BELO HORIZONTE, Brazil, July 14, 2015 /PRNewswire/ -- Banco Mercantil do Brasil S.A. (the "Bank") hereby announces the expiration of the Offer and that it has elected to change the Settlement Date (as defined in the Offer to Purchase) with respect to certain of its outstanding 9.625% Subordinated Notes due 2020 (CUSIP: 05961G AA8 and P1400A AA2; ISIN: US05961GAA85 and USP1400AAA27) (the "Notes") tendered prior to the Early Tender Date, but not accepted for purchase on the Early Settlement Date (as defined below). Such election is made in connection with the Bank's offer to purchase for cash up to U.S.$30,000,000 (the "Tender Cap") of 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.
By June 26, 2015, at 5:00 p.m. EST (the "Early Tender Date"), the Bank had received valid tenders from Holders of U.S.$67,093,000 in principal amount of Notes in accordance with the Offer Documents, the Bank exercised its option to increase the Tender Cap from U.S.$30,000,000 to U.S.$35,564,000.00. Pursuant to the Offer Documents, in case of oversubscription, validly tendered Notes may be accepted for purchase on a prorated basis up to the amount of the Tender Cap. Accordingly, Notes tendered prior to the Early Tender Date that were accepted by the Bank were purchased on June 30, 2015 (the "Early Settlement Date") on a pro-rata basis in the aggregate amount of U.S.$35,564,000.00, resulting in an amount of U.S.$31,529,000 Notes that were early tendered, but not early settled due to the subscription above the Tender Cap and oversubscription beyond the increased Tender Cap.
On June 29, 2015, in accordance with the terms of the Offer Documents the Bank announced 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 but not purchased on the Early Settlement Date due to the proration. Notes tendered after the Early Tender Date will not be accepted for purchase. As of today, the Central Bank has not issued its approval needed for such purchases. The final Settlement Date for the Offer is July 15, 2015 and the Bank has the right to extend the Settlement Date in its sole discretion. Accordingly, the Bank is hereby extending the Settlement Date until August 3, 2015 for the purpose of obtaining Central Bank approval to purchase the remainder of the early tendered Notes