Banco Votorantim Announces a Tender Offer for its Subordinated Notes due 2020.
BANCO VOTORANTIM S.A. (a corporation (sociedade por acoes) incorporated under the laws of the Federative Republic of Brazil)
Offer to Purchase for Cash Up to the Maximum Acceptance Amount (as defined below) of Banco Votorantim S.A.'s Outstanding 7.375% Subordinated Notes due 2020 (CUSIP: 05967DAA9 and P1516SFE1; ISIN: US05967DAA90 and USP1516SFE11)
SAO PAULO, Sept. 8, 2015 /PRNewswire/ -- Banco Votorantim S.A. (the "Bank") hereby announces the commencement of its offer to purchase for cash (the "Tender Offer"), upon the terms and subject to the conditions set forth in the Offer to Purchase and the related letter of transmittal (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") up to the Maximum Acceptance Amount of the outstanding Notes from the Holders, for the consideration described herein.
The "Total Consideration" for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn or rejected) at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer will be U.S.$1,020.00, which includes an early tender payment equal to U.S.$30.00 (the "Early Tender Payment"). Holders who validly tender Notes after the Early Tender Date but at or prior to the Expiration Date and whose Notes are accepted for purchase will not be entitled to receive the Early Tender Payment and will therefore be entitled to receive, for each U.S.$1,000 principal amount of Notes accepted for purchase, U.S.$990.00 (the "Tender Offer Consideration").
The Total Consideration and the Tender Offer Consideration will be paid together with accrued and unpaid interest on the Notes ("Accrued Interest") from the last interest payment date on the Notes preceding, but not including, the applicable Settlement Date (as defined in the Offer to Purchase). All Notes that are (1) not tendered or (2) tendered but not accepted for purchase due to proration or otherwise shall not be purchased by us and shall continue to accrue interest in accordance with the terms of the Notes. All amounts to be paid to Holders in connection with the Tender Offer will be paid by the Bank. Each of the Total Consideration and Tender Offer Consideration, including Accrued Interest, is referred to herein as "Consideration."
Title of Security |
Security Identifiers |
Principal Amount Outstanding(1) |
Maximum Acceptance Amount(1) |
Tender Offer Consideration |
Early Tender Payment |
Total Consideration(1) |
7.375% Subordinated Notes due 2020 |
CUSIP: 05967DAA9 and P1516SFE1
ISIN: US05967DAA90 and USP1516SFE11 |
U.S.$1,129.3 million |
The U.S. dollar equivalent of R$1,150 million calculated on the Early Tender Date, as described in this Offer to Purchase |
U.S.$990.00 |
U.S.$30.00 |
U.S.$1,020.00 |
(1) |
As of the date of the Offer to Purchase, there was U.S.$1,129.3 million in aggregate principal amount of the Notes issued and outstanding, which excludes $20.7 million in aggregate principal amount of the Notes held by Banco Votorantim. The principal amount of the Notes held by Banco Votorantim does not include Notes that are held by Banco Votorantim in custody for other Holders. |
(2) |
The Maximum Acceptance Amount is calculated by reference to the Applicable Exchange Rate (as defined below) as of 1:00pm Sao Paulo, Brazil time) on the Early Tender Date (which is expected to be September 21, 2015, unless this is extended by us). As an illustrative example only, if the Maximum Acceptance Amount had been calculated based on the Reference Rate on September 8, 2015, the Maximum Acceptance Amount would have been U.S.$302.4 million. |
(3) |
The Total Consideration is the amount to be paid for each U.S.$1,000 principal amount of Notes validly tendered prior to the Early Tender Date and accepted for purchase. The Total Consideration includes an Early Tender Payment of U.S.$30.00. In addition, Accrued Interest will be paid. |
The Tender Offer will expire at 12:00 Midnight, New York City time, on October 5, 2015, unless extended by the Bank (such time and date, as it may be extended, the "Expiration Date"). Holders who validly tender (and do not validly withdraw) their Notes at or prior to 5:00 p.m., New York City time, on September 21, 2015, unless extended by the Bank (such time and date, as it may be extended, the "Early Tender Date"), in the manner described in the Offer to Purchase will be eligible to receive the Total Consideration, which includes the Early Tender Payment, plus Accrued Interest. Holders who validly tender Notes after the Early Tender Date but at or prior to the Expiration Date in the manner described in the Offer to Purchase will not be eligible to receive the Early Tender Payment and will therefore only be eligible to receive the Offer Consideration, plus Accrued Interest. Notes that have been validly tendered pursuant to the Tender Offer may be validly withdrawn prior to the Early Tender Date but not thereafter except as may be required by applicable law (as determined by the Bank).
