Banco do Brasil S.A. Announces the Commencement of Tender Offers for certain of its Perpetual and Senior Notes

Nov 10, 2015, 16:04 ET from Banco do Brasil S.A.

SAO PAULO, Nov. 10, 2015 /PRNewswire/ --

BANCO DO BRASIL S.A.
(acting through its Grand Cayman branch)
(a bank organized as a sociedade de economia mista and accordingly
 a sociedade anonima incorporated under the laws of the Federative Republic of Brazil)

Offers to Purchase for Cash Up to U.S.$600,000,000 Aggregate Principal Amount
of the Outstanding Notes Listed on the Table Below
Subject to the Tender Caps and Priorities Set Forth Herein

Banco do Brasil S.A., acting through its Grand Cayman branch, a bank organized as a sociedade de economia mista and accordingly a sociedade anonima incorporated under the laws of the Federative Republic of Brazil (the "Bank"), hereby announces the commencement of its offers to purchase for cash up to U.S.$600,000,000 aggregate principal amount (subject to increase by the Bank, the "Aggregate Maximum Tender Amount") of the outstanding notes set forth in the table below (collectively, the "Notes," and each series, a "series of Notes"), upon the terms and subject to the conditions described in the Offer to Purchase dated November 10, 2015 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and the accompanying Letter of Transmittal dated November 10, 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").

The following table sets forth certain terms of the Tender Offers:



Dollars per U.S.$1,000 Principal
Amount of Notes

Title of Notes

CUSIP and ISIN
Numbers

Aggregate
Principal Amount
Outstanding

Tender Cap

Acceptance
Priority
Level

Tender Offer
Consideration
(1)

Early
Tender
Premium(1)

Total
Consideration
(1)(2)

9.000% Perpetual Non-Cumulative
Junior Subordinated Notes
(the "9.000% Notes")

CUSIP: 05958A AL2;
P3772W AF9;
ISIN: US05958AAL26;
USP3772WAF97

U.S.$2,485,200,000

U.S.$300,000,000

1

U.S.$722.50

U.S.$30.00

U.S.$752.50









9.250% Perpetual Non-Cumulative
Junior Subordinated Notes
(the "9.250% Notes")

CUSIP: 05958A AG3;
P3772W AC6;
ISIN: US05958AAG31;
USP3772WAC66

U.S.$1,750,000,000

U.S.$300,000,000

2

U.S.$747.50

U.S.$30.00

U.S.$777.50









3.875% Senior Notes due 2022
(the "3.875% Notes")

CUSIP: 05958A AJ7;
ISIN: US05958AAJ79

U.S.$1,918,500,000

U.S.$100,000,000

3

U.S.$842.50

U.S.$30.00

U.S.$872.50

                       

________________________________

(1)

Per U.S.$1,000 principal amount of Notes tendered and accepted for purchase.

(2)

Includes the Early Tender Premium (as defined below).

 

Subject to the Aggregate Maximum Tender Amount and the Tender Caps specified below for each series of Notes (subject to increase by the Bank), the amount of a series of Notes that is purchased in the Tender Offers on any Settlement Date (as such terms are defined in the Offer to Purchase) will be based on the order of priority (the "Acceptance Priority Level") for such series of Notes set forth in the table below, subject to the proration arrangements applicable to the Tender Offers. However, even if the Tender Offers are not fully subscribed as of the Early Tender Date (as defined below), subject to the Aggregate Maximum Tender Amount and the Tender Caps, Notes tendered at or before the Early Tender Date will be accepted for purchase in priority to other Notes tendered after the Early Tender Date, even if such Notes tendered after the Early Tender Date have a higher Acceptance Priority Level than Notes tendered prior to the Early Tender Date.

The Tender Offers will each expire at 11:59 p.m., New York City time, on December 9, 2015, or any other date and time to which the Bank extends such Tender Offers (such date and time, as it may be extended, the "Expiration Date"), unless earlier terminated. You must validly tender your Notes at or prior to the Expiration Date to be eligible to receive the applicable Tender Offer Consideration (as defined below) for such Notes plus Accrued Interest (as defined below). You must validly tender your Notes at or prior to 5:00 p.m., New York City time, on November 24, 2015 (such date and time, as it may be extended, the "Early Tender Date") to be eligible to receive the applicable Total Consideration (as defined below) for such Notes plus Accrued Interest. The Total Consideration and the Tender Offer Consideration (as defined below) will be payable in cash. Tendered Notes may be validly withdrawn from the applicable Tender Offer at or prior to, but not after, 5:00 p.m., New York City time, on November 24, 2015 (such date and time, as it may be extended, the "Withdrawal Deadline").

