo SURA's Indenture and Grupo SURA's financing documents prepared in connection with new loan arrangements (the "Financing Documents") and reflect the new corporate and shareholders structure of Grupo SURA.



(2)

delete the definition of "Continuing Directors," which is no longer used in the Indenture.

The purpose of the Proposed Amendments is intended to harmonize the amended definitions in the Indenture and the Financing Documents so the events that would trigger a change of control are consistent in both agreements, allowing Grupo SURA to efficiently track and monitor potential change of control events using a single definition. Furthermore, the amendment to the definition of Permitted Holders reflects the new corporate and shareholders structure of Grupo SURA. The Proposed Amendments aligns the interests among Grupo SURA, its creditors, and the holders of the Notes and provides a uniform standard in monitoring and determining a change of control event.??

The Consent Solicitation is being made pursuant to a Consent Solicitation Statement. The Consent Solicitation was commenced today and will expire at 5:00 p.m., New York City time, on March 19, 2024, unless extended by Grupo SURA (each such date and time, as the same may be extended, is referred to as the "Expiration Time"). Only holders of Notes are entitled to consent to the Proposed Amendments pursuant to the applicable Consent Solicitation. Holders will be permitted to revoke their Consents until the earlier to occur of the Effective Time or the Expiration Time (as defined below).

In order to effect the Proposed Amendments (described in more detail in the Consent Solicitation Statement), Grupo SURA proposes to enter into a second supplemental indenture with respect to the Indenture with the Indenture Trustee (the "Second Supplemental Indenture"). In order to execute the Second Supplemental Indenture as contemplated by the Proposed Amendments, the consents must be obtained from the holders of at least a majority in aggregate principal amount of the then outstanding Notes as of the Record Date (not including any Notes held by the Company or any of its affiliates, cancelled Notes, Notes for whose payment or redemption money has been deposited, Notes that we have effected defeasance or Notes in exchange for or in lieu of which other Notes that have been authenticated and delivered pursuant to the Indenture) (the "Requisite Consents").

The Proposed Amendments constitute a single proposal with respect to the Notes, and consenting holders must consent to the Proposed Amendments as an entirety with respect to the Notes and may not consent selectively with respect to the Proposed Amendments.

With respect to the Consent Solicitation, and subject to the terms and conditions described herein, the consent fee of U.S.$3.75 per $1,000 principal amount of Notes will be paid to the holders as of the Record Date who validly deliver (and do not validly revoke) their consents to the Proposed Amendments prior to the Expiration Time, in cash, within five business days of the Expiration Time (as the same may be extended or earlier terminated by Grupo SURA in its sole discretion), provided that the Requisite Consents with respect to the Notes have been received and the conditions set forth in the Consent Solicitation Statement have been met. The time of execution and delivery of the Second Supplemental Indenture, which may occur prior to the Expiration Time, with respect to the Notes is referred to herein as the "Effective Time". The Proposed Amendments will become operative with respect to Notes only upon the payment by Grupo SURA of the consent fee.

Subject to the terms and conditions described in the Consent Solicitation Statement, and to the extent permitted by applicable law, Grupo SURA reserves the right, in its sole discretion (i) to terminate or amend, waive or modify any of the terms of such Consent Solicitation in any respect, at any time and for any reason, by giving notice to the Solicitation Agent and the Information, Tabulation and Payment Agent; (ii) to extend such Consent Solicitation for any reason from time to time; and (iii) not to extend such Consent Solicitation beyond the original Expiration Time or any date to which such Consent Solicitation has been previously extended.

BofA Securities, Inc. is acting as Solicitation Agent in connection with the Consent Solicitation. The Solicitation Agent will solicit consents and will be compensated on customary terms and reimbursed for reasonable expenses in connection therewith. The Solicitation Agent can be contacted at its telephone numbers set forth on the back-cover page of Consent Solicitation Statement with questions regarding the Consent Solicitation.

Any questions or requests for assistance regarding the Consent Solicitation or for additional copies of the Consent Solicitation Statement or related documents may be directed to Global Bondholder Services Corporation, which will act as Information and Tabulation Agent, at its telephone number Toll free (855)-654-2015 or email contact@gbsc-usa.com.

The Consent Solicitation Statement has not been filed with or reviewed by any federal or state securities commission or authority of any jurisdiction, nor has any such commission or authority passed upon the accuracy or adequacy of the Consent Solicitation Statement. Any representation to the contrary is unlawful and may be a criminal offense.

About Grupo SURA

Grupo SURA is the parent company of a group of leading companies operating primarily in the financial services sector in Latin America, including mandatory pension funds, voluntary savings and insurance, and the principal shareholder of Bancolombia, which is engaged in universal banking activities in Colombia and Central America. In addition,?Grupo SURA has significant interests in the industrial sector, including, among others, cement, ready mix, energy and infrastructure development and planning. While Grupo SURA has its origins in Colombia, in recent years, Grupo SURA has expanded to other countries and regions, including Chile, Mexico, Peru, Uruguay, Central America, the Caribbean and the United States.

No Offer or Solicitation

The Consent Solicitation is being made solely on the terms and conditions set forth in the Consent Solicitation Statement. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of Grupo SURA or any of its affiliates. The Consent Solicitation is not being made to, nor will Grupo SURA accept deliveries of consents from, holders in any jurisdiction in which the Consent Solicitation or the acceptance thereof would not be in compliance with the securities of blue sky laws of such jurisdiction. This press release also is not a solicitation of consents to the Proposed Amendments to the Indentures. No party is making any recommendation as to whether holders should deliver their consents with respect to the Notes and holders should consult their own attorney, business advisor and tax advisor as to legal, regulatory, business, accounting, tax and related matters related to participating in the Consent Solicitation. Holders should carefully read the Consent Solicitation Statement because it contains important information, including the various terms and conditions of the Consent Solicitation.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that we believe, expect or anticipate will or may occur in the future (including, without limitation, statements regarding the timing and terms of the Consent Solicitation and various matters related to our plans and objectives) are forward-looking statements. These forward-looking statements reflect our current expectations or beliefs based on information currently available to us. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, us. Additional factors are detailed in the Consent Solicitation Statement.

Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable law, we disclaim any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although we believe that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.

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SOURCE Grupo de Inversiones Suramericana S.A.

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