Obligation Bancolombia S.A. 5.125% ( US05968LAH50 ) en USD

Bancolombia S.A.

100 % ▲

Colombie

US05968LAH50 ( en USD )

5.125% par an ( paiement semestriel )

10/09/2022 - Obligation échue

Prospectus brochure de l'obligation Bancolombia S.A US05968LAH50 en USD 5.125%, échue

2 000 USD

694 273 000 USD

05968LAH5

N/A

Ba2 ( Spéculatif )

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 référencée par l'ISIN US05968LAH50 et le CUSIP 05968LAH5, émise par Bancolombia S.A., l'une des principales institutions financières de Colombie et un acteur majeur sur le marché sud-américain des services bancaires et financiers, a récemment atteint sa maturité et a été intégralement remboursée à sa date d'échéance du 10 septembre 2022. Cette émission obligataire, d'une taille totale de 694 273 000 USD, était libellée en dollars américains et offrait un taux d'intérêt annuel de 5,125%, avec une fréquence de paiement semestrielle, impliquant deux versements par an aux détenteurs. Le prix de cette obligation sur le marché à son échéance était de 100% de sa valeur nominale, confirmant son remboursement à par, et la taille minimale d'achat pour les investisseurs était fixée à 2 000 USD. La qualité de crédit de Bancolombia S.A. a été évaluée à Ba2 par l'agence de notation Moody's, une classification qui reflète le profil de risque de l'émetteur et du pays d'émission, la Colombie, au moment de son attribution.

Final Prospectus Supplement
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424B5 1 d405564d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-168077
Calculation of Registration Fee

Maximum
Amount of
Aggregate
Registration
Title of Each Class of Securities Offered

Offering Price

Fee(1)

5.125% Subordinated Notes due 2022

$1,200,000,000
$ 137,520
(1) Calculated in accordance with Rule 457 (r) under the Securities Act of 1933.
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PROSPECTUS SUPPLEMENT
(To the Prospectus dated July 13, 2010)

5.125% Subordinated Notes due 2022

We are offering US$1,200,000,000 of our 5.125% subordinated notes due 2022. The notes will mature on September 11, 2022. Interest is
fixed at an annual rate of 5.125% and is payable semi-annually on March 11 and September 11 of each year, beginning March 11, 2013. 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-12 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

Public offering price(1)

99.421%
US$1,193,052,000
Underwriting discount

0.25%

US$
3,000,000
Proceeds, before expenses, to us

99.171%
US$1,190,052,000

(1) Plus accrued interest, from September 11, 2012, 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 September
11, 2012.

Joint Book-Running Managers

BofA Merrill Lynch

Citigroup

Morgan Stanley
Co-Manager
Valores Bancolombia

The date of this prospectus supplement is September 4, 2012
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TABLE OF CONTENTS
Prospectus Supplement

About This Prospectus Supplement
ii

Available Information
ii

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

Summary Consolidated Financial Data
S-9

Risk Factors
S-12
Use Of Proceeds
S-23
Selected Consolidated Financial Data
S-24
Management's Discussion & Analysis Of Financial Condition And Results Of Operations As Of And For The Six Months Ended
June 30, 2012 and 2011
S-26
Ratio of Earnings to Fixed Charges
S-35
Capitalization
S-36
Colombian Banking Regulations
S-37
Description Of The Notes
S-49
Tax Considerations
S-60
Underwriting
S-65
Expenses
S-70
Validity Of The Notes
S-70
Experts
S-70
Unaudited Condensed Consolidated Interim Financial Statements
F-1

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
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 American Depositary Receipts
23
Description of the Rights to Subscribe Preferred Shares
32
Plan of Distribution
32
Validity of the Securities
34
Experts
34
Enforcement of Civil Liabilities Against Foreign Persons
34

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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. References to "Valores
Bancolombia" mean Valores 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," "Ps" 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 us, the underwriters, Valores Bancolombia 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 the Bank 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.
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, the
underwriters and Valores Bancolombia 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.
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.

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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 our Annual Report on Form 20-F for the fiscal year ended December 31, 2011,
filed on April 17, 2012 (the "Annual Report").
The preceding document 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 1,942.70 per US$1.00, which corresponds to the tasa representativa del mercado ("representative market rate") calculated
on December 31, 2011. 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 the representative market rate or any other rate.
On June 30, 2012 and June 30, 2011, the representative market rate was COP 1,784.60 and 1,772.32 per US$1.00, respectively, as published
on July 1, 2012 and July 1, 2011, respectively. On August 31, 2012, the representative market rate was COP 1,825.21 per US$1.00, as
published on September 1, 2012.
The following table sets forth the low and high 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
August 2012

1,785.29 1,833.14 1,825.21
July 2012

1,771.53 1,799.48 1,790.74
June 2012

1,766.91 1,834.71 1,784.60
May 2012

1,754.89 1,845.17 1,833.80
April 2012

1,761.20 1,793.30 1,764.00
March 2012

1,758.03 1,792.07 1,792.07
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 year) for
each of the five most recent financial years.
Peso/U.S.$1.00 representative market rate

Period

Period End
Average
2011

1,942.70
1,852.83
2010

1,913.98
1,901.67
2009

2,044.23
2,179.64
2008

2,243.59
1,993.80
2007

2,014.76
2,069.21
Source: SFC.