All Notes validly tendered and accepted for purchase pursuant to the Tender Offers will receive the applicable consideration set forth in the table above, plus accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but not including, the applicable Settlement Date ("Accrued Interest").

The Tender Offers are not conditioned upon the tender of any minimum principal amount of Notes or upon any financing. The Bank refers to the offers to purchase the Notes as the "Tender Offers," and each individual offer as a "Tender Offer." Each Tender Offer is a separate offer, and each Tender Offer may be individually amended, extended or terminated. The Tender Offers are open to all registered holders (individually, a "Holder," and collectively, the "Holders") of the Notes. The Tender Offers are subject to the satisfaction of the General Conditions (as defined in the Offer to Purchase). The purpose of the Tender Offers is to purchase Notes, increase the efficiency of the Bank's capital structure and reduce its interest expense.

The Notes accepted for payment on any Settlement Date will be accepted in accordance with their Acceptance Priority Levels set forth in the table above (with 1 being the highest Acceptance Priority Level and 3 being the lowest Acceptance Priority Level), provided that the Bank will only accept for purchase Notes in an aggregate principal amount up to the Aggregate Maximum Tender Amount. Each series of Notes is subject to a limit on the aggregate principal amount of Notes of that series that will be purchased in the Tender Offers (each such aggregate principal amount, subject to increase by the Bank, a "Tender Cap"). The 9.000% Notes are subject to a Tender Cap of U.S.$300,000,000 aggregate principal amount, the 9.250% Notes are subject to a Tender Cap of U.S.$300,000,000 aggregate principal amount and the 3.875% Notes are subject to a Tender Cap of U.S.$100,000,000 aggregate principal amount, in each case representing the face value of the applicable Notes. The Bank reserves the right, but is under no obligation, to increase the Aggregate Maximum Tender Amount and/or any or all Tender Caps at any time, subject to compliance with applicable law, which could result in the Bank purchasing a greater aggregate principal amount of Notes in the Tender Offers. There can be no assurance that the Bank will increase the Aggregate Maximum Tender Amount and/or any or all Tender Caps. If the Bank increases the Aggregate Maximum Tender Amount and/or any or all Tender Caps, the Bank does not expect to extend the Withdrawal Deadline, subject to applicable law.

Subject to the Aggregate Maximum Tender Amount, the Tender Caps and proration, all Notes tendered at or before the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Notes tendered at or before the Early Tender Date having a lower Acceptance Priority Level are accepted, and all Notes validly tendered after the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Notes tendered after the Early Tender Date having a lower Acceptance Priority Level are accepted in the Tender Offers. However, even if the Tender Offers are not fully subscribed as of the Early Tender Date, subject to the Aggregate Maximum Tender Amount and the Tender Caps, Notes tendered at or before the Early Tender Date will be accepted for purchase in priority to other Notes tendered after the Early Tender Date, even if such Notes tendered after the Early Tender Date have a higher Acceptance Priority Level than Notes tendered prior to the Early Tender Date. In addition, Holders should note that the Tender Caps with respect to the 9.000% Notes and the 9.250% Notes, when taken together, equal the Aggregate Maximum Tender Amount. If the Tender Offers with respect to the 9.000% Notes and the 9.250% Notes are fully subscribed as of the Early Tender Date (which may be extended in the sole discretion of the Bank), no 3.875% Notes tendered will be accepted for purchase pursuant to the Tender Offer with respect to the 3.875% Notes.

Subject to the terms and conditions of the Tender Offers, the consideration for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offers will be the tender offer consideration for such series of Notes set forth in the table above (with respect to each series of Notes, the "Tender Offer Consideration"). Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offers will receive the applicable Tender Offer Consideration plus the applicable early tender premium for such series of Notes set forth in the table above (with respect to each series of Notes, the "Early Tender Premium" and, together with the applicable Tender Offer Consideration, the "Total Consideration"). Holders of Notes tendered after the Early Tender Date, but before the Expiration Date, and accepted for purchase pursuant to the Tender Offers will receive the applicable Tender Offer Consideration, but not the Early Tender Premium. No tenders will be valid if submitted after the Expiration Date.

The Tender Offers commence on the date of the Offer to Purchase and will expire on the Expiration Date, unless extended or earlier terminated by the Bank. No tenders will be valid if submitted after the Expiration Date. If a Nominee holds your Notes, such Nominee may have an earlier deadline for accepting the offer. You should promptly contact such Nominee that holds your Notes to determine its deadline. The Tender Offers are open to all registered Holders of the Notes.

