BELO HORIZONTE, Brazil, June 29, 2015 /PRNewswire/ -- Banco Mercantil do Brasil S.A. (the "Bank") hereby announces the results of its offer to purchase for cash up to U.S.$30,000,000 (the "Tender Cap") of its outstanding 9.625% Subordinated Notes due 2020 (CUSIP: 05961G AA8 and P1400A AA2; ISIN: US05961GAA85 and USP1400AAA27) (the "Notes"), from holders thereof (each, a "Holder" and collectively, the "Holders"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 15, 2015 (the "Offer to Purchase") and in the related Letter of Transmittal dated June 15, 2015 (the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents"), which together constitute the Offer (the "Offer"), announced to the market on June 15, 2015.
The Bank hereby announces that on June 26, 2015, at 5:00 p.m. EST (the "Early Tender Date"), it had received valid tenders from Holders of U.S.$67,093,000 in principal amount of Notes. Pursuant to the Offer Documents, in case of oversubscription, validly tendered Notes will be accepted for purchase on a prorated basis up to the amount of the Tender Cap. In accordance with the Offer Documents, the Bank has exercised its option to increase the Tender Cap from U.S.$30,000,000 to U.S.$35,564,000.00. After giving effect to the increase in the Tender Cap, Notes will be accepted for purchase in the proportion of 53.14% of the principal amount of Notes validly tendered by each Holder prior to the Early Tender Date. Pursuant to the Offer to Purchase, tendered Notes that would have resulted in a minimum denomination below U.S.$100,000 after proration were rejected in their entirety. The Total Consideration (as defined in the Offer to Purchase) payable under the Offer for Notes validly tendered prior to the Early Tender Date is U.S.$30,799,608.87. The Notes accepted for purchase on the Early Settlement Date (as defined in the Offer to Purchase) represent 14.23% of the principal amount outstanding of Notes as of June 15, 2015.
In accordance with the Offer Documents, the Early Settlement Date for Notes validly tendered and accepted for purchase will be on June 30, 2015.
The Bank further announces that it is seeking approval from the Brazilian Central Bank (Banco Central do Brasil) (the "Central Bank") to purchase the remainder of the Notes validly tendered as of the Early Tender Date and will release an announcement in the event the Bank decides to repurchase such Notes, which decision is subject to market conditions and Central Bank approval. Purchases of Notes will be limited to those tendered prior to the Early Tender Date not purchased on the Early Settlement Date. No Notes validly tendered prior to the Early Tender Period that are not purchased on the Early Settlement Date will be purchased absent Central Bank approval.
D. F. King & Co., Inc. is acting as the tender agent (in such capacity, the "Tender Agent") and as the information agent (in such capacity, the "Information Agent") for the Offer. HSBC Securities (USA) Inc. is acting as Dealer Manager for the Offer (the "Dealer Manager").
This press release does not constitute an offer to sell any securities or the solicitation of an offer to buy any securities, nor does it constitute an offer to purchase securities 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.
The Tender Agent and Information Agent for the Offer is:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers call: +1 (212) 269-5550
All others call toll free (U.S. only): +1 (800) 398-1247
Email: [email protected]
By Facsimile Transmission:
(for Eligible Institutions only)
+1 (212) 709-3328
For Confirmation: +1 (212) 493-6940
Any questions or requests for assistance or for additional copies of the Offer to Purchase may be directed to the Information Agent at one of its telephone numbers above. A Holder (or a beneficial owner that is not a Holder) may also contact the Dealer Manager at its telephone number set forth below or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.
The Dealer Manager for the Offer is:
HSBC Securities (USA) Inc.
452 Fifth Avenue
New York, New York 10018
Attn: Global Liability
Toll Free: +1 (888) HSBC-4LM
Collect: +1 (212) 525-5552
The Offer to Purchase and the Letter of Transmittal shall be available online at www.dfking.com/bancomercantil until the termination of the Offer.
SOURCE Banco Mercantil do Brasil S.A.