Banco do Brasil S.A. Announces the Commencement of An Offer to Purchase up to $1,000,000,000 aggregate purchase price of the 9.000% Perpetual Non-Cumulative Junior Subordinated Notes issued by Banco do Brasil S.A., acting through its Grand Cayman Branch

BRASILIA, Brazil, Oct. 4, 2023 /PRNewswire/ -- Banco do Brasil S.A., organized as a sociedade de economia mista and accordingly a sociedade por ações incorporated under the laws of the Federative Republic of Brazil, acting through its Grand Cayman branch (the "Bank"), hereby announces the commencement of its offer to purchase for cash up to $1,000,000,000 aggregate purchase price (excluding Accrued Interest (as defined below)) of the Bank's Outstanding 9.000% Perpetual Non-Cumulative Junior Subordinated Notes (CUSIP: 05958A AL2 and P3772W AF9; ISIN: US05958AAL26 and USP3772WAF97) (the "Notes") (the "Tender Offer"), upon the terms and subject to the conditions described in the Offer to Purchase dated October 4, 2023 (as it may be amended or supplemented from time to time, the "Offer to Purchase"). Terms not defined herein have the meaning ascribed to them in the Offer to Purchase.

The table below summarizes certain payment terms of the Tender Offer:

As used herein, the "Tender Cap" is the maximum aggregate purchase price of $1,000,000,000 (subject to increase by the Bank) corresponding to the aggregate Tender Offer Consideration and the aggregate Total Consideration, excluding Accrued Interest, payable by the Bank for Notes pursuant to the terms of the Tender Offer. 

The Tender Offer will expire at 5:00 p.m., New York City time, on November 2, 2023, unless extended or earlier terminated (such date and time, including as it may be extended or earlier terminated, the "Expiration Deadline").  Holders must validly tender their Notes at or prior to 5:00 p.m., New York City time, on October 18, 2023 (such date and time, as it may be extended or earlier terminated, the "Early Tender Deadline") to be eligible to receive the Total Consideration for such Notes (which includes the Early Tender Premium).  Holders who validly tender their Notes after the Early Tender Deadline must tender their Notes at or prior to the Expiration Deadline to be eligible to receive the Tender Offer Consideration for such Notes (which does not include the Early Tender Premium). Holders tendering their Notes will also receive accrued interest in respect of their purchased Notes from (and including) the immediately preceding interest payment date for the Notes up to, but excluding, the Early Settlement Date or the Final Settlement Date, as applicable (the "Accrued Interest").

The Total Consideration and the Tender Offer Consideration will be payable in cash.  Tendered Notes may be validly withdrawn from the Tender Offer at or prior to, but not after, 5:00 p.m., New York City time, on October 18, 2023 (such date and time, as it may be extended, the "Withdrawal Deadline"), except as described in the Offer to Purchase or as required by applicable law. Withdrawal rights with respect to the Notes will terminate on the Withdrawal Deadline, unless extended pursuant to applicable law.  Accordingly, following the Withdrawal Deadline, any Notes validly tendered (whether before, on or after the Withdrawal Deadline) may no longer be validly withdrawn.  For the withdrawal of a tendered Note to be valid, such withdrawal must comply with the procedures set forth in the Offer to Purchase.

Notwithstanding any other provision of the Tender Offer, the Bank's obligation to accept for purchase, and to pay for, any Notes validly tendered pursuant to the Tender Offer, is conditioned upon the satisfaction or waiver of the General Conditions (as defined in the Offer to Purchase). The General Conditions to the Tender Offer are for the sole benefit of the Bank and may be asserted by the Bank, regardless of the circumstances giving rise to any such condition (including any action or inaction by the Bank). The Bank reserves the right, in its sole discretion, to waive all General Conditions of the Tender Offer at or prior to the Expiration Deadline.  The Tender Offer is not subject to a minimum principal amount of Notes being tendered.

The purpose of the Tender Offer is to increase the efficiency of the Bank's capital structure and reduce its interest expense.

The Tender Offer is subject to the Tender Cap.  The Bank reserves the right, but is under no obligation, to increase the Tender Cap at any time, subject to compliance with applicable law and regulatory approval, as needed, which could result in the Bank purchasing a greater aggregate principal amount of Notes in the Tender Offer. There can be no assurance that the Bank will increase the Tender Cap. If the Bank increases the Tender Cap, it does not expect to extend the Withdrawal Deadline, subject to applicable law. The purchase by the Bank of up to $1,000,000,000 aggregate principal amount of Notes has been approved by the Central Bank of Brazil (Banco Central do Brasil) (the "Central Bank"). To the extent the aggregate principal amount of Notes to be purchased by the Bank in the Tender Offer exceeds the principal amount approved by the Central Bank, such additional amount must be subject to a new authorization by the Central Bank. In addition, any increase in the Tender Cap such that the aggregate principal amount of Notes to be purchased by the Bank exceeds the amount approved by the Central Bank must be subject to a new authorization by the Central Bank.