The Bank reserves the right, but is under no obligation, at any point following the Early Tender Date and before the Expiration Date, subject to the satisfaction or waiver of the conditions to the Tender Offers, to accept for purchase any Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date (the "Early Settlement Date"), subject to the Acceptance Priority Levels, the Aggregate Maximum Tender Amount and the Tender Caps. The Early Settlement Date will be determined at the Bank's option and is currently expected to occur on November 30, 2015, subject to all conditions to the Tender Offers having been either satisfied or waived by the Bank. If the Bank elects to have an Early Settlement Date, it will accept Notes validly tendered at or prior to the Early Tender Date, subject to the Aggregate Maximum Tender Amount, the Tender Caps, the Acceptance Priority Levels and proration, each as described in the Offer to Purchase. Irrespective of whether the Bank chooses to have an Early Settlement Date, it will purchase any remaining Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Date and that the Bank chooses to accept for purchase, subject to all conditions to the Tender Offers having been either satisfied or waived by the Bank, promptly following the Expiration Date (the "Final Settlement Date," the Final Settlement Date and the Early Settlement Date each being a "Settlement Date"). The Final Settlement Date is expected to occur on the second business day following the Expiration Date. If the Bank elects to have an Early Settlement Date, and assuming that the conditions to the Tender Offers are satisfied or waived, such Early Settlement Date may be as early as two business days following the Early Tender Date. Notes accepted on the Final Settlement Date, if any, will be accepted subject to the Aggregate Maximum Tender Amount, the Tender Caps, the Acceptance Priority Levels and proration, each as described in the Offer to Purchase.

Acceptance for tenders of any Notes may be subject to proration if the aggregate principal amount for any series of Notes validly tendered and not validly withdrawn would cause the Aggregate Maximum Tender Amount to be exceeded. In addition, acceptance for tenders of Notes may be subject to proration if the aggregate principal amount of the relevant series of Notes validly tendered and not validly withdrawn is greater than the applicable Tender Cap. Furthermore, if the Tender Offers are fully subscribed as of the Early Tender Date, Holders who validly tender Notes after the Early Tender Date will not have any of their Notes accepted for purchase, provided that such Notes may be accepted for purchase if the Bank increases the Aggregate Maximum Tender Amount and/or any or all Tender Caps, which the Bank is entitled to do in its sole discretion. There can be no assurance that the Bank will increase the Aggregate Maximum Tender Amount and/or any or all Tender Caps. Any Notes tendered pursuant to a Tender Offer that are not accepted and purchased by the Bank as a result of the operation of the proration provisions applicable to the Tender Offers shall be promptly returned to the relevant tendering Holders following the Expiration Date.

Notwithstanding any other provision of the Tender Offers, the Bank's obligation to accept for purchase, and to pay for, any Notes validly tendered pursuant to the Tender Offers, is conditioned upon the satisfaction of the General Conditions (as defined in the Offer to Purchase). The General Conditions to the Tender Offers are for the sole benefit of the Bank and may be asserted by the Bank, regardless of the circumstances giving rise to any such condition (including any action or inaction by the Bank). The Bank reserves the right, in its sole discretion, to waive any and all conditions of the Tender Offers, at or prior to the Expiration Date (or the Early Settlement Date, if the Bank elects to have an early settlement). The Tender Offers are not subject to a minimum principal amount of Notes of any series, or a minimum aggregate principal amount of Notes of all series, being tendered.

Withdrawal rights with respect to the Notes will terminate on the Withdrawal Deadline, unless extended pursuant to applicable law. Accordingly, following the Withdrawal Deadline, any Notes validly tendered (whether before, on or after the Withdrawal Deadline) may no longer be validly withdrawn. For the withdrawal of a tendered Note to be valid, such withdrawal must comply with the procedures set forth in the Offer to Purchase.

Subject to applicable law and the terms set forth in the Offer to Purchase, the Bank reserves the right with respect to any of the Tender Offers for any series of Notes, as the case may be: (i) to extend or otherwise amend the Early Tender Date or the Expiration Date, (ii) to increase the Aggregate Maximum Tender Amount and/or any or all Tender Caps without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights of Holders except as required by law; (iii) to waive or modify in whole or in part any and all conditions to the respective Tender Offer; (iv) to modify or terminate the respective Tender Offer; and (v) to otherwise amend the respective Tender Offer in any respect. In the event of the termination of any of the Tender Offers, the Notes tendered pursuant to such Tender Offer and not previously accepted and purchased will be promptly returned to the tendering Holders.

