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

Dec 10, 2015, 07:07 ET from Banco do Brasil S.A.

SAO PAULO, Brazil, Dec. 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 anônima 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 Set Forth Below
Subject to the Tender Caps and Priorities Set Forth in the Offer Documents

Banco do Brasil S.A., acting through its Grand Cayman branch, a bank organized as a sociedade de economia mista and accordingly a sociedade anônima incorporated under the laws of the Federative Republic of Brazil (the "Bank"), hereby announces the final tender results 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 its outstanding 9.000% Perpetual Non-Cumulative Junior Subordinated Notes (CUSIP: 05958A AL2 and P3772W AF9; ISIN: US05958AAL26 and USP3772WAF97) (the "9.000% Notes"), 9.250% Perpetual Non-Cumulative Junior Subordinated Notes (CUSIP: 05958A AG3 and P3772W AC6; ISIN: US05958AAG31 and USP3772WAC66) (the "9.250% Notes"), and 3.875% Senior Notes due 2022 (CUSIP: 05958A AJ7; ISIN: US05958AAJ79) (the "3.875% Notes" and, together with the 9.000% Notes and the 9.250% Notes, 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 amended by the Bank's announcement on November 25, 2015 (the "Offer to Purchase") and the accompanying Letter of Transmittal dated November 10, 2015 (the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents").  The Bank refers to the offers to purchase the Notes as the "Tender Offers," and each individual offer as a "Tender Offer." Capitalized terms used in this announcement, but not defined herein, shall have the meanings given to such terms in the Offer to Purchase.

The Settlement Date (as defined in the Offer to Purchase) with respect to the Notes validly tendered on or prior to the Early Tender Date and accepted for purchase by the Bank occurred on November 30, 2015 (the "Early Settlement Date").  On the Early Settlement Date, the Bank accepted for purchase the following aggregate principal amount of Notes tendered prior to the Early Tender Date: (i) U.S.$300,000,000 in principal amount of 9.000% Notes (after proration), (ii) U.S.$73,057,000 in principal amount of 9.250% Notes, and (iii) U.S.$100,000,000 in principal amount of 3.875% Notes (after proration).

The Bank hereby announces that, between the Early Tender Date and December 9, 2015, at 11:59 p.m. New York City time (which was the Expiration Date), it had received (i) U.S.$29,872,000 in principal amount of valid tenders of 9.000% Notes, (ii) U.S.$39,766,000 in principal amount of valid tenders of 9.250% Notes and (iii) U.S.$3,766,000 in principal amount of valid tenders of 3.875% Notes.  

As the applicable Tender Caps with respect to the 9.000% Notes and the 3.875% Notes was reached upon settlement on the Early Settlement Date, no tendered 9.000% Notes and 3.875% Notes shall be accepted for purchase on the Final Settlement Date.

The Bank also announces that it will accept for purchase on the Final Settlement Date (as defined below) all 9.250% Notes validly tendered (and not validly withdrawn or rejected) between the Early Tender Date and the Expiration Date. The accepted 9.250% Notes, when aggregated with the 9.250% Notes purchased on the Early Settlement Date, represent 6.45% of the principal amount outstanding of 9.250% Notes as of November 10, 2015. As previously announced, all 9.250% Notes purchased by the Bank in the Tender Offer will have the same purchase price of  U.S.$777.50 per U.S.$1,000 principal amount of 9.250% Notes.

In accordance with the Offer Documents, the Final Settlement Date for 9.250% Notes validly tendered on or prior to the Expiration Date and accepted for purchase shall be on December 11, 2015 (the "Final Settlement Date"). 

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. acted 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, acted 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

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.