#Panama City #Panama #consent solicitation #Banistmo #Grupo Cibest

Banistmo Initiates Consent Solicitation for 4.250% Senior Notes Due 2027

On April 13, 2026, Banistmo, S.A., a leading bank in Panama, announced the commencement of a consent solicitation process aimed at amending the terms of its existing 4.250% Senior Notes due 2027. This initiative is essential for the bank as it prepares for a significant ownership transition, which could reshape its future operations and market position.

The Consent Solicitation Details

The consent solicitation aims to amend the indenture governing the outstanding notes, specified under the consent solicitation statement released on the same day. Currently, Banistmo has an aggregate principal amount of approximately $391,961,000 in outstanding notes. Each registered holder of these notes can participate in the solicitation with a fee of $10.00 offered for every $1,000 of notes held. This fee is conditional on a successful transaction and the receipt of necessary consents from the holders.

Proposed Amendments

The primary focus of the amendments is in response to a forthcoming acquisition involving Grupo Cibest S.A. (the direct owner of Banistmo) and Inversiones Cuscatlán Centroamérica S.A. (ICC). Under the parameters of the promise to purchase shares agreement established on December 18, 2025, ICC is set to acquire 100% of Banistmo, leading to a notable change of control.

Notably, the amendments will specify that this transaction will not trigger a 'change of control' clause, allowing Banistmo to operate without immediate obligations to repurchase outstanding notes at a premium, which is usually required in such scenarios. Other adjustments include defining certain stakeholders as 'Permitted Holders' and refining various terms related to the notes and the indenture.

Timeline for Consent Delivery

Holders of the notes must submit their consent by 5:00 p.m. New York City time on April 17, 2026, or at a later date if the solicitation extends. The right to revoke any consent remains available until the earlier of either the effective time or the expiration time.

If successful, the proposed amendments will be implemented through a supplemental indenture to facilitate the transaction with ICC's acquisition. It is crucial for Banistmo that it obtains the requisite consents from a majority of the note holders. If achieved, the bank expects to finalize a supplemental indenture shortly after.

Future Prospects

With the proposed changes, Banistmo looks to solidify its strategic alignment post-acquisition, ensuring a smooth transition to new ownership. The outcome of this consent solicitation is set against a backdrop of potential regulatory approvals and economic conditions, which will influence the final success of the transition.

Banistmo, a comprehensive commercial bank in Panama, operates under a general banking license and provides an array of banking services for retail and corporate customers, making its ability to adapt to ownership changes essential.

In summary, Banistmo's proactive approach in launching this consent solicitation highlights its commitment to maintaining stability and addressing shareholder interests amid significant structural changes. As the deadline approaches, all eyes will be on how registered holders respond to these proposed amendments, which will ultimately dictate the bank's future trajectory amidst impending challenges and opportunities in the competitive banking sector.