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Empresas Públicas De Medellín E.S.P. (An Empresa Industrial Y Comercial Del Estado Organized Under the Laws of the Republic of Colombia)

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Empresas Públicas De Medellín E.S.P. (An Empresa Industrial Y Comercial Del Estado Organized Under the Laws of the Republic of Colombia) OFFERING MEMORANDUM Ps.965,745,000,000 7.625% Senior Notes due 2024 Empresas Públicas de Medellín E.S.P. (an Empresa Industrial y Comercial del Estado organized under the laws of the Republic of Colombia) The 7.625% senior notes due 2024 (the ‘‘Notes’’) are being offered by Empresas Públicas de Medellín E.S.P., an Empresa Industrial y Comercial del Estado (industrial and commercial government-owned company) organized under the laws of the Republic of Colombia (‘‘EPM’’). The Notes will be the senior, unconditional, unsecured and unsubordinated obligations of EPM and will rank equally with all of EPM’s existing and future senior unsecured External Indebtedness (defined herein) and senior to EPM’s existing and future debt that by its terms is junior and subordinated in right of payment to the Notes. The Notes will bear interest at the rate of 7.625% per year and will be payable annually in arrears on September 10 of each year, commencing on September 10, 2015. The Notes will mature on September 10, 2024. Payment of principal, interest and any other amounts in respect of the Notes will be made in U.S. dollars, as calculated by the Calculation Agent by converting the Colombian peso amounts due into U.S. dollars at the Settlement Rate on the applicable Rate Calculation Date. See ‘‘Description of the Notes — The Notes and the Indenture.’’ EPM has applied to list the Notes on the Official List of the Luxembourg Stock Exchange and to trade the Notes on the Euro MTF Market of such exchange. Currently, there is no public market for the Notes. This offering memorandum constitutes a prospectus for the purpose of the Luxembourg Law dated July 10, 2005 on prospectuses for securities, as amended. The issuance of the Notes has been approved by the General Directorate of Public Credit and National Treasury (Dirección General de Crédito Público y Tesoro Nacional) of the Ministry of Finance and Public Credit (Ministerio de Hacienda y Crédito Público or ‘‘MHCP’’). Investing in the Notes involves risks. See ‘‘Risk Factors’’ beginning on page 24. The Notes have not been, and will not be registered under the U.S. Securities Act of 1933, as amended (the ‘‘Securities Act’’), or any state securities laws in the United States of America (the ‘‘United States’’ or ‘‘U.S.’’). Therefore, the Notes may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws. Accordingly, the Notes are being offered and sold in the United States only to qualified institutional buyers (‘‘QIBs’’), in accordance with Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act. Prospective purchasers of the Notes in the United States that are QIBs are hereby notified that EPM may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. The Notes have not been and will not be registered with the Colombian National Registry of Securities and Issuers (Registro Nacional de Valores y Emisores) maintained by the Superintendence of Finance of Colombia (Superintendencia Financiera de Colombia, or the ‘‘SFC’’) and will not be listed on the Colombia Stock Exchange (Bolsa de Valores de Colombia). Accordingly, the Notes are not being, and will not be, offered or sold in Colombia, except under circumstances which do not constitute a public offering of securities under, and which are in full compliance with, applicable Colombian securities laws and regulations. For a description of certain restrictions on transfers of the Notes, see ‘‘Transfer Restrictions.’’ Price: 100.000% plus accrued interest, if any, from September 10, 2014 Purchasers will make the payment of the Price of the Notes in U.S. dollars based on an exchange rate for the conversion of Colombian pesos into U.S. dollars of Ps.1,931.49 per U.S.