Obligation Bancolombia S.A. 6.125% ( US05968LAB80 ) en USD

Bancolombia S.A.

100 % ▲

Colombie

US05968LAB80 ( en USD )

6.125% par an ( paiement semestriel )

25/07/2020 - Obligation échue

Prospectus brochure de l'obligation Bancolombia S.A US05968LAB80 en USD 6.125%, échue

2 000 USD

177 677 000 USD

05968LAB8

N/A

Bancolombia S.A. est une société financière multinationale colombienne offrant une large gamme de services bancaires et financiers aux particuliers, aux entreprises et aux institutions gouvernementales, avec une présence significative en Colombie et une expansion internationale.

L'obligation Bancolombia S.A. (ISIN : US05968LAB80, CUSIP : 05968LAB8), émise en Colombie pour un montant total de 177 677 000 USD avec un taux d'intérêt de 6,125%, échéant le 25/07/2020 et assujettie à des paiements semestriels, d'une taille minimale de transaction de 2 000 USD, a atteint sa maturité et a été intégralement remboursée à 100% de sa valeur nominale.

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Table of Contents

Calculation of Registration Fee

Maximum

Amount of

Aggregate
Registration
Title of Each Class of Securities Offered
Offering Price
Fee(1)

6.125% Subordinated Notes due 2020
$ 620,000,000 $ 44,206

(1) Calculated in accordance with Rule 457 (r) under the Securities Act of 1933.

Filed pursuant to Rule 424(b)(5)
Registration No. 333-168077

PROSPECTUS SUPPLEMENT
(To the Prospectus dated July 13, 2010)
US$620,000,000

Bancolombia S.A.

6.125% Subordinated Notes due 2020

We are offering US$620,000,000 of our 6.125% subordinated notes due 2020. The notes will
mature on July 26, 2020. Interest is fixed at an annual rate of 6.125% and is payable semi-annually on
January 26 and July 26 of each year, beginning January 26, 2011. The notes will not be subject to any
redemption prior to the maturity date.

The notes will be our unsecured subordinated obligations and will rank junior to all of our existing
and future senior obligations and will rank senior only to our capital stock and any other instrument that
may qualify as Tier One Capital for purposes of Colombian banking laws, if any, and which is expressly
or effectively subordinated to the notes. The notes will not be guaranteed by our subsidiaries and will not
be entitled to any sinking fund.

We have applied to list the notes on the New York Stock Exchange (the "NYSE"). Currently,
there is no public market for the notes.

Investment in the notes involves risks. See "Risk factors" beginning on
page S-10 of this prospectus supplement to read about certain risk factors you
should consider before investing in the notes.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement
and accompanying prospectus. Any representation to the contrary is a criminal offense.

THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT IS
CONSIDERED ESSENTIAL IN ORDER TO ALLOW AN ADEQUATE EVALUATION OF THE
INVESTMENT BY POTENTIAL INVESTORS. THE NOTES HAVE BEEN AUTOMATICALLY
REGISTERED IN THE REGISTRO NACIONAL DE VALORES Y EMISORES (THE COLOMBIAN
NATIONAL REGISTRY OF SECURITIES AND ISSUERS). SUCH REGISTRATION DOES NOT
CONSTITUTE AN OPINION OF THE SUPERINTENDENCIA FINANCIERA DE COLOMBIA (THE
COLOMBIAN SUPERINTENDENCY OF FINANCE) WITH RESPECT TO APPROVAL OF THE
QUALITY OF THE NOTES OR OUR SOLVENCY. THE NOTES MAY NOT BE PUBLICLY
OFFERED OR SOLD IN THE REPUBLIC OF COLOMBIA.

Per note

Total
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Public offering price (1)
98.418%
US$ 610,191,600
Underwriting discount
0.500%
US$ 3,100,000
Proceeds, before expenses, to us

97.918%

US$ 607,091,600

(1) Plus accrued interest, from July 26, 2010, if settlement occurs after that date.

We expect that delivery of the notes will be made to purchasers in book-entry form through The
Depository Trust Company ("DTC") for the benefit of its participants, including Euroclear Bank
S.A./N.V. and Clearstream Banking, société anonyme, on or about July 26, 2010.