As used in the Offer Documents, the "Maximum Acceptance Amount" means the U.S. dollar equivalent of R$1,150 million, converted into U.S. dollars using the Applicable Exchange Rate (as defined below) on the Early Tender Date. The Maximum Acceptance Amount represents the total aggregate consideration available for the Tender Offer, including the payment of the Early Tender Payment, but excluding Accrued Interest. The Maximum Acceptance Amount does not reflect the maximum total principal amount of outstanding Notes that may be purchased in the Tender Offer.
As used in the Offer Documents, the "Applicable Exchange Rate" is the rate of exchange from Brazilian reais to U.S. dollars, expressed as the amount of Brazilian reais per one U.S. dollar reported by the Central Bank of Brazil (Banco Central do Brasil) (the "Central Bank") on the SISBACEN data system (or successor system) under transaction code PTAX-800 ('Consultas de Cambio' or 'Exchange Rate Enquiry'), Option 5, 'Venda' ('Cotacoes para Contabilidade') or 'Rates for Accounting Purposes') (or any successor Brazilian reais to U.S. dollar spot rate, the "Reference Rate") at or about 1:00p.m. (Sao Paulo, Brazil time) on the Early Tender Date. As an illustrative example only, if the Reference Rate is unavailable at such relevant time on the Early Tender Date, Banco Votorantim shall determine the Applicable Exchange Rate in its sole and absolute discretion.
On September 8, 2015 (the date of the Offer to Purchase), at 1:00p.m. (Sao Paulo, Brazil time), the Reference Rate was R$3.8028 per U.S.$1.00. As an illustrative example only, if the Maximum Acceptance Amount had been calculated based on the Reference Rate on September 8, 2015, the Maximum Acceptance Amount would have been U.S.$302.4 million. The exchange rate from Brazilian reais to U.S. dollars may fluctuate widely and the Reference Rate referred to above may not be indicative of the Reference Rate that is calculated on the Early Tender Date. The exchange rate from Brazilian reais to U.S. dollars has recently presented significant volatility and no assurance can be given as to the U.S. dollar equivalent of the Maximum Acceptance Amount when this is calculated on the Early Tender Date.
The Bank's obligation to purchase Notes in the Tender Offer is conditioned on the satisfaction or waiver of certain conditions described in the Offer to Purchase. See "The Tender Offer - Conditions to the Tender Offer."
Subject to the Maximum Acceptance Amount, the Bank intends to accept for purchase on the Early Settlement Date (as defined in the Offer to Purchase) all Notes validly tendered (and not validly withdrawn or rejected) at or prior to the Early Tender Date, and will only prorate such Notes if the aggregate principal amount of Notes validly tendered (and not validly withdrawn or rejected) at or prior to the Early Tender Date exceeds the Maximum Acceptance Amount. If the Tender Offer is not fully subscribed as of the Early Tender Date, Holders who validly tender Notes after the Early Tender Date but at or prior to the Expiration Date may be subject to proration. Subject to the Maximum Acceptance Amount, Holders who validly tendered Notes at or prior to the Early Tender Date and whose Notes are purchased on the Early Settlement Date will not be subject to proration on the Final Settlement Date (as defined in the Offer to Purchase). Furthermore, if the Tender Offer is 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 Maximum Acceptance Amount, which the Bank is entitled to do in its sole discretion. There can be no assurance that the Bank will increase the Maximum Acceptance Amount. For a description of the applicable proration procedures, see "The Tender Offer—Proration" in the Offer to Purchase.
