SAO PAULO, June 24, 2016 /PRNewswire/ --
BANCO DO BRASIL S.A.
(acting through its Cayman Islands branch)
(a bank organized as a sociedade de economia mista and accordingly
a sociedade por ações incorporated under the laws of the Federative Republic of Brazil)
Offer to Purchase for Cash Up to U.S.$200,000,000 Aggregate Principal Amount
of its Outstanding 9.250% Perpetual Non-Cumulative Junior Subordinated Securities
Banco do Brasil S.A., acting through its Cayman Islands branch, a bank organized as a sociedade de economia mista and accordingly a sociedade por ações incorporated under the laws of the Federative Republic of Brazil (the "Bank"), hereby announces the early tender results of its offer to purchase for cash up to U.S.$200,000,000 aggregate principal amount (subject to increase by the Bank in its sole discretion under the circumstances described in the Offer to Purchase (as defined below), the "Maximum Tender Amount") of its outstanding 9.250% Perpetual Non-Cumulative Junior Subordinated Securities (CUSIP: 05958A AG3 and P3772W AC6, and ISIN: US05958AAG31 and USP3772WAC66) (the "Notes"), upon the terms and subject to the conditions described in the Offer to Purchase dated June 10, 2016 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), the accompanying Letter of Transmittal dated June 10, 2016 (as it may be amended or supplemented from time to time, the "Letter of Transmittal" and, together with the Offer to Purchase and the Soliciting Dealer Form (as defined in the Offer to Purchase), the "Offer Documents"). Capitalized terms used in this announcement, but not defined herein, shall have the meanings given to such terms in the Offer to Purchase.
The Bank hereby announces that, as of June 23, 2016, at 5:00 p.m. New York City time (which was the Early Tender Date), it had received valid tenders from the registered holders of the Notes (individually, a "Holder" and collectively, the "Holders") of U.S.$217,285,000 in principal amount of the Notes (which exceeds the Maximum Tender Amount).
Withdrawal rights for the Tender Offer have expired and have not been extended.
Pursuant to the Offer Documents, the Bank hereby announces that it has elected to have an Early Settlement Date and that Notes validly tendered on or prior to the Early Tender Date (and not validly withdrawn prior to the Withdrawal Deadline or rejected) will be accepted for purchase on June 27, 2016 (the "Early Settlement Date") on a prorated basis up to the amount of the Maximum Tender Amount. Pursuant to the Offer Documents, tenders of Notes that would have resulted in a minimum denomination below U.S.$200,000 after proration were accepted in their entirety. Accordingly, U.S.$199,900,000 in principal amount of the Notes are to be accepted for purchase on the Early Settlement Date, which represents approximately 12.5% of the principal amount outstanding of Notes that was outstanding immediately prior to commencement of the Tender Offer as of June 10, 2016. In accordance with the Offer Documents, as the Maximum Tender Amount has been reached in respect of tenders of Notes made on or prior to the Early Tender Date, no Notes that are validly tendered after the Early Tender Date will be accepted for purchase (subject to the right of the Bank to increase the Maximum Tender Amount at any time in accordance with the Offer Documents, as referred to below).
In accordance with the Offer Documents, Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer will receive the Tender Offer Consideration plus the Early Tender Premium.
The Bank reserves the right, but is under no obligation, to increase the Maximum Tender Amount at any time, subject to compliance with applicable law, 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 Maximum Tender Amount.
The section "Certain Tax Considerations—Certain United States Federal Income Tax Consequences of the Offer to Purchase" is hereby amended by the additions below to include a summary of certain U.S. federal income tax consequences to Non-U.S. holders (as defined below) of the receipt of the Early Tender Premium and the tender of the Notes pursuant to the Tender Offer.
"As used herein, the term "Non-U.S. Holder" means a beneficial owner of a Note that is neither a U.S. Holder nor an entity treated as a partnership for U.S. federal income tax purposes.
Additionally, the term "Non-U.S. Holder" does not include any of the following holders: "controlled foreign corporations," "passive foreign investment companies," corporations that accumulate earnings to avoid United States federal income tax, Non-U.S. Holders who are an individual present in the United States for 183 days or more in the taxable year of disposition and who are not otherwise a resident of the United States for U.S. federal income tax purposes, or Non-U.S. Holders for whom income or gain in respect of the Notes is effectively connected with the conduct of a trade or business in the United States.
THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR GENERAL INFORMATION ONLY. ALL NON-U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF PARTICIPATING IN THE TENDER OFFER, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.
Subject to the discussions below concerning backup withholding, a Non-U.S. Holder will not be subject to U.S. federal income tax on payments received in redemption of the tendered Notes from Banco do Brasil, including the receipt of the Early Tender Premium and accrued and unpaid interest payments.
If the Notes are held by a Non-U.S. Holder through a non-U.S. (and non-U.S. related) broker or financial institution, backup withholding and related information reporting generally will not be required. Information reporting, and possibly backup withholding, may apply to payments received with respect to the Notes if the Notes are held by a Non-U.S. holder through a U.S. (or U.S. related) broker or financial institution and the Non-U.S. Holder fails to provide appropriate information or otherwise establish an exemption. Each Non-U.S. Holder can establish an exemption from information reporting and backup withholding by providing an IRS Form W-8BEN, W-8BEN-E or other Form W-8 appropriate to the Non-U.S. Holder's circumstances."
THE OFFER DOCUMENTS CONTAIN 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.
NEITHER THE OFFER TO PURCHASE NOR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFER 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 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 DEALER MANAGERS (AS DEFINED BELOW), THE TENDER AND INFORMATION AGENT OR THE TRUSTEE (AS DEFINED IN THE OFFER TO PURCHASE) 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 purchase the Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities or "blue sky" laws. 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 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.
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 an offer to buy the Notes in accordance with the Offer Documents). 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. BB Securities Ltd., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as Dealer Managers (the "Dealer Managers") for the Tender Offer.
The Tender and Information Agent for the Tender Offer is:
D.F. King & Co., Inc.
In New York.
New York, NY 10005
Banks and Brokers: (212) 269-5550
125 Wood Street
London EC2V 7AN
Telephone: +44 20 7920 9700
In Hong Kong:
Suite 1601, 16/F, Central Tower
28 Queen's Road Central
Central Hong Kong
Telephone: +852 3953 7230
By Facsimile (For Eligible Institutions only): (212) 709-3328
Confirmation: (212) 232-3235
Attention: Peter Aymar
Any questions or requests for assistance or for additional copies of the Offer Documents may be directed to the Tender and Information Agent at one of its telephone numbers above. Copies of the Offer to Purchase, the related Letter of Transmittal, the Soliciting Dealer Form and all press releases issued in connection with the Tender Offer will also be available, during the period of the Tender Offer, at www.dfking.com/bb. 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 Documents.
The Dealer Managers for the Tender Offer are:
BB Securities Ltd.
Merrill Lynch, Pierce, Fenner & Smith
Debt Advisory Group
Citigroup Global Markets Inc.
Liability Management Group
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/banco-do-brasil-sa-announces-the-early-tender-results-of-the-tender-offer-for-its-9250-perpetual-non-cumulative-junior-subordinated-securities-300289849.html
SOURCE Banco do Brasil S.A.