Banco BTG Pactual S.A. Announces the Commencement of a Consent Solicitation for its 8.750% Perpetual Non-Cumulative Junior Subordinated Notes

SAO PAULO, Jan. 9, 2019 /PRNewswire/ -- Banco BTG Pactual S.A., a sociedade por ações incorporated in the Federative Republic of Brazil (the "Company") hereby announces that it is soliciting (the "Solicitation") the consents (each a "Consent" and, collectively, the "Consents") of holders of record as of 5:00 p.m., New York City time, on January 8, 2019 (such date and time, the "Record Date", and such holders as of the Record Date, each a "Holder" and, collectively, the "Holders") of the Company's 8.750% Perpetual Non-Cumulative Junior Subordinated Notes (144A Note CUSIP: 05952VAA6 and Regulation S Note CUSIP: P0779LAA3) (each a "Note" and, collectively, the "Notes") to enter into a first supplemental indenture governing the Notes (the "First Supplemental Indenture"), which will supplement the indenture dated as of September 18, 2014, among the Company, Deutsche Bank Trust Company Americas, as trustee, registrar, paying agent and transfer agent (the "Trustee"), and Deutsche Bank Luxembourg S.A., as Luxembourg transfer agent and Luxembourg paying agent (the "Indenture"). The Notes are currently listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF market.

As described in more detail in the consent solicitation statement dated January 9, 2019 (the "Solicitation Statement"), the proposed amendments to be made to the terms of the Notes relate to the substitution of the branch through which the Company acts as issuer of the Notes, from the Company's Luxembourg Branch to its Cayman Islands Branch, following which all payments to be made on the Notes will be through the Company's Cayman Islands Branch. Such substitution is being proposed within the context of management's reevaluation of the activities currently undertaken by the Company's Luxembourg Branch and that of its Cayman Islands Branch. The foregoing proposed amendments to the Indenture are collectively referred to herein as the "Proposed Amendments."

The Company is offering participating Holders of Notes the applicable consent fees (the "Consent Fees") set forth in the table below for each $1,000 principal amount of the Notes as to which the Company receives and accepts Consents prior to 5:00 p.m., New York Time, on January 23, 2019 (the "Expiration Date"). Holders must provide Consents to the First Supplemental Indenture in its entirety or not provide a Consent. Assuming satisfaction or waiver of all relevant conditions, acceptance by the Company of the Requisite Consents (as defined below) and execution of the First Supplemental Indenture, the Consent Fees will be paid on the third business day following the Expiration Date. Assuming the Expiration Date is January 23, 2019, the Company expects to pay the Consent Fee to eligible Holders on January 29, 2019. Interest will not accrue on or be payable with respect to the Consent Fees.

Set forth below is certain information regarding the Notes that are subject to the Solicitation:

The Indenture provides that the Company and the Trustee may amend, supplement or modify the Indenture by entering into a supplemental indenture with the Consent of Holders of more than 50% in aggregate principal amount of the Notes outstanding, subject to the terms set forth therein. Accordingly, approval of the First Supplemental Indenture requires receipt of valid unrevoked Consents from Holders at the Record Date of not less than a majority of the outstanding principal amount of Notes (the "Requisite Consents"). In calculating the Requisite Consents in relation to the Solicitation, Notes held by the Company, its subsidiaries and affiliates shall be disregarded. As of the Record Date, there was U.S.$910 million in principal amount of the Notes, of which U.S.$652.3 million was held by the Company or its affiliates and, therefore, which will not be counted for purposes of calculating the Requisite Consents.

The Company intends to execute the First Supplemental Indenture related to the Proposed Amendments as soon as practicable following receipt of the Requisite Consents, whether before, on or after the Expiration Date, at which point it will become binding on the parties thereto. However, the First Supplemental Indenture will only become operative following payment of the Consent Fees and approval of the First Supplemental Indenture by the Central Bank of Brazil (Banco Central do Brasil) (the "Central Bank"), among other customary conditions.

