Banistmo’s Successful Consent Solicitation

Cleary Gottlieb is representing Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as solicitation agents, in a consent solicitation by Banistmo S.A. (Banistmo) relating to its $391.9 million 4.25% senior notes due 2027.

The consent solicitation aims to amend certain covenants and provisions of the indenture governing Banistmo’s notes to allow the acquisition of Banistmo by Inversiones Cuscatlán Centroamérica S.A. (ICC), by providing, among other things, that the acquisition will not constitute a change of control under the indenture, and that each of Bancolombia S.A., Grupo Cibest S.A., and ICC are “permitted holders.”

The consent solicitation commenced on April 13, 2026, and expired on April 17, 2026. By the expiration date, Banistmo had received consents from holders representing a majority of the principal amount of notes outstanding. Having achieved the requisite majority of required consents by the expiration date, on April 20, 2026, Banistmo implemented the proposed amendments and executed a supplemental indenture to the indenture governing the notes.

Subject to the consummation of the acquisition and the satisfaction of the other conditions described in the consent solicitation materials, Banistmo will pay a consent fee in cash to holders who validly delivered consents prior to the expiration deadline. The acquisition is expected to close, and the consent solicitation is expected to settle, no later than June 30, 2026.

Banistmo is a full-service commercial bank organized under the laws of the Republic of Panama, offering a broad range of banking and financial services, including deposit products, consumer and commercial lending, residential mortgages, credit cards, leasing, international banking services, cash management, trust and fiduciary services, and investment banking.

The Cleary corporate team includes partners Ignacio Lagos and Manuel Silva, associate Carla Martini, and international lawyer Matias Chaves. Partner Matthew Brigham and associate Michael Hughes are advising on tax matters. Senior attorney James Corsiglia is advising on anti-money laundering matters. Associate Alexi Stocker is advising on sanctions matters.