Banco do Brasil S.A. Announces the Early Tender Results of the Tender Offers for certain of its Perpetual and Senior Notes and the Increase of the Tender Offer Consideration for the 9.250% Notes

Nov 25, 2015, 08:27 ET from Banco do Brasil S.A.

SAO PAULO, Nov. 25, 2015 /PRNewswire/ --

BANCO DO BRASIL S.A.
(acting through its Grand Cayman branch)
(a bank organized as a sociedade de economia mista and accordingly
 a sociedade anonima incorporated under the laws of the Federative Republic of Brazil)

Offers to Purchase for Cash Up to U.S.$600,000,000 Aggregate Principal Amount
of the Outstanding Notes Set Forth Below
Subject to the Tender Caps and Priorities Set Forth in the Offer Documents

Banco do Brasil S.A., acting through its Grand Cayman branch, a bank organized as a sociedade de economia mista and accordingly a sociedade anonima incorporated under the laws of the Federative Republic of Brazil (the "Bank"), hereby announces the early tender results of its offers to purchase for cash up to U.S.$600,000,000 aggregate principal amount (subject to increase by the Bank, the "Aggregate Maximum Tender Amount") of its outstanding 9.000% Perpetual Non-Cumulative Junior Subordinated Notes (CUSIP: 05958A AL2 and P3772W AF9; ISIN: US05958AAL26 and USP3772WAF97) (the "9.000% Notes"), 9.250% Perpetual Non-Cumulative Junior Subordinated Notes (CUSIP: 05958A AG3 and P3772W AC6; ISIN: US05958AAG31 and USP3772WAC66) (the "9.250% Notes"), and 3.875% Senior Notes due 2022 (CUSIP: 05958A AJ7; ISIN: US05958AAJ79) (the "3.875% Notes" and, together with the 9.000% Notes and the 9.250% Notes, the "Notes," and each series, a "series of Notes"), upon the terms and subject to the conditions described in the Offer to Purchase dated November 10, 2015 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and the accompanying Letter of Transmittal dated November 10, 2015 (as it may be amended or supplemented from time to time, the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents"), announced to the market on November 10, 2015.  The Bank refers to the offers to purchase the Notes as the "Tender Offers," and each individual offer as a "Tender Offer." 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 November 24, 2015, 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.$504,177,000 in principal amount of 9.000% Notes (which exceeds the Tender Cap applicable to the 9.000% Notes), U.S.$73,057,000 in principal amount of 9.250% Notes, and U.S.$572,084,000 in principal amount of 3.875% Notes (which exceeds the Tender Cap applicable to the 3.875% Notes).

The Bank hereby announces that it is amending the terms of the Tender Offer in relation to the 9.250% Notes so that the Tender Offer Consideration payable with respect to the 9.250% Notes tendered after the Early Tender Date and before the Expiration Date is equal to the Total Consideration that is payable in respect of tenders of 9.250% Notes tendered at or prior to the Early Tender Date (i.e. U.S.$ 777.50 per U.S.$1,000 principal amount of 9.250% Notes). Therefore, all 9.250% Notes purchased by the Bank in the Tender Offer in relation to the 9.250% Notes will have the same purchase price per U.S.$1,000 principal amount of 9.250% Notes. For the avoidance of doubt, pursuant to the terms set forth in the Offer to Purchase, acceptance of tenders of the 9.250% Notes may be subject to proration if the aggregate principal amount for the 9.250% Notes validly tendered and not validly withdrawn would cause either the Tender Cap in relation to the 9.250% Notes or the Aggregate Maximum Tender Amount to be exceeded.

Withdrawal rights for the Tender Offers have expired and have not been extended.

The Notes accepted for purchase on the Early Settlement Date (as defined below) will be accepted in accordance with their Acceptance Priority Levels set forth in the Offer to Purchase (with 1 being the highest Acceptance Priority Level and 3 being the lowest Acceptance Priority Level), provided that the Bank will only accept for purchase Notes in an aggregate principal amount up to the Aggregate Maximum Tender Amount. Each series of Notes is subject to a limit on the aggregate principal amount of Notes of that series that will be purchased in the Tender Offers (each such aggregate principal amount, subject to increase by the Bank, a "Tender Cap"). The 9.000% Notes are subject to a Tender Cap of U.S.$300,000,000 aggregate principal amount (which was exceeded on the Early Tender Date applicable to the 9.000% Notes), the 9.250% Notes are subject to a Tender Cap of U.S.$300,000,000 aggregate principal amount and the 3.875% Notes are subject to a Tender Cap of U.S.$100,000,000 aggregate principal amount (which was exceeded on the Early Tender Date applicable to the 3.875% Notes).

