#Senior Notes #Panama City #Panama #Banistmo #Grupo Cibest

Overview of Banistmo's Recent Consent Solicitation

In a significant update for investors, Banistmo, S.A. has revealed the expiration and outcomes of its consent solicitation regarding its outstanding 4.250% Senior Notes due in 2027, which took place on April 17, 2026. The implications of this announcement are crucial for holders of these notes as it outlines essential changes to the financial arrangement and control structure of the company.

Expiration of the Consent Solicitation

The consent solicitation process, which aimed to solicit approval for proposed amendments to the indenture governing the notes, formally concluded at 5:00 p.m. NYC time on the target date. Banistmo reported that a requisite number of consents — specifically, the majority of the aggregate principal amount of the outstanding notes — was acquired, allowing the transaction to move forward. This is an essential step in securing the amendments needed for the company's operational and strategic adjustments.

The Proposed Amendments Explained

The amendments proposed in the consent solicitation are not merely administrative; they signify a change in the operational paradigm of Banistmo. Under these amendments, a pivotal focus is the acquisition agreement between Grupo Cibest and Inversiones Cuscatlán Centroamérica, S.A. (ICC). Expected to alter the control structure, the agreement provides ICC with full ownership of Banistmo, shifting its status to a wholly owned subsidiary. Importantly, this acquisition constitutes a “Change of Control” as defined in the current indenture governing the notes.

As a response, the proposed amendments seek to redefine what constitutes a “Change of Control” clause under the indenture, ensuring that this transaction does not trigger the obligations typically associated with such a change — particularly the requirement to offer to purchase outstanding notes at a premium.

Implications for Investors

For holders of the 4.250% Senior Notes, the implications of the consent solicitation results are multifaceted. The approval of amendments means that investors who consented are set to receive a compensation of $10.00 per $1,000 of notes held, contingent upon the successful closing of the acquisition transaction by June 30, 2026. However, if the transaction does not meet regulatory approvals or fails to close, the amendments will not take effect, and the current terms of the notes will remain.

Looking Forward

Banistmo is guided by Citigroup Global Markets Inc. and J.P. Morgan Securities LLC in the solicitation process, with inquiries directed to Global Bondholder Services Corporation for further assistance. As this situation develops, investors are keenly anticipating the financial and operational impacts of the proposed changes, particularly how they will reshape Banistmo’s strategy within the competitive banking sector.

The upcoming months are critical for Banistmo as they seek to finalize the acquisition while navigating market expectations and regulatory landscapes.

About Banistmo and Grupo Cibest

Banistmo operates as a full-service commercial bank under the laws of Panama, primarily focusing on diverse banking services categorized into retail and corporate sectors. Its transition to become a wholly owned subsidiary of Grupo Cibest is viewed as a strategic move to enhance operational efficiencies and broaden service offerings across the region. Grupo Cibest itself is a key player in the banking landscape of Central America with a robust portfolio that emphasizes growth and innovation in financial services.

As the scenario unfolds, Banistmo's shareholders and stakeholders remain vigilant, looking for developments that could signify growth avenues amid evolving market conditions.