SAO PAULO, Sept. 12, 2019 /PRNewswire/ -- Banco do Brasil S.A., acting through its Grand Cayman branch (the "Company") hereby announces that it has received the Requisite Consents (as defined below) in its previously announced consent solicitation in respect of the Notes (as defined below) (the "Solicitation") to amend the indenture (the "Indenture") governing the Company's 3.875% Senior Notes due 2022 (CUSIP: 05958A AJ7; ISIN: US05958AAJ79) (the "Notes") pursuant to the terms contained in the consent solicitation statement in respect of the Notes dated August 26, 2019 (the "Solicitation Statement").
As described in more detail in the Solicitation Statement, the Company conducted the Solicitation to amend an event of default contained in the Indenture that would be triggered if Banco do Brasil S.A. ceased to be owned as to at least 51% of its voting share capital by the Government of Brazil so that the event of default would only be triggered if the Government of Brazil ceases to own at least 50% plus one share of Banco do Brasil S.A.'s voting share capital (each such amendment, the "Proposed Amendment"). The Proposed Amendment aligns the terms of the Indenture with certain of the Company's other outstanding U.S. dollar-denominated bonds issued in the international capital markets containing such provisions.
The Solicitation expired at 5:00 p.m., New York Time, on September 11, 2019 (the "Expiration Deadline"). As of the Expiration Deadline, 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 greater than a majority in aggregate principal amount of the outstanding Notes as of the Record Date (as defined in the Solicitation Statement) (the "Requisite Consents"). Holders of Notes may no longer revoke consents.
Accordingly, pursuant to the terms of set forth in the Solicitation Statement, a supplemental indenture was entered into on September 11, 2019 in order to implement the Proposed Amendments (the "Second Supplemental Indenture"). The Proposed Amendments will not become operative unless and until the Company has (i) paid the Consent Fee (as defined below) to each holder of the Notes entitled thereto, and (ii) confirmed to the trustee under the Indenture (the "Trustee") in writing that the Consent Fee has so been paid. Upon the satisfaction of the such conditions, all holders of the Notes will be bound by the terms of the Second Supplemental Indenture, even if they did not deliver consents to the Proposed Amendment.
Upon the terms and subject to the conditions set forth in the Solicitation Statement, the Company will make a payment of US$2.50 in cash for each US$1,000 principal amount of such Notes (the "Consent Fee") held by each holder who validly delivered, and did not validly revoke, consents prior to the Expiration Deadline. The Company expects to make the payment of the Consent Fee no later than five business days following the Expiration Deadline. Interest will not accrue on or be payable with respect to the Consent Fee. No consent payment will be payable with respect to any consents received after the Expiration Deadline or to holders of Notes who did not deliver a valid and unrevoked consent at or prior to the Expiration Deadline.
Questions concerning the terms of the Solicitation, payment of the Consent Fee or in relation to the Second Supplemental Indenture should be directed to the Information and Tabulation Agent at D.F. King & Co., Inc., +1-800-829-6554 (toll-free U.S. only) or +1-212-269-5550 (banks and brokers only) or in writing at firstname.lastname@example.org or at 48 Wall Street, 22nd Floor, New York, NY 10005.
As announced in its press release dated as of August 26, 2019, the Company is concurrently soliciting consents to certain amendments from holders of its 6.000% Notes due 2020 (the "Concurrent Consent Solicitation"). The Concurrent Consent Solicitation will expire at 5:00 p.m., New York City time, on September 16, 2019. Questions concerning the Concurrent Consent Solicitation can also be directed to D.F. King & Co. Inc. using the details set forth in the paragraph above.
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 have provided consents in connection with the Solicitation. 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 was not made to, and consent were not 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 have been made on behalf of the Company by one or more registered brokers or dealers that are appropriately licensed under the laws of such jurisdiction.
SOURCE Banco do Brasil S.A.