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FORWARD-LOOKING STATEMENTS
This prospectus supplement contains statements which may constitute "forward-looking statements" within the meaning of the safe harbor
provisions of the U.S. 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 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 supplement 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 the Colombian Supreme Court determines whether to enforce a U.S.
judgment predicated on the U.S. securities laws through a procedural system known under Colombian law as exequatur. The Colombian
Supreme Court 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 (the "Code of Civil Procedure"), which provide that the foreign
judgment will only be enforced if:

· a treaty providing for reciprocal recognition of foreign judgments 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" over assets that were located in Colombia at the time the suit was filed;

· the foreign judgment 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 reciprocal recognition and enforcement of judgments in civil and
commercial matters. However, 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. In brief, reciprocity may be granted by treaty (the so-called "diplomatic reciprocity") or by virtue of the laws of the country
where the decision was rendered (the so-called "legislative reciprocity"). Enforceability decisions are considered by the Colombian courts
on a case-by-case basis.
Articles 693 and 694 of the Code of Civil Procedure are currently in force. However, a new Código General del Proceso (the "General
Code of Procedure") was recently approved, which will be fully in force in the coming years. The General Code of Procedure does not
contain substantial changes as to exequatur proceedings of foreign judicial judgments.

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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 and the United States.
We have grown substantially in recent years, through organic growth as well as through acquisitions. Since 2008, our assets, net loans and
financial leases, deposits and stockholders' equity have grown at compound annual growth rates of 12.3%, 11.6%, 9.6% and 13.9%,
respectively. As of June 30, 2012, we had, on a consolidated basis:

· COP 87,215 billion in total assets;

· COP 59,213 billion in total net loans and financial leases;

· COP 54,476 billion in total deposits; and

· COP 10,717 billion in stockholders' equity.
Our consolidated net income for the year ended December 31, 2011 and for the six months ended June 30, 2012 was COP 1,664 billion
and COP 800 billion, respectively, representing an average return on equity of 20.22% and 15.73%, respectively, and an average return
on assets of 2.20% and 1.88%, respectively.
We are a stock company (sociedad anónima) domiciled in Medellín, Colombia, and we operate under Colombian laws and regulations,
principally the Colombian Code of Commerce, Decree 663 of 1993 and Decree 2555 of 2010, as amended. 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, a mortgage bank 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, significantly
strengthened our full service franchise.
In May 2007, Bancolombia Panamá acquired Banagrícola S.A., which controls several subsidiaries, including Banco Agrícola S.A.
("Banco Agrícola") in El Salvador, and is dedicated to banking, commercial and consumer activities, insurance and brokerage. Through
this first international acquisition, we gained a leadership position in the Salvadorian financial market.
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 exchange under the symbol "BCOLOMBIA."

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Strategy
Our goal is to maintain our position as a leading provider of financial services in Colombia and El Salvador while increasing our
profitability. The key elements of our strategy are:
Maintaining our Leading Position in the Colombian and Salvadorian Financial Services Markets
We continue to capitalize on our strong brand name recognition and leading market positions in Colombia and El Salvador in order to
grow our business. We believe that the Colombian financial services market offers new and attractive growth potential. In particular,
banking penetration in Colombia, as measured by loans to gross domestic product, is lower than in many of the countries in the region. We
believe that this low penetration in combination with strong expected growth in the Colombian economy will support growth in the
banking market, particularly in retail and mortgage loans. We intend to maintain our relationships with our corporate clients, while
focusing additional resources on "under-served" segments, which include retail and small businesses by tailoring innovative banking
products targeted at these clients.
With respect to El Salvador, our focus is to achieve strategic growth, enhance customer service and improve efficiency in order to grow
our business and improve performance results. We strive to provide comprehensive solutions for our customers by continuing to develop
and refine our electronic services platform and offering personalized service, especially in credit processes, to our customers. We are
committed to increasing our geographic presence in El Salvador through more efficient channels and branches.
Actively Pursuing Cross-Selling Opportunities
We intend to increase our market share and profitability by cross-selling our products and services. We believe that our existing customer
base represents a significant opportunity to sell additional banking products and services. We believe that there are particularly attractive
opportunities with our corporate banking clients. Within the corporate banking segment, we intend to focus on lower risk, higher margin
products and services, such as international trade finance, leasing and factoring.
Focus on Improving Operating Efficiency
We are committed to improving our operating efficiency and profitability. By focusing on investments in and development of an
information technology infrastructure and on the use of electronic distribution channels, we aim to increase our customers' use of
electronic transactions, thereby addressing our customers' evolving needs and potentially increasing the transactions conducted by our
customers. We also continue to implement technological solutions aimed at identifying means of improving our pricing processes and
assessing the profitability of our business segments. Through these initiatives, we will continue to strive to improve our efficiency ratio.
Increasing our Profitability by More Effectively Deploying our Assets
We continue to seek the most attractive opportunities to improve our profitability. Our acquisition and successful integration of
Banagrícola S.A. illustrates our decision to strategically use our capital to increase our profitability. We will continue to seek other
investment opportunities that we believe will enhance our profitability and support our growth strategy.
Recent Developments
Management Appointments
On June 25, 2012, the Bank's Board of Directors appointed Mr. Jaime Alberto Villegas Gutierrez as Vice President of Operations.
Mr. Villegas, an industrial engineer, has a graduate degree in Finance from the Universidad de los Andes in Bogotá, Colombia. He served
from 2007 to 2012 as Director of the Finance Systems

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