Joint Book-Running Managers
BofA Merrill Lynch
J.P. Morgan

The date of this prospectus supplement is July 19, 2010.
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TABLE OF CONTENTS
Prospectus Supplement

About This Prospectus Supplement
ii
Available Information
iii
Incorporation of Certain Information by Reference
iii
Exchange Rates
iv
Forward-Looking Statements
v
Enforcement of Civil Liabilities Against Foreign Persons
vi
Summary
S-1
Risk Factors
S-10
Use of Proceeds
S-21
Capitalization
S-22
Selected Financial Data
S-23
Colombian Banking Regulations
S-26
Description of the Notes
S-36
Tax Considerations
S-48
United States Taxation
S-48
Underwriting
S-53
Validity of the Notes
S-57
Experts
S-57
Prospectus

About this Prospectus
1
Available Information
1
Incorporation of Certain Information by Reference
2
Forward-Looking Statements
3
Bancolombia
4
Use of Proceeds
5
Ratio of Earnings to Fixed Charges and Preferred Share Dividends
6
Capitalization
7
Selected Financial Data
8
Selected Statistical Information
10
The Securities
14
Legal Ownership
14
Description of Debt Securities
17
Description of the Preferred Shares
18
Description of the American Depositary Receipts
22
Description of the Rights to Subscribe Preferred Shares
31
Plan of Distribution
31
Validity of the Securities
33
Experts
33
Enforcement of Civil Liabilities Against Foreign Persons
33
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About This Prospectus Supplement
This document is divided in two parts. The first part is this prospectus supplement, which describes the specific terms of this
offering. The second part is the accompanying prospectus, which describes more general information, some of which may not
apply to this offering.
You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the
accompanying prospectus and in any free writing prospectus filed with the U.S. Securities and Exchange Commission (the
"SEC"). This prospectus supplement contains the terms of this offering. This prospectus supplement, or the information
incorporated by reference in the accompanying prospectus, may add, update or change information in the accompanying
prospectus. If information in this prospectus supplement, or the information incorporated by reference in the accompanying
prospectus, is inconsistent with the accompanying prospectus, this prospectus supplement, or the information incorporated by
reference in the accompanying prospectus, will apply and will supersede that information in the accompanying prospectus.
In this prospectus supplement and the accompanying prospectus, unless the context otherwise requires, references to
"Bancolombia," the "Bank," "we," "us" or "our" mean Bancolombia S.A. and its consolidated subsidiaries taken as a whole.
In addition, all references in this prospectus supplement and the accompanying prospectus to "pesos," and "COP" are to the
currency of Colombia and references to "U.S. dollars" and "US$" are to the currency of the United States of America. Also,
as used herein, the term "billion" means one thousand million, or 1,000,000,000.
No dealer, salesperson or other individual has been authorized to give any information or to make any representations other
than those contained or incorporated by reference in this prospectus supplement or the accompanying prospectus and, if given
or made, such information or representations must not be relied upon as having been authorized by Bancolombia, the
underwriters or any other person. Neither the delivery of this prospectus supplement and the accompanying prospectus nor
any sale made hereunder or thereunder shall under any circumstances create an implication that there has been no change in
the affairs of Bancolombia since the date hereof or thereof or that the information contained herein or therein is correct as of
any time subsequent to its date. Our business, financial condition, results of operation and/or prospects may have changed
since those dates.
Bancolombia accepts responsibility for the information contained in this prospectus supplement and the accompanying
prospectus.
The distribution of this prospectus supplement and the accompanying prospectus and the offer or sale of the notes in some
jurisdictions may be restricted by law. Persons into whose possession this prospectus supplement and the accompanying
prospectus come are required by us and the underwriters to inform themselves about and to observe any applicable
restrictions. This prospectus supplement and the accompanying prospectus do not constitute an offer or solicitation by anyone
in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.
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Available Information
This prospectus supplement and the accompanying prospectus are part of a registration statement on Form F-3 filed by us
with the SEC under the U.S. Securities Act of 1933, as amended (the "Securities Act"). We are also subject to the
information requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), applicable to a
foreign private issuer and, accordingly, file or furnish reports, including annual reports on Form 20-F, reports on Form 6-K,
and other information with the SEC. You may read and copy any documents filed by us at the SEC's public reference room
at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. Our filings with the SEC are also available to the public through the SEC's Internet site at
http://www.sec.gov and through the NYSE located at 20 Broad Street, New York, New York 10005.
Incorporation of Certain Information by Reference
The SEC's rules allow us to "incorporate by reference" information into this prospectus supplement. This means that we can
disclose important information to you by referring you to another document that has also been filed with the SEC. Any
information referred to in this way is considered part of this prospectus supplement from the date we file the document
incorporated by reference with the SEC. Any reports filed by us with the SEC after the date of this prospectus supplement
and before the date that the offering of the securities by means of this prospectus supplement is completed or terminated will
be incorporated by reference into this prospectus supplement and will automatically update and, where applicable, supersede
any information contained in this prospectus supplement or incorporated by reference in this prospectus supplement (other
than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules).
We incorporate by reference into this prospectus supplement the following documents or information filed by us with the
SEC:
(1) our Annual Report on Form 20-F for the fiscal year ended December 31, 2009, filed on June 11, 2010 (the "Annual
Report"); and
(2) our reports on Form 6-K, dated and filed on May 10, 2010 and May 27, 2010.
The preceding list supersedes and replaces the documents listed in the accompanying prospectus under the heading
"Incorporation of certain information by reference."
We will provide without charge to each person, including any beneficial owner, to whom this prospectus supplement is
delivered, upon his or her written or oral request, a copy of any or all documents referred to above which have been or may
be incorporated by reference into this prospectus supplement.
You may request a copy of these filings by writing or telephoning us at our principal executive offices at the following
address:
Bancolombia S.A.
Carrera 48 # 26-85, Avenida Los Industriales
Medellín, Colombia
Attention: General Secretary
Telephone Number: (574) 404-1837
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Exchange Rates
This prospectus supplement converts certain peso amounts into U.S. dollars at specified rates solely for the convenience of
the reader. The Federal Reserve Bank of New York does not report a rate for pesos. Unless otherwise indicated, such peso
amounts have been converted at the rate of COP 2,044.23 per US$1.00, which corresponds to the tasa representativa del
mercado ("representative market rate") calculated on December 31, 2009, the last business day of the year. The
representative market rate is computed and certified by the Superintendencia Financiera de Colombia, the Colombian
Superintendency of Finance (the "SFC"), on a daily basis and represents the weighted average of the buy/sell foreign
exchange rates negotiated on the previous day by certain financial institutions authorized to engage in foreign exchange
transactions (including us). The SFC also calculates and certifies the average representative market rate for each month for
purposes of preparing financial statements, and converting amounts in foreign currency to pesos. You should not construe
these convenience conversions as a representation that the peso amounts correspond to, or have been or could be converted
into, U.S. dollars at that rate or any other rate.
On June 30, 2010, the representative market rate was COP 1,916.46 per US$1.00. On July 19, 2010, the representative
market rate was COP 1,878.77 per US$1.00.
The following table sets forth the high and low peso per U.S. dollar exchange rates and the peso/U.S. dollar representative
market rate on the last day of the month, for each of the last six months:
Recent exchange rates of U.S. Dollars per Peso

