2014

Federative Republic of Brazil Announces Pricing Of Its Offering Of 4.25% Global Bonds Due 2025 And Preliminary Results Of Tender Offer

BRASILIA, Brazil, Oct. 23, 2013 /PRNewswire/ --

New Bonds Offering

The Federative Republic of Brazil ("Brazil") announced today that it has priced a global offering for cash (the "New Bonds Offering") of approximately U.S.$3.2 billion aggregate principal amount of its 4.25% Global Bonds due 2025 (the "New Bonds") at 5.30 p.m., New York City time. Approximately U.S.$1.7 billion aggregate principal amount of New Bonds to be issued and sold in the New Bonds Offering were allocated to holders who validly tendered their Bonds (as defined below) during the U.S. Tender Period (as defined below) and whose orders were accepted for New Bonds in the New Bonds Offering. The closing of the New Bonds Offering is expected to occur on Friday, November 1, 2013. Brazil will announce the final amount issued of the New Bonds at or around 7:30 a.m., New York City time on Thursday, October 24, 2013.

Banco Bradesco BBI S.A., Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc. served as underwriters for the New Bonds Offering. Bradesco Securities Inc. will act as agent of Banco Bradesco BBI S.A. for sales of the New Bonds in the United States. Banco Bradesco BBI S.A. is not a broker-dealer registered with the Securities and Exchange Commission, and therefore may not make sales of any New Bonds in the United States to U.S. persons. Banco Bradesco BBI S.A. and Bradesco Securities Inc. are affiliates of Banco Bradesco S.A.

The New Bonds Offering was made only by means of a preliminary prospectus supplement and accompanying base prospectus. Copies of the preliminary prospectus supplement, the final prospectus supplement (when filed) and the related prospectus for the New Bonds Offering may be obtained by contacting: Banco Bradesco BBI S.A. by calling +1 (646) 432-6642, Deutsche Bank Securities Inc., by calling 1 (800) 627-0391 (U.S. toll free); or by contacting HSBC Securities (USA) Inc. by calling 1 (888) HSBC-4LM (U.S. toll free).

Application will be made to have the New Bonds listed on the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange.

Tender Offer

Brazil also announced today that, pursuant to its offer (the "Offer") to purchase for cash the bonds listed in the table below (collectively the "Bonds"), subject to the terms and conditions contained in the Offer to Purchase, dated October 23, 2013 (the "Offer to Purchase"), the U.S. Tender Period expired as scheduled at 4:00 p.m., New York City time, on October 23, 2013. Holders in Asia may continue to submit Tender Orders until 11:59 p.m., New York City time on October 23, 2013, as provided for in the Offer to Purchase. All capitalized terms used but not defined under the heading "Tender Offer" in this communication have the respective meanings specified in the Offer to Purchase.

In accordance with the Offer to Purchase, the purchase price to be paid for each U.S.$1,000 principal amount of each series of the Bonds validly tendered and accepted pursuant to the Offer will be as specified in the table below. The purchase prices set forth below were calculated in accordance with the methodology announced by Brazil in the Offer to Purchase.

Bonds (1)

ISIN

Outstanding Aggregate
Principal Amount as of
October 21, 2013 (2) (3)

Purchase Price
(per U.S.$1,000)

6.000% Global Bonds due 2017

US105756BM14

U.S.$2,505,537,000

U.S.$1,125.48

5.875% Global Bonds due 2019

US105756BQ28

U.S.$2,300,000,000

U.S.$1,154.96

8.875% Global Bonds due 2019

US105756BE97

U.S.$1,085,785,000

U.S.$1,339.11

12.750% Global Bonds due 2020

US105756AK66

U.S.$372,887,000

U.S.$1,559.80

8.875% Global Bonds due 2024

US105756AR10

U.S.$1,747,013,000

U.S.$1,407.59

8.875% Global Bonds due 2024

US105756AZ36

U.S.$664,249,000

U.S.$1,407.59

8.750% Global Bonds due 2025

US105756BF62

U.S.$1,647,489,000

U.S.$1,407.67

10.125% Global Bonds due 2027

US105756AE07

U.S.$1,650,163,000

U.S.$1,580.16

12.250% Global Bonds due 2030

US105756AL40

U.S.$617,597,000

U.S.$1,757.76





1 Each series of Bonds is admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange.

2 These amounts include Bonds that may be held by institutions and companies controlled by the Brazilian Federal Government that have not been cancelled.

3 On October 21, 2013, Brazil acquired U.S.$869,214,000 of its 10.125% Global Bonds due 2027 in a private transaction, which is scheduled to settle on October 24, 2013. The outstanding aggregate principal amount for the 10.125% Global Bonds due 2027 included above is presented net of that transaction.

Brazil is making the Offer only in those jurisdictions where it is legal to do so.

The Offer is subject to Brazil's right, at its sole discretion and subject to applicable law, to terminate, withdraw, or amend the Offer at any time. Each of Brazil, the Billing and Delivering Bank and the Dealer Managers reserves the right, in the sole discretion of each of them, not to accept tenders for any reason.

Brazil has retained Deutsche Bank Securities Inc. and HSBC (Securities) USA Inc. to act as Dealer Managers for the Offer. Deutsche Bank Securities Inc. has been appointed Billing and Delivering Bank. Questions regarding the Offer may be directed to the Dealer Managers using the following information:

Deutsche Bank Securities Inc.
Attention:  Liability Management Group

In the United States, call toll free: +1-855-287-1922

Outside the United States, call collect: +1-212-250-7527

In Asia: +65 6423 5934

e-mail: US_Liability_Strategies_Team@list.db.com 

HSBC Securities (USA) Inc.
Attention:  Global Liability Management Group

In the United States, call toll free: +1-888-HSBC-4LM
Outside the United States, call collect: +1-212-525-5552

In Asia: +852 2822 4100

e-mail: liability.management@hsbcib.com 

Requests for the Offer to Purchase should be directed to the Information Agent, Bondholder Communications Group, at (212) 809-2663 or +1 (888) 385-2663 (U.S. toll-free). Materials may also be obtained at http://www.bondcom.com/frb.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any sale of the securities referenced in this communication in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration, and any public offering of securities to be made in the United States will be made by means of a prospectus.

United Kingdom: Neither the communication of this announcement nor any other offer materials relating to the Offer has been approved by an authorized person for the purposes of Section 21 of the UK Financial Services and Markets Act 2000. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Articles 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

SOURCE Federative Republic of Brazil



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