Banco Fibra S.A. Announces Final Results and Settlement of Tender Offer

16 Mar, 2016, 10:01 ET from Banco Fibra S.A.

SAO PAULO, March 16, 2016 /PRNewswire/ -- Banco Fibra S.A., acting through its Cayman Islands Branch ("Banco Fibra") today announced the final results of its previously announced modified "Dutch Auction" tender offer (the "Tender Offer") to purchase up to $38,105,000 (the "Tender Cap") aggregate principal amount of its 8.50% subordinated notes due 2016 (the "Notes").  Banco Fibra also announced that it has increased the Tender Cap from $38,105,000 to $38,385,000. Except as described in this press release, all other terms of the Tender Offer as described in the Offer to Purchase (as defined below) remain unchanged.  The Tender Offer expired at 11:59 p.m., New York City time, on March 15, 2016 (the "Expiration Time").

On February 17, 2016, Banco Fibra commenced the Tender Offer in accordance with the terms and conditions set forth in the Offer to Purchase (the "Offer to Purchase") and the related Letter of Transmittal (the "Letter of Transmittal"), each dated February 17, 2016, sent to holders of the Notes.  On March 2, 2016, Banco Fibra announced the Early Tender Results and Pricing, Upsize and Initial Settlement of Tender Offer.  Capitalized terms used in this press release and not defined herein have the meanings given to them in the Offer to Purchase.

As of the Expiration Time, $39,985,000 aggregate principal amount of the Notes were validly tendered and not validly withdrawn.

Since the Early Tender Time, $280,000 aggregate principal amount of the Notes were validly tendered and not validly withdrawn and it is Banco Fibra's intent to accept these Notes for purchase. As described in the Offer to Purchase, these Notes were deemed to have been tendered with a Bid Price equal to the Tender Offer Consideration (regardless of the Bid Price set forth in the applicable Letter of Transmittal) and shall be eligible to receive only the Tender Offer Consideration (and will not be eligible to receive the Early Tender Premium) pursuant to the Tender Offer.

Select terms of the Tender Offer are described in the table below.

Title of Security


Aggregate Outstanding
Principal Amount(1)


Principal Amount Tendered(2)


Tender Offer Consideration(3)(5)


Total Consideration
(Clearing Price)(3)(4)(5)

8.50% Subordinated Notes due 2016


$110,000,000


$39,985,000


$780.00


$830.00



















(1)

Aggregate principal amount outstanding as of February 17, 2016.

(2)

As of the Expiration Time.

(3)

Per $1,000 principal amount of the Notes accepted for purchase.

(4)

Includes the early tender premium of $50.00 per $1,000 principal amount of Notes (the "Early Tender Premium").

(5)

Plus accrued and unpaid interest from the last interest payment date to, but not including, March 3, 2016 or March 16, 2016, as the case may be.

 

Holders of Notes that have been accepted for purchase before the Early Tender Time received consideration equal to the Total Consideration, which amounts to a total of $830.00 per $1,000 principal amount of Notes (including the Early Tender Premium), plus accrued and unpaid interest from the last interest payment date (November 6, 2015) to, but not including, March 3, 2016.  Holders of Notes that have been accepted for purchase after the Early Tender Time will receive consideration equal to the Tender Offer Consideration, comprised of (i) the Total Consideration, which amounts to a total of $830.00 per $1,000 principal amount of Notes, (ii) minus the Early Tender Premium, plus accrued and unpaid interest from the last interest payment date (November 6, 2015) to, but not including, March 16, 2016.

The Tender Offer expired at the Expiration Time and it was not extended by Banco Fibra. No Notes tendered after the Expiration Time shall be accepted for purchase pursuant to the Tender Offer.

The complete terms and conditions of the Tender Offer are described in the Offer to Purchase and the related Letter of Transmittal, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer, by calling (877) 896-3192 (US toll-free) or by emailing fibra@dfking.com.

Goldman, Sachs & Co. and Banco Bradesco BBI S.A. are acting as the dealer managers for the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to the Liability Management Group of Goldman, Sachs & Co. by calling (800) 828-3182 (toll free), or to the Fixed Income Division of Banco Bradesco BBI S.A., at +1 (212) 888-9145. 

None of Banco Fibra, its board of directors or board of executive officers (or any respective committee thereof), the dealer managers, the tender agent, the information agent, the trustee for the Notes or their respective affiliates is making any recommendation as to whether or not holders of the Notes should tender all or any portion of their Notes in the Tender Offer.

This announcement is not an offer to purchase or a solicitation of an offer to sell with respect to any securities. The Tender Offer is being made solely by the Offer to Purchase and the related Letter of Transmittal. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Banco Fibra is a privately held Brazilian bank founded in 1987 that provides a wide range of financial services. The business of Banco Fibra is focused on corporate lending, primarily providing financing to companies in the middle market and agribusiness market. Additional information may be found at www.bancofibra.com.br.  The information on such website does not form part of this press release and is not incorporated by reference into this press release.

Cautionary Statements:

This press release does not constitute an offer to sell or the solicitation of an offer to buy any notes nor shall there be any sale of notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Various statements in this press release, including those that express a belief, expectation or intention, may be considered forward-looking statements (as defined in Section 21E of the Exchange Act) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. When we use the words "believe," "intend," "expect," "may," "should," "anticipate," "could," "estimate," "plan," "predict," "project," or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this press release, if any, speak only as of the date of this press release; we disclaim any obligation to update these statements. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the factors discussed in the Offer to Purchase.

SOURCE Banco Fibra S.A.