Month
Low

High
Period End

June 2010
1,886.05
1,971.55
1,913.15
May 2010
1,950.44
2,029.54
1,971.55
April 2010
1,911.07
1,973.05
1,950.44
March 2010
1,888.05
1,934.21
1,921.88
February 2010
1,914.87
2,003.76
1,932.32
January 2010
1,957.82
2,044.23
1,982.29

Source: SFC.
The following table sets forth the peso/U.S. dollar representative market rate on the last day of the year and the average peso/
U.S. dollar representative market rate (calculated by using the average of the representative market rates on the last day of
each month during the period) for each of the five most recent financial years.
Peso/U.S.$1.00 Representative Market Rate

Period
Period End
Average
2009
2,044.23
2,179.64
2008
2,243.59
1,993.80
2007
2,014.76
2,069.21
2006
2,238.79
2,359.13
2005
2,284.22
2,320.77

Source: SFC.
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Forward-Looking Statements
This prospectus supplement and the accompanying prospectus (including the documents incorporated by reference) contain
statements which may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. 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.
Information regarding important factors that could cause our actual results to differ, perhaps materially, from those in our
forward-looking statements appear in a number of places in this prospectus supplement and the documents incorporated in
this prospectus supplement by reference and include, but are not limited to:
·
changes in general economic, business, political, social, fiscal or other conditions in Colombia, or in any of the other
countries where we operate;

·
changes in capital markets or in markets in general that may affect policies or attitudes towards lending;

·
unanticipated increases in our financing and other costs, or our inability to obtain additional debt or equity financing
on attractive terms;

·
inflation, changes in foreign exchange rates and/or interest rates;

·
sovereign risks;

·
liquidity risks;

·
increases in defaults by our borrowers and other loan delinquencies;

·
lack of acceptance of new products or services by our targeted customers;

·
competition in the banking, financial services, credit card services, insurance, asset management, remittances,
business and other industries in which we operate;

·
adverse determination of legal or regulatory disputes or proceedings;

·
changes in official regulations and the governmental banking policy as well as other changes in laws, regulations or
policies in the jurisdictions in which we do business;

·
regulatory issues relating to acquisitions;

·
changes in business strategy; and

·
other factors identified or discussed under "Risk factors" in this prospectus supplement and elsewhere in the Annual
Report, which is incorporated in this prospectus supplement by reference.
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.
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Enforcement of Civil Liabilities Against Foreign Persons
We are a Colombian company, a majority of our directors and management and certain of the experts named in this
prospectus are residents of Colombia, and a substantial portion of their respective assets are located in Colombia.
We have been advised by Gómez-Pinzón Zuleta Abogados S.A., that Colombian courts determine whether to enforce a U.S.
judgment predicated on the U.S. securities laws through a procedural system known under Colombian law as exequatur.
Colombian courts will enforce a foreign judgment, without reconsideration of the merits, only if the judgment satisfies the
requirements of Articles 693 and 694 of Colombia's Código de Procedimiento Civil (Code of Civil Procedure), which
provide that the foreign judgment will be enforced if:
·
a treaty exists between Colombia and the country where the judgment was granted or there is reciprocity in the
recognition of foreign judgments between the courts of the relevant jurisdiction and the courts of Colombia;

