Federative Republic of Brazil Launches Offer To Purchase

BRASILIA, Brazil, April 18, 2012 /PRNewswire/ -- The Republic of Brazil ("Brazil") announced today that, pursuant to its offer (the "Offer") to purchase dated April 17, 2012, the Initial Tender Period with respect to the bonds referred to below (the "Bonds") expired as scheduled at 4:00 p.m., New York City time, on April 18, 2012. In accordance with the Offer to Purchase, Brazil in its sole discretion is increasing the Maximum Purchase Amount applicable to the Offer to R$1,674 million. Brazil has determined that the aggregate Purchase Price of Initial Tender Orders have exceeded the Maximum Purchase Amount and that proration of the Initial Tender Orders will occur, as described below.  Capitalized terms used but not defined in this notice are as defined in the Offer to Purchase.    

The aggregate principal amount of each series of Bonds that has been accepted  is:

Bonds*

ISIN

Aggregate Principal

Amount of Tendered

 Bonds Accepted

12.50% Global BRL Bonds due 2016 ("2016 Bonds")

US105756BJ84

   R$543,777,000

12.50% Global BRL Bonds due 2022 ("2022 Bonds")

 US105756BL31

   R$783,589,000


* Each series of Bonds is admitted to trading on the Euro MTF market and the regulated market of the Luxembourg Stock Exchange

The Maximum Purchase Amount is R$1,674 millionBrazil will accept all valid Initial Tender Orders that are Preferred Tenders.  The remainder will not be subject to acceptance and settlement under the Offer.  Appropriate adjustments will be made so that purchases will be made in integral multiples of U.S.$1,000.

The Tender Period has now expired and there will be no Subsequent Tender Period. 

Holders whose tendered Bonds have been accepted will be paid the Purchase Price in U.S. dollars.  The Exchange Rate applicable to all accepted tenders shall be R$1.86125 per U.S. dollar, which is the same exchange rate applicable to the pricing on April 17, 2012 of Brazil's 8.50% Global BRL Bonds due 2024.         

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 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 Goldman, Sachs & Co. and HSBC to act as dealer managers for the Offer.  Questions regarding the Offer may be directed to Goldman, Sachs & Co. at +1 (800) 828-3182 (U.S. toll free) or +44 20 7774 4799 (London), and HSBC at +1 (888) 472-2456 (U.S. toll-free) or +44 20 7992 6237(London).

Requests for the Offer to Purchase should be directed to the Information Agent, D.F. King & Co., Inc., at, for banks and brokers, (212) 269-5550 (call collect), and for all others toll-free at   (800) 488-8035. Materials may also be obtained at http://www.dfking.com/brazil.

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:  This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to 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.

Luxembourg: This document does not constitute an offer to buy or a solicitation of an offer to sell any securities, including the New Bonds, in Luxembourg. New Bonds may not be offered to the public in Luxembourg, except in the following circumstances: at any time

            (a) to qualified investors which,

                        (i) prior to the implementation in Luxembourg of directive 2010/73/EU amending the Prospectus Directive (the "PD Amendment Directive") shall, inter alia, refer to:

                                    (x) legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

                                    (y) at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts.

                        (ii) after the implementation in Luxembourg of the PD Amendment Directive shall refer to persons or entities that are described in points (1) to (4) of Section I of Annex II to Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on Markets in Financial Instruments, and those who are treated on request as professional clients in accordance with Annex II to Directive 2004/39/EC, or recognized as eligible counterparties in accordance with Article 24 of Directive 2004/39/EC unless they have requested that they be treated as non-professional clients.

            (b) prior to the implementation in Luxembourg of the PD Amendment Directive, to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) which number shall be increased to 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) after the implementation in Luxembourg of the PD Amendment Directive; or

            (c) at any time in any other circumstances which do not require the publication by (c) the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of New Bonds to the public" in relation to any New Bonds in Luxembourg means the communication in any form and by any means of sufficient information on the terms of the offer and the New Bonds to be offered so as to enable an investor to decide to purchase the New Bonds, as defined in the Law of 10 July 2005 on prospectuses for securities and implementing the Prospectus Directive or any variation thereof or amendment thereto.

SOURCE Federative Republic of Brazil



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