If the Tender Offer is fully subscribed as of the Early Tender Deadline pursuant to the application of the Tender Cap, Holders who validly tender Notes after the Early Tender Deadline will not have any of their Notes accepted for purchase, provided that such Notes may be accepted for purchase if the Bank increases the Tender Cap, which the Bank is entitled to do, but gives no assurance it will. Any Notes tendered pursuant to the Tender Offer that are not accepted and purchased by the Bank as a result of the operation of the proration provisions applicable to the Tender Offer shall be promptly returned to the relevant tendering Holders following the Expiration Deadline.

No tenders will be valid if submitted after the Expiration Deadline.

If a Nominee holds Notes, such Nominee may have an earlier deadline for accepting the offer. Holders should promptly contact such Nominee that holds such Notes to determine its deadline. 

There is no letter of transmittal for the Tender Offer.

Upon the terms and subject to the conditions of the Tender Offer, the settlement date for the Tender Offer will occur promptly after the Expiration Deadline (the "Final Settlement Date"). The Final Settlement Date is expected to be November 6, 2023 unless extended by the Bank (at its sole option), which is the second business day following the Expiration Deadline. For Notes that have been validly tendered at or prior to the Early Tender Deadline and not subsequently validly withdrawn and that are accepted for purchase, settlement may occur at any point following the Early Tender Deadline and before the Expiration Deadline (the "Early Settlement Date" and the Final Settlement Date each being a "Settlement Date"). If the Bank elects to have an early settlement, the Early Settlement Date will be determined at the Bank's sole discretion and is currently expected to occur two business days following the Early Tender Deadline, subject to all conditions to the Tender Offer having been either satisfied or waived by the Bank.  The date of each of the Settlement Dates may change without notice.

Subject to applicable law and the terms set forth in the Offer to Purchase, the Bank reserves the right with respect to the Tender Offer: (i) to extend or otherwise amend the Early Tender Deadline or the Expiration Deadline, (ii) to increase the Tender Cap without extending the applicable Withdrawal Deadline or otherwise reinstating withdrawal rights of Holders except as required by law; (iii) to waive or modify in whole or in part any and all General Conditions to the Tender Offer; (iv) to modify or terminate the Tender Offer; and (v) to otherwise amend the Tender Offer in any respect.  In the event of the termination of the Tender Offer, the Notes tendered pursuant to the Tender Offer and not previously accepted and purchased will be promptly returned to the tendering Holders.

If Notes are validly tendered and accepted for purchase, Holders will be giving up all of their rights as a Holder of those Notes, including, without limitation, right to future interest or cash distributions and principal payments with respect to such Notes. Notes not tendered, or tendered but not accepted for purchase, in the Tender Offer will remain outstanding. The terms and conditions governing the Notes, including the covenants and other protective provisions contained in the agreements and terms and conditions governing the Notes, will remain unchanged. For a discussion of this and other risks, see "Certain Significant Considerations" in the Offer to Purchase.

THE OFFER TO PURCHASE CONTAINS CERTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER, IN PARTICULAR, SEE "CERTAIN SIGNIFICANT CONSIDERATIONS" IN THE OFFER TO PURCHASE FOR A DISCUSSION OF CERTAIN FACTORS HOLDERS SHOULD CONSIDER IN CONNECTION WITH THE TENDER OFFER.

THE OFFER TO PURCHASE HAS NOT 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. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

NONE OF THE BANK, THE BANK'S BOARD OF DIRECTORS, THE DEALER MANAGERS (AS DEFINED BELOW), THE TENDER AND INFORMATION AGENT (AS DEFINED BELOW) WITH RESPECT TO THE NOTES OR ANY OF THEIR RESPECTIVE AFFILIATES IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER ANY NOTES IN RESPONSE TO THE TENDER OFFER. HOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO PARTICIPATE IN THE TENDER OFFER, AND, IF SO, THE PRINCIPAL AMOUNT OF NOTES TO TENDER.

The Offer to Purchase does not constitute an offer to buy or the solicitation of an offer to sell Notes in any jurisdiction in which, or to or from any person to or from whom, such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer shall be deemed to be made by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. If the Bank becomes aware of any jurisdiction in which the making of the Tender Offer would not be in compliance with applicable laws, the Bank will make a good faith effort to comply with any such laws. If, after such good faith effort, the Bank cannot comply with any such laws, the Tender Offer will not be made to (nor will tenders of Notes be accepted from or on behalf of) the owners of Notes residing in such jurisdiction. Neither the delivery of this announcement, the Offer to Purchase nor any purchase of Notes shall, under any circumstances, create any implication that there has been no change in the Bank or its affiliates' affairs since the date hereof, or that the information included 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 in the Bank's affairs since the date hereof or thereof.

The Offer to Purchase does not constitute an offer to sell any securities or the solicitation of an offer to buy any securities (other than the Notes).  Any offering of securities will only be made by an offering document and any such offering may not be registered with the U.S. Securities and Exchange Commission.

D. F. King & Co., Inc. is acting as the tender agent and as the information agent (the "Tender and Information Agent") for the Tender Offer. UBS Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as Dealer Managers (the "Dealer Managers") for the Tender Offer.

Any questions or requests for assistance or for additional copies of the Offer to Purchase may be directed to the Tender and Information Agent at one of its telephone numbers above.  A Holder (or a beneficial owner that is not a Holder) may also contact any of the Dealer Managers at their telephone numbers set forth below or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer to Purchase.

SOURCE Banco do Brasil S.A.