Grupo de Inversiones Suramericana S.A. - Consent Solicitation 2024 (US) - Completion

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

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19 MARCH 2024

Full announcement including disclaimers and offer/distribution restrictions available via Prnewswire: Source Grupo de Inversiones Suramericana S.A.

"MEDELLÍN, Colombia, March 19, 2024 /PRNewswire/ -- Grupo de Inversiones Suramericana S.A. ("Grupo SURA") today announced the successful completion of the previously announced consent solicitation (the "Consent Solicitation") relating to its 5.500% Senior Unsecured Notes due 2026 (the "Notes") for the adoption of the proposed amendments (the "Proposed Amendments") to the indenture, as supplemented and restated, governing the Notes (the "Indenture"), as set forth in the Consent Solicitation Statement dated March 5, 2024 (the "Consent Solicitation Statement"). As of 5:00 p.m., New York City time, on March 19 , 2024 (the "Expiration Time"), Grupo SURA was advised that it has received consents from holders of a majority in principal amount of the outstanding Notes to the adoption of Proposed Amendments to the Indenture governing the Notes. As a result, the Second Supplemental Indenture will be executed by Grupo SURA and the trustee of the Indenture. Thereafter, the Consent Fee (as defined below) will be paid to applicable holders.

Grupo SURA will make a cash payment of U.S.$3.75 per U.S.$1,000 principal amount of Notes (the "Consent Fee") to each holder of Notes who validly delivered (and did not validly revoke) a consent prior to the Expiration Time."

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

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05 MARCH 2024

Full announcement including disclaimers and offer/distribution restrictions available via Prnewswire

MEDELLÍN, 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."

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