Banco ABC Brasil S.A. Announces the Final Results of the Tender Offer for its 7.875% Subordinated Notes due 2020.

Nov 03, 2015, 08:12 ET from Banco ABC Brasil S.A.

SAO PAULO, Nov. 3, 2015 /PRNewswire/ --

BANCO ABC BRASIL S.A.
(incorporated as a corporation ("sociedade por acoes") under the laws of the Federative Republic of Brazil)

Offer to Purchase for Cash
Up to U.S.$100,000,000 of Banco ABC Brasil S.A.'s Outstanding 7.875% Subordinated Notes due 2020

(CUSIP: 05951Y AA1 and P0763M BWO; ISIN: US05951YAA10 and USP0763MBW03)

Banco ABC Brasil S.A. (the "Bank") hereby announces the final results of its offer to purchase for cash for up to U.S.$100,000,000 (the "Tender Cap") of its outstanding 7.875% Subordinated Notes due 2020 (CUSIP: 05951Y AA1 and P0763M BWO; ISIN: US05951YAA10 and USP0763MBW03) (the "Notes"), from holders thereof (each, a "Holder" and collectively, the "Holders"), at the price and upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 5, 2015 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and in the related Letter of Transmittal dated October 5, 2015 (as it may be amended or supplemented from time to time, the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents"), which together constitute the Offer (the "Offer"), announced to the market on October 5, 2015.

As of October 19, 2015, at 5:00 p.m. EST (the "Early Tender Date"), the Bank had received valid tenders from Holders of U.S.$35,297,000 in principal amount of Notes. The Bank accepted for purchase on the Early Settlement Date (as defined in the Offer to Purchase) all Notes validly tendered (and not validly withdrawn or rejected) prior to the Early Tender Date (the "Accepted Early Tender Notes"). The Total Consideration (as defined in the Offer to Purchase) payable under the Offer for the Accepted Early Tender Notes was U.S.$31,061,360. The Accepted Early Tender Notes represent 8.82% of the principal amount outstanding of Notes as of October 5, 2015.

The Bank further announced that it had decided to amend the payment terms of the Offer so that Holders who validly tendered their Notes after the Early Tender Date but on or prior to the Expiration Date (as defined below) would be eligible to receive the Total Consideration (being the Early Tender Premium and the Purchase Price) on the Final Settlement Date (as defined below).

The Bank hereby announces that after the Early Tender Date and before November 2, 2015, at 11:59 p.m. EST (the "Expiration Date"), it had received valid tenders of Notes from Holders of U.S.$230,000 in principal amount of Notes.

The Bank will accept for purchase on the Final Settlement Date (as defined below) all Notes validly tendered (and not validly withdrawn or rejected) after the Early Tender Date and before the Expiration Date (the "Accepted Notes"). The Total Consideration (as defined in the Offer to Purchase) payable under the Offer for the Accepted Notes is U.S.$202,400. The aggregate of the Accepted Early Tender Notes and the Accepted Notes represent 8.88% of the principal amount outstanding of Notes as of October 5, 2015.

In accordance with the Offer Documents, the Final Settlement Date for Notes validly tendered and accepted for purchase shall be on November 4, 2015 (the "Final Settlement Date").

D. F. King & Co., Inc. acted as the tender agent (in such capacity, the "Tender Agent") and as the information agent (in such capacity, the "Information Agent") for the Offer. Merrill Lynch, Pierce, Fenner & Smith Incorporated, HSBC Securities (USA) Inc. and Itau BBA USA Securities, Inc., acted as Dealer Managers for the Offer (the "Dealer Managers").

This announcement does not constitute an offer to sell any securities or the solicitation of an offer to buy any securities, nor does it constitute an offer to purchase securities in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities or "blue sky" laws. 

This announcement has been issued by and is the sole responsibility of the Bank. In accordance with normal practice, the Dealer Managers express no opinion on the merits of the Offer, nor do they accept any responsibility for the accuracy or completeness of this announcement or any other document prepared in connection with the Offer.

The Tender Agent and Information Agent for the Offer is:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
United States
Banks and Brokers call: +1 (212) 269-5550
All others call toll free (U.S. only): +1 (877) 536-1561
Email: bancoabc@dfking.com

By Facsimile Transmission:
(for Eligible Institutions only)
+1 (212) 709-3328
For Confirmation: +1 (212) 493-6940

The Dealer Managers for the Offer are:

Merrill Lynch, Pierce, Fenner &
Smith Incorporated

HSBC Securities (USA) Inc.

Itau BBA USA Securities, Inc.

One Bryant Park,

New York, New York 10036

Attn: Debt Advisory

Toll Free: + 1 (888) 292-0070
Collect: +1 (646) 855-8988

452 Fifth Avenue

New York, New York 10018

Attn: Global Liability

Management Group

Toll Free: +1 (888) HSBC-4LM

Collect: +1 (212) 525-5552

767 5th Avenue, 50th floor

New York, New York 10022

Attn: Syndicate Desk

Toll Free: +1 (888) 770-4828

 

The Offer to Purchase and the Letter of Transmittal shall be available online at www.dfking.com/bancoabc until the consummation or termination of the Offer.

SOURCE Banco ABC Brasil S.A.



RELATED LINKS

http://www.dfking.com/bancoabc