Banco BTG Pactual S.A. Announces the Receipt of Requisite Consents and Expiration of the Consent Solicitation

SAO PAULO, Jan. 24, 2019 /PRNewswire/ -- Banco BTG Pactual S.A., a sociedade por ações incorporated in the Federative Republic of Brazil (the "Company") hereby announces that it has received the Requisite Consents (as defined below) in its previously announced consent solicitation (the "Solicitation") to amend the indenture (the "Indenture") governing the Company's 8.750% Perpetual Non-Cumulative Junior Subordinated Notes (144A Note CUSIP: 05952VAA6 and Regulation S Note CUSIP: P0779LAA3) (the "Notes") pursuant to the terms contained in the consent solicitation statement dated January 9, 2019 (the "Solicitation Statement").

As described in more detail in the Solicitation Statement, the Company conducted the Solicitation to facilitate 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. Such substitution was proposed in the context of management's reevaluation of the activities currently undertaken by each branch. The Company will remain the ultimate obligor under the Notes, with the only change being through which branch it is acting in such capacity.

The Solicitation expired at 5:00 p.m., New York Time, on January 23, 2019 (the "Expiration Date"). As of the Expiration Date, the Company was advised by D.F. King & Co., Inc. (the "Information and Tabulation Agent") that it had received valid, unrevoked consents from eligible holders of a majority of the outstanding principal amount of Notes (the "Requisite Consents"), excluding for such purposes Notes held by the Company and its affiliates. Holders of Notes may no longer revoke consents.

Upon the terms and subject to the conditions set forth in the Solicitation Statement, the Company will make a cash payment of $0.10 per $1,000 in aggregate principal amount of Notes (the "Consent Fees") held by each holder who validly delivered, and did not validly revoke, consents prior to the Expiration Date. The Company expects to make payment of the Consent Fee on January 29, 2019.  Interest will not accrue on or be payable with respect to the Consent Fees.

The Company, having now received the Requisite Consents, intends to execute as soon as practicable a supplemental indenture giving effect to the proposed amendments described in the Solicitation Statement (the "First Supplemental Indenture") pursuant to which the issuer of the Notes will become the Company, acting through its Cayman Islands Branch. The First Supplemental Indenture binds all holders of the Notes, including those that did not provide consent, though non-consenting holders will not receive the Consent Fee.

While the First Supplemental Indenture will become binding on the parties once executed, the First Supplemental Indenture will only become operative following 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 First Supplemental Indenture 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.

The Company intends to notify holders of the Notes upon receipt of Central Bank approval and the First Supplemental Indenture becoming operative.

For a detailed statement of the terms and conditions of the Solicitation and the First Supplemental Indenture, holders of Notes should refer to the Solicitation Statement. Questions concerning the terms of the Solicitation, payment of Consent Fees or in relation to the First Supplemental Indenture 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 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. This announcement must be read in conjunction with the Solicitation Statement. None of the Company, the Trustee, nor the Information and Tabulation Agent made any recommendation as to whether or not holders of Notes 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 of Notes 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. 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.