If you do not tender your Notes or if you tender Notes that are not accepted for purchase, they will remain outstanding. If the Bank consummates the Tender Offers, the applicable trading market for your outstanding Notes of the applicable series may be significantly more limited. For a discussion of this and other risks, see "Certain Significant ConsiderationsThe Tender Offers may adversely affect the market value and reduce the liquidity of any trading market of the Notes" in the Offer to Purchase.

THE OFFER DOCUMENTS CONTAIN CERTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFERS, IN PARTICULAR, SEE "CERTAIN SIGNIFICANT CONSIDERATIONS" IN THE OFFER TO PURCHASE FOR A DISCUSSION OF CERTAIN FACTORS YOU SHOULD CONSIDER IN CONNECTION WITH THE TENDER OFFERS.

NEITHER THE OFFER TO PURCHASE NOR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFERS HAVE BEEN FILED WITH OR REVIEWED BY THE FEDERAL OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFERS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

NONE OF THE BANK, ITS BOARD OF DIRECTORS, THE DEALER MANAGERS (AS DEFINED BELOW), THE TENDER AND INFORMATION AGENT OR THE TRUSTEES (AS DEFINED IN THE OFFER TO PURCHASE) WITH RESPECT TO THE NOTES OR ANY OF THEIR RESPECTIVE AFFILIATES IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER ANY NOTES IN RESPONSE TO THE TENDER OFFERS. HOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO PARTICIPATE IN THE TENDER OFFERS, AND, IF SO, THE PRINCIPAL AMOUNT OF NOTES TO TENDER.

The Offer to Purchase does not constitute an offer to purchase the Notes 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.  If the Bank becomes aware of any jurisdiction in which the making of the Tender Offers would not be in compliance with applicable laws, the Bank will make a good faith effort to comply with any such laws.  If, after such good faith effort, the Bank cannot comply with any such laws, the Tender Offers will not be made to (nor will tenders of Notes be accepted from or on behalf of) the owners of Notes residing in such jurisdiction.  Neither the delivery of this announcement, the Offer to Purchase nor any purchase pursuant to the Tender Offers shall under any circumstances create any implication that the information contained in this announcement or the Offer to Purchase is correct as of any time subsequent to the date hereof or thereof or that there has been no change in the information set forth herein or therein or in the Bank's affairs since the date hereof or thereof.

The Offer to Purchase does not constitute an offer to sell any securities or the solicitation of an offer to buy any securities (other than the Notes).  Any offering of securities will only be made by an offering document and any such offering may not be registered with the U.S. Securities and Exchange Commission.

D. F. King & Co., Inc. is acting as the tender agent and as the information agent (the "Tender and Information Agent") for the Tender Offers. BB Securities Ltd., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, are acting as Dealer Managers (the "Dealer Managers") for the Tender Offers.

The Tender and Information Agent for the Tender Offers is:

D.F. King & Co., Inc.

In New York.
48 Wall Street
22nd Floor
New York, NY 10005
Banks and Brokers: (212) 269-5550
Toll free (U.S. only): (800) 591-8269

In London:
125 Wood Street
London EC2V 7AN 
United Kingdom 
Telephone: +44 20 7920 9700

In Hong Kong:
Suite 1601, 16/F, Central Tower
28 Queen's Road Central
Central Hong Kong
Telephone: +852 3953 7230

bb@dfking.com

By Facsimile (For Eligible Institutions only): (212) 709-3328
Confirmation: (212) 493-6940
Attention: Krystal Scrudato

Any questions or requests for assistance or for additional copies of the Offer Documents may be directed to the Tender and Information Agent at one of its telephone numbers above. A Holder (or a beneficial owner that is not a Holder) may also contact any of the Dealer Managers at their telephone numbers set forth below or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer Documents.

The Dealer Managers for the Tender Offers are:

 

BB Securities Ltd.

 

Operations Department
4th Floor – Pinners Hall
105-108 Old Broad Street
London EC2N 1ER
United Kingdom
Collect: +44 (20) 7367-5800

Citigroup Global Markets Inc.

 

Liability Management Group
390 Greenwich Street, 1st Floor
New York, NY 10013
United States
US Toll-Free: (800) 558-3745
Collect: +1 (212) 723-6106

J.P. Morgan Securities LLC

 

Latin America
Debt Capital Markets
383 Madison Avenue
New York, NY 10179
United States
US Toll-Free: (866) 846-2874
Collect: +1 (212) 834-7279

 

SOURCE Banco do Brasil S.A.