Withdrawal rights with respect to tendered Notes will terminate immediately prior to the 5:00p.m., New York City time, on September 21, 2015, unless extended by the Bank (such date as the same may be extended, the "Withdrawal Deadline"). Accordingly, on the Withdrawal Deadline and thereafter, Notes validly tendered, including Notes tendered prior to the Withdrawal Deadline and Notes tendered on such date or subsequently, may no longer be validly withdrawn except in certain limited circumstances where additional withdrawal rights are required by applicable law (as determined by the Bank).
For a withdrawal of tendered Notes to be valid, such withdrawal must comply with the procedures set forth in "The Tender Offer - Withdrawal of Tenders" 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 the Tender Offer: (1) to waive or modify in whole or in part any and all conditions to either of the Tender Offer; (2) to extend the Tender Offer; (3) to modify or terminate the Tender Offer; and (4) to otherwise amend the Tender Offer in any respect.
In the event that the Tender Offer is terminated or otherwise not completed, the applicable Consideration and Accrued Interest will not be paid or become payable to the Holders of such Notes who have tendered their Notes and such Notes shall be returned promptly to their respective Holders.
The Notes are denominated, and accordingly may only be tendered in the Tender Offer, in minimum principal amounts of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof. Any tender of Notes, the proration of which would otherwise result in a return of Notes to a tendering Holder in a principal amount below the minimum denomination, may be rejected in full or accepted in full in the Bank's sole discretion.
NEITHER THE OFFER TO PURCHASE NOR ANY OF THE OTHER DOCUMENTS RELATING TO THE TENDER OFFER 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 THIS TENDER OFFER OR ANY OF THE OTHER DOCUMENTS RELATING TO THE TENDER OFFER. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.
None of the Bank, its board of directors, the Trustee, the Tender and Information Agent, the Dealer Managers or any of their respective affiliates makes any recommendation as to whether Holders should tender, or refrain from tendering as to all or any portion of the principal amount of their Notes pursuant to the Tender Offer. Holders must make their own decisions with regard to tendering Notes and no one has been authorized by any of them to make such a recommendation.
Any questions or requests for assistance or for additional copies of the Offer to Purchase may be directed to the Tender and Information Agent at one of its telephone numbers presented herein. A Holder (or a beneficial owner that is not a Holder) may also contact the Dealer Managers at their telephone numbers set forth herein, or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.
This announcement is not an offer to purchase or the solicitation of an offer to sell the Notes. The Offer for the Notes is only being made pursuant to the Offer to Purchase and the related Letter of Transmittal. Holders of the Notes should read the Offer to Purchase and the Letter of Transmittal carefully prior to making any decision with respect to the Tender Offer because they contain important information. 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.
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 Tender Offer, nor do they accept any responsibility for the accuracy or completeness of this announcement or any other document prepared in connection with the Tender Offer.
The Tender and Information Agent for the Tender Offer is:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
[email protected]
Banks and Brokers call: (212) 269-5550
Toll free (U.S. only): (800) 591-8269
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 to Purchase 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 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 to Purchase.
The Dealer Managers for the Tender Offer are: |
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Banco Votorantim Securities |
BB Securities |
Citigroup |
Standard Chartered Bank |
126 East 56th Street |
105-108 Old Broad Street |
390 Greenwich Street, |
One Basinghall Avenue |
9th Floor, Suite 920 |
London EC2N 1ER |
1st Floor |
London EC2V 5DD |
New York, NY 10022 |
United Kingdom |
New York, NY 10013 |
United Kingdom |
United States |
United States |
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Attn.: Operations Department |
Attn.: Syndicate Desk |
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Attn: Debt Capital Markets |
Attn: Liability Management Group |
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Collect: +44 20 7367 5800 |
Collect: +1 (212) 723-6106 |
Collect: +1 (212) 667-0351 |
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Collect: +1 (212) 339-7350 |
US Toll Free: (800) 558-3745 |
SOURCE Banco Votorantim S.A.
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