$1.00, which is the Representative Market Rate in effect on September 3, 2014. The Notes will be sold in minimum denominations of Ps.5 million and in integral multiples of Ps.1 million in excess thereof. The Notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company (‘‘DTC’’) in New York, New York, for the accounts of its direct and indirect participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System (‘‘Euroclear’’), and Clearstream Banking, société anonyme (‘‘Clearstream’’), against payment therefor, on or about September 10, 2014. Joint Lead Managers and Joint Bookrunners BofA Merrill Lynch HSBC Itaú BBA The date of this offering memorandum is September 3, 2014. Prospective purchasers should rely only on the information contained in this offering memorandum. No person has been authorized to provide prospective purchasers with different information. If anyone provides prospective purchasers with different or inconsistent information, prospective purchasers should not rely on it. None of EPM or any of Merrill Lynch, Pierce, Fenner & Smith Incorporated, HSBC Securities (USA) Inc. and Itau BBA USA Securities, Inc. (collectively, the ‘‘Initial Purchasers’’) is making an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted. Prospective purchasers should not assume that the information contained in this offering memorandum is accurate as of any date other than the date on the front cover of this offering memorandum. EPM’s business, financial condition, results of operations and prospects may have changed since that date. None of EPM or any of the Initial Purchasers makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this offering memorandum after the date hereof. In this offering memorandum, unless otherwise specified or the context otherwise requires, (i) all references to the ‘‘Company,’’ ‘‘EPM,’’ ‘‘we,’’ ‘‘our’’ or similar terms are to Empresas Públicas de Medellín E.S.P., its consolidated subsidiaries and any consolidated joint venture, (ii) all references to the ‘‘Issuer’’ are to Empresas Públicas de Medellín E.S.P, and (iii) all references to ‘‘UNE’’ are to UNE EPM Telecomunicaciones S.A. and its subsidiaries. TABLE OF CONTENTS Enforcement of Foreign Judgments. ........... v Available Information. vii Market Information and Other Statistical Information . viii Forward-Looking Statements. ix Presentation of Certain Financial and Other Information. xi Note Regarding Non-GAAP Financial Measures . xiii Summary. ............................. 1 The Offering . ............................ 14 Summary Financial And Key Operating Data . 17 Risk Factors . ........................... 24 Foreign Exchange Controls . 45 Use of Proceeds . ......................... 48 Capitalization . ......................... 49 Selected Financial and Key Operating Data . 50 Management’s Discussion and Analysis of Financial Condition and Results of Operations . 59 Description of Other Financial Obligations . 108 Industry. .............................. 115 Business . ............................. 155 Relationship With the Municipal Government . 210 Corporate Structure and Management. 213 Description of the Notes . 220 Certain U.S. Federal Income Tax Consequences to U.S. Holders . 243 Certain Colombian Tax Considerations. 246 Plan of Distribution . 247 Transfer Restrictions . 252 Legal Matters . 255 Independent Auditors . 256 Listing and General Information . 257 Index to Consolidated Financial Statements . F-1 ANNEX A Summary of Certain Differences Between Colombian Public Utilities Companies GAAP and IFRS. ............................ A-1 ANNEX B Subsidiaries and Certain Affiliates . B-1 ANNEX C Certain Defined Terms . C-1 This offering memorandum has been prepared solely for use in connection with the proposed offering of the Notes described in this offering memorandum. This offering memorandum does not constitute an offer to the public generally to subscribe for or otherwise acquire the Notes. You are not authorized to distribute this offering memorandum to any person other than a prospective purchaser and any person retained to advise such prospective purchaser with respect to a purchase, and you are prohibited from disclosing any of its contents without EPM’s prior written consent. Each prospective purchaser, by accepting delivery of this offering memorandum, agrees to the foregoing stipulations and to make no electronic or physical copies of any documents referred to in this offering memorandum. This offering memorandum is based on information provided by EPM and other sources that EPM believes to be reliable. EPM takes responsibility for the information provided by EPM and contained in this offering memorandum as of the date hereof. This offering memorandum summarizes certain documents and other sources of information, and EPM refers prospective investors in the Notes to those sources for a more complete understanding of the information contained therein. Copies of certain documents referred to herein will be made available to prospective purchasers upon request to EPM or the Initial Purchasers. By purchasing the Notes, prospective purchasers will be deemed to have made the acknowledgments, representations, warranties and agreements described in this offering memorandum. The Notes are subject to restrictions on transfer and resale and may not be transferred or resold except as permitted under the Securities Act and applicable
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