The Central Bank will only review the First Supplemental Indenture once executed, and it is not possible to predict with certainty the time required for the Central Bank to approve the First Supplemental Indenture, if at all. During the Central Bank's review period, prior to the First Supplemental Indenture becoming operative, the terms of the original Indenture will continue to govern the Notes. To the extent the proposed branch substitution contemplated by the Proposed Amendment is not approved by the Central Bank, the First Supplemental Indenture will not become operative and the terms of the original Indenture will continue to prevail. Under no circumstances, however, will eligible Holders be required to return their Consent Fees regardless of any potential negative determination by the Central Bank.

Holders at the Record Date that do not provide valid and unrevoked consents on or prior to the Expiration Date will not receive the Consent Fees. If the Requisite Consents are obtained and the First Supplemental Indenture is executed and becomes effective, all holders of Notes (including Holders that do not deliver a valid and unrevoked Consent) will be bound by the First Supplemental Indenture.

Consents must be electronically delivered in accordance with the Automated Tender Offer Program of The Depository Trust Company. Under no circumstances should any holder deliver any Notes.

This press release does not constitute a solicitation of consents. The Solicitation is being made solely on the terms and subject to the conditions set forth in the Solicitation Statement. The Company may, in its sole discretion, terminate, extend or amend the Solicitation at any time, as described in the Solicitation Statement.

For a detailed statement of the terms and conditions of the Solicitation, Holders should refer to the Solicitation Statement. Questions concerning the terms of the Solicitation should be directed to Banco BTG Pactual at +55 11 3383-2000 or in writing at Praia de Botafogo, 501, 5º e 6º andares, Rio de Janeiro, RJ–22250-040, Brazil. Requests for assistance or for additional copies of the Solicitation Statement or other related documents should be directed to D.F. King & Co., Inc. (the "Information and Tabulation Agent") at (800) 769-4414 (toll-free U.S. only) or (212) 269-5550 (banks and brokers only) or in writing at [email protected] or 48 Wall Street, 22nd Floor, New York, NY 10005.

Important Notice

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities. None of the Company, the Trustee, nor the Information and Tabulation Agent make any recommendation as to whether or not Holders should provide Consents to the First Supplemental Indenture. Holders of Notes should not construe the contents of this press release, the Solicitation Statement or any related materials as legal, business or tax advice. Each recipient should consult its own attorney, business advisor and tax advisor as to legal, business, tax and related matters concerning the Solicitation.

The Solicitation is not being made to, and a Consent will not be accepted from or on behalf of, a Holder in any jurisdiction in which the making of the Solicitation or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Company may in its discretion take such action as it may deem necessary to lawfully make the Solicitation in any such jurisdiction and to extend the Solicitation to any Holder in such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Solicitation to be made by a licensed broker or dealer, the Solicitation will be deemed to be made on behalf of the Company by one or more registered brokers or dealers that are appropriately licensed under the laws of such jurisdiction.

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Exchange Act of 1934, as amended, which statements may be identified by the use of forward-looking terminology, such as "may," "will," "expect," "anticipate," "estimate," "plans" or "continue" or the negative thereof or other variations thereon or comparable terminology referring to future events or results. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in the Solicitation Statement.

About Banco BTG Pactual S.A.

The Company is a Latin American multi-service investment bank, asset manager and wealth manager. In addition, the Company has established a successful global asset management platform, along with strong international investment and distribution capabilities. The Company was founded in 1983 and has operated as a meritocratic partnership since its inception. Currently, the Company has local coverage offices across Latin America, including in Brazil, Chile, Colombia, Mexico and Argentina, and has an international presence focused on distribution of a wide variety of banking products in Latin America and managing global clients' funds in New York and London. Through this platform, the Company provides a comprehensive range of financial services to a Latin American and global client base that includes corporations, institutional investors, governments and high net worth individuals.

SOURCE Banco BTG Pactual S.A.