In accordance with the Offer Documents, the Early Settlement Date for Notes validly tendered on or prior to the Early Tender Date and accepted for purchase shall be on November 30, 2015 (the "Early Settlement Date"). 

Pursuant to the Offer Documents, the Bank hereby announces that validly tendered (and not validly withdrawn or rejected) 9.000% Notes will be accepted for purchase on the Early Settlement Date on a prorated basis up to the amount of the applicable Tender Cap. Pursuant to the Offer Documents, tendered 9.000% Notes that would have resulted in a minimum denomination below U.S.$200,000 after proration were accepted in their entirety. The 9.000% Notes accepted for purchase on the Early Settlement Date represent approximately 12.1% of the principal amount outstanding of 9.000% Notes as of November 10, 2015. In accordance with the Offer Documents, as the Tender Cap has been reached in respect of tenders made on or prior to the Early Tender Date with respect to the 9.000% Notes, no 9.000% 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 Aggregate Maximum Tender Amount and/or any or all Tender Caps at any time, as referred to below).

The Bank hereby announces that it will accept for purchase on the Early Settlement Date all 9.250% Notes validly tendered (and not validly withdrawn or rejected) prior to the Early Tender Date. The accepted 9.250% Notes represent 4.17% of the principal amount outstanding of 9.250% Notes as of November 10, 2015.

In addition, pursuant to the Offer Documents, the Bank hereby announces that validly tendered (and not validly withdrawn or rejected) 3.875% Notes will be accepted for purchase on the Early Settlement Date on a prorated basis up to the amount of the applicable Tender Cap. Pursuant to the Offer Documents, tendered 3.875% Notes that would have resulted in a minimum denomination below U.S.$200,000 after proration were accepted in their entirety. The 3.875% Notes accepted for purchase on the Early Settlement Date (as defined below) represent approximately 5.2% of the principal amount outstanding of 3.875% Notes as of November 10, 2015. In accordance with the Offer Documents, as the Tender Cap has been reached in respect of tenders made on or prior to the Early Tender Date with respect to the 3.875% Notes, no 3.875% 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 Aggregate Maximum Tender Amount and/or any or all Tender Caps at any time, 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 applicable to the series of Notes and accepted for purchase pursuant to the Tender Offers will receive the applicable Tender Offer Consideration plus the applicable Early Tender Premium.

The Bank reserves the right, but is under no obligation, to increase the Aggregate Maximum Tender Amount and/or any or all Tender Caps 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 Offers. There can be no assurance that the Bank will increase the Aggregate Maximum Tender Amount and/or any or all Tender Caps.

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

NEITHER THE OFFER TO PURCHASE NOR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFERS 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 OFFERS. 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 TRUSTEES 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 OFFERS. HOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO PARTICIPATE IN THE TENDER OFFERS, 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 Offers 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 Offers 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 Offers 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 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 Offers. BB Securities Ltd., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, are acting as Dealer Managers (the "Dealer Managers") for the Tender Offers.

The Tender and Information Agent for the Tender Offers is:

D.F. King & Co., Inc.

In New York.
48 Wall Street

22nd Floor

New York, NY 10005

Banks and Brokers: (212) 269-5550
Toll free (U.S. only): (800) 591-8269

In London:

125 Wood Street

London EC2V 7AN

United Kingdom

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

 

bb@dfking.com

By Facsimile (For Eligible Institutions only): (212) 709-3328
Confirmation: (212) 493-6940
Attention: Krystal Scrudato

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. 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 Offers are:

BB Securities Ltd.

Operations Department
4th Floor – Pinners Hall
105-108 Old Broad Street
London EC2N 1ER
United Kingdom
Collect: +44 (20) 7367-5800

Citigroup Global Markets Inc.

Liability Management Group
390 Greenwich Street, 1st Floor
New York, NY 10013
United States
US Toll-Free: (800) 558-3745
Collect: +1 (212) 723-6106

J.P. Morgan Securities LLC

Latin America
Debt Capital Markets
383 Madison Avenue

New York, NY 10179
United States
US Toll-Free: (866) 846-2874
Collect: +1 (212) 834-7279

 

 

SOURCE Banco do Brasil S.A.