·
the foreign judgment does not relate to "in rem rights" vested in assets that were located in Colombia at the time the
suit was filed and does not contravene or conflict with Colombian laws relating to public order other than those
governing judicial procedures;

·
the foreign judgment, in accordance with the laws of the country where it was rendered, is final and is not subject to
appeal and a duly certified and authenticated copy of the judgment has been presented to a competent court in
Colombia;

·
the foreign judgment does not refer to any matter upon which Colombian courts have exclusive jurisdiction;

·
no proceeding is pending in Colombia with respect to the same cause of action, and no final judgment has been
awarded in any proceeding in Colombia on the same subject matter and between the same parties; and

·
in the proceeding commenced in the foreign court that issued the judgment, the defendant was served in accordance
with the law of such jurisdiction and in a manner reasonably designated to give the defendant an opportunity to
defend against the action.
The United States and Colombia do not have a bilateral treaty providing for automatic reciprocal recognition and
enforcement of judgments in civil and commercial matters. The Colombian Supreme Court has generally accepted that
reciprocity exists when it has been proven that either a U.S. court has enforced a Colombian judgment or that a U.S. court
would enforce a foreign judgment, including a judgment issued by a Colombian court. However, such enforceability
decisions are considered by Colombian courts on a case-by-case basis.
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Summary
This summary highlights selected information from, or incorporated by reference in, this prospectus supplement or the
accompanying prospectus, but does not contain all the information that may be important to you. You should read
carefully this entire prospectus supplement, the accompanying prospectus and those documents incorporated by reference
into this document, including the "Risk factors" and the financial statements and the related notes thereto, before making
an investment decision.
Company Overview
We are Colombia's leading financial institution, providing a wide range of financial products and services to a diversified
individual and corporate customer base throughout Colombia as well as in other jurisdictions such as Panama, El Salvador,
Puerto Rico, the Cayman Islands, Peru, Brazil, the United States and Spain.
We have grown substantially over the years, through organic growth as well as through acquisitions. As of March 31,
2010, we had, on a consolidated basis:

·
COP 60,771 billion in total assets;

·
COP 39,494 billion in total net loans and financial leases;

·
COP 40,113 billion in total deposits; and

·
COP 6,802 billion in stockholders' equity.
Our consolidated net income for the year ended December 31, 2009 and for the three months ended March 31, 2010 was
COP 1,257 billion and COP 341 billion, respectively, representing an average return on equity of 19.6% and 19.4%,
respectively, and an average return on assets of 2.0% and 2.2 %, respectively.
We were incorporated in Colombia in 1945, under the name Banco Industrial Colombiano S.A. or "BIC". In 1998, we
merged with Banco de Colombia S.A., and changed our legal name to Bancolombia S.A. On July 30, 2005, Conavi and
Corfinsura merged with and into Bancolombia, with Bancolombia as the surviving entity. Through this merger,
Bancolombia gained important competitive advantages, as Conavi and Corfinsura were two of the top financial institutions
in the Colombian market at the time. Conavi, the leader in mortgage banking in Colombia and one of the strongest in retail
operations, significantly increased the Bank's participation and know-how in these specific markets. On the other hand,
Corfinsura, then the largest financial corporation in Colombia and highly regarded for its expertise in handling large and
mid-sized corporate credit loans and financial services, its investment bank and its modern and diversified treasury
department, materially strengthened our multi-banking franchise.
In May 2007, Bancolombia Panamá acquired Banagrícola which controls several subsidiaries, including Banco Agrícola in
El Salvador and is dedicated to banking, commercial and consumer activities, insurance, pension funds and brokerage.
Through this first international acquisition, we gained a leadership position in the Salvadorian financial market. We are a
sociedad anónima, domiciled in Medellín, Colombia and operate under Colombian laws and regulations, mainly the
Colombian Code of Commerce and Decree 663 of 1993.
Since 1995, we have maintained a listing on the NYSE, where our ADSs are traded under the symbol "CIB", and on the
Colombian Stock Exchange, where our preferred shares are traded under the symbol "PFBCOLOM". Since 1981 our
common shares have been traded on Colombian exchanges under the symbol "BCOLOMBIA".
Strategy
Our goal is to maintain our position as a leading provider of financial services in Colombia while increasing our
profitability. The key elements of our strategy are:
Maintaining our Leading Position in the Colombian Financial Services Market
We intend to continue to capitalize on our strong brand name recognition and leading market position in Colombia to grow
our business. We believe that the Colombian financial services market offers new and attractive growth
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