Banco do Brasil S.A. Announces the Final Tender Results of the 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, Nov. 3, 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 final tender results 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 Tender Offer expired at 5:00 p.m., New York City time, on November 2, 2023 (the "Expiration Deadline").

The Bank hereby announces that $1,850,000 aggregate principal amount of Notes were validly tendered by registered holders of the Notes (individually, a "Holder" and collectively, the "Holders") after the Early Tender Deadline and at or before the Expiration Deadline. Pursuant to the terms and conditions of the Offer to Purchase, all valid tenders will be accepted in full with no proration of Notes.  The final settlement date on which the Bank will make payment for Notes accepted in the Tender Offer is expected to be November 6, 2023 (the "Final Settlement Date").

The Tender Offer Consideration for each $1,000 principal amount of Notes validly tendered after the Early Tender Deadline but at or before the Expiration Deadline and accepted for purchase will be $983.75. Holders of the Notes accepted for purchase on the Final Settlement Date will also receive accrued and unpaid interest in respect of their purchased Notes from (and including) the immediately preceding interest payment date for the Notes up to, but excluding, the Final Settlement Date ("Accrued Interest"). The total cash payment to purchase the accepted Notes on the Final Settlement Date will be $1,819,937.50, excluding Accrued Interest. 

Following the completion and settlement of the Tender Offer the outstanding principal amount of the Notes will be $1,371,338,000, which represents approximately 64.69% of the principal amount of Notes that was outstanding immediately prior to commencement of the Tender Offer as of October 4, 2023. Notes which have not been validly tendered and accepted for purchase pursuant to the Tender Offer will remain outstanding.

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 MADE ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER ANY NOTES IN RESPONSE TO THE TENDER OFFER. HOLDERS WERE REQUIRED TO MAKE THEIR OWN DECISION AS TO WHETHER TO PARTICIPATE IN THE TENDER OFFER, AND, IF SO, THE PRINCIPAL AMOUNT OF NOTES TO TENDER.

Neither this announcement nor the Offer to Purchase constitutes 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. 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.

Neither this announcement nor the Offer to Purchase constitutes 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. acted 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 acted as Dealer Managers (the "Dealer Managers") for the Tender Offer.

The Tender and Information Agent for the Tender Offer was:

SOURCE Banco do Brasil S.A.