Banco BTG Pactual S.A. Announces the Expiration of the Tender Offer for its 8.750% Perpetual Non-Cumulative Junior Subordinated Notes
Banco BTG Pactual S.A. a sociedade por ações incorporated in the Federative Republic of Brazil (acting through its Luxembourg branch)
SÃO PAULO, Dec. 4, 2017 /PRNewswire/ -- Banco BTG Pactual S.A., a sociedade por ações incorporated under the laws of the Federative Republic of Brazil (the "Bank"), acting through its Luxembourg branch, hereby announces the expiration of its previously announced offer to purchase for cash (the "Tender Offer") up to U.S.$390,000,000.00 aggregate principal amount (the "Maximum Tender Amount") of its 8.750% Perpetual Non-Cumulative Junior Subordinated Notes (the "Notes"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 1, 2017 (the "Offer to Purchase") and its accompanying Letter of Transmittal, dated November 1, 2017 (together with the Offer to Purchase, the "Tender Offer Documents").
The Tender Offer launched on November 1, 2017 and expired on the previously announced expiration date and time of 11:59 p.m., New York City time, on December 1, 2017 (the "Expiration Date"). As of the Expiration Date, a total of U.S.$497,912,000 aggregate principal amount of Notes had been validly tendered by registered holders of the Notes (the "Holders") and not validly withdrawn or rejected in the Tender Offer, representing 38.30% of the aggregate principal amount of the Notes. Withdrawal rights for the Notes expired at 11:59 p.m., New York City time, on December 1, 2017.
The Bank expects to accept for purchase on December 6, 2017 (the "Settlement Date"), on a pro rata basis, all Notes that were validly tendered and not validly withdrawn or rejected up to the Maximum Tender Amount, applying a proration ratio as to each tendering Holder equal to the ratio of the Maximum Tender Amount to the full amount of Notes validly tendered and not validly withdrawn or rejected, with further adjustments upward to avoid purchases of Notes in a principal amount less than their minimum authorized denominations.
Notes held by the Bank or by its affiliates (excluding any Notes that are held by the Bank in custody for other Holders) are not considered to be "outstanding" for purposes of the indenture governing the Notes, but were nevertheless eligible for tender pursuant to the Tender Offer, and were counted for purposes of calculating the Maximum Tender Amount as well the proration ratio to be applied on the Settlement Date, in the same manner as Notes held by parties unaffiliated with the Bank, as more fully described in the Tender Offer Documents.
Following the Settlement Date, U.S.$910,000,000 in aggregate principal amount of the Notes are expected to remain available for trading on the Luxembourg Stock Exchange's Euro MTF market, of which U.S.$231,946,000 in aggregate principal amount of the Notes are expected to be deemed "outstanding" for purposes of the indenture governing the Notes. Holders who have not tendered their Notes at or prior to the Expiration Date, or whose Notes have not been accepted in the Tender Offer (by virtue of applicable proration or otherwise), will continue to hold their Notes. For a description of certain consequences to Holders who have not tendered their Notes or whose Notes were not accepted for purchase, see "Certain Significant Considerations—The Tender Offer may adversely affect the market value and reduce the liquidity of any trading market of the Note" in the Offer to Purchase. The Bank will have no obligation to offer to purchase any remaining Notes in the future, and any decisions by the Bank as to whether to redeem or repurchase any remaining Notes in the future will be made on an economic basis and in compliance with the Bank's legal and regulatory obligations.
This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Notes. Neither the delivery of this announcement, the Tender Offer Documents nor any purchase pursuant to the Tender Offer shall under any circumstances create any implication that the information contained in this announcement or the Offer to Purchase is correct as of any time subsequent to the date hereof or thereof or that there has been no change in the information set forth herein or therein or in the Bank's affairs since the date hereof or thereof.
Neither the Offer to Purchase nor any of the Tender Offer Documents 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 the Offer to Purchase or any of the Tender Offer 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 tender and information agent for the Tender Offer or the trustee for the Notes or any of their respective affiliates have made any recommendation as to whether Holders should tender any Notes in response to the Tender Offer. Holders were encouraged to make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender.
This press release contains forward-looking statements that are identified by terms and phrases such as "anticipate," "believe," "intend," "estimate," "expect," "continue," "should," "could," "may," "plan," "project," "predict," "will" and similar expressions and are mainly based on the Bank's current expectations and estimates of future events that affect or may affect the Tender Offer, all of which are subject to several risks and uncertainties that may change from time to time. It's impossible for the Bank to predict how forward-looking statements may be affected by such risks and uncertainties, and the Bank does not have any duty to, and does not intend to, update or revise the forward-looking statements in this press release, whether as a result of new information, future developments or otherwise.
Any questions or requests for assistance or for additional copies of the Tender Offer Documents may be directed to DF King & Co., Inc., the tender and information agent for the Tender Offer, at its telephone number set forth below.
D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
Banks and Brokers: +1 (212) 269-5550
Toll free (U.S. only): +1 (866) 796-3419
By Facsimile (For Eligible Institutions only): +1 (212) 709-3328
Confirmation: +1 (212) 269-5552
Attention: Andrew Beck
Copies of the Offer to Purchase, the other Tender Offer Documents and all press releases issued in connection with the Tender Offer will also be available, until the Settlement Date, at www.dfking.com/btgpactual. A Holder (or a beneficial owner that is not a Holder) may also contact the Bank at its telephone number set forth below or its nominee for assistance concerning the Offer Documents.
Banco BTG Pactual
(acting through its Luxembourg branch):
Praia de Botafogo, 501, 5th and 6th floors,
Rio de Janeiro, RJ–22250-040, Brazil
+55 21 3262-9717
SOURCE Banco BTG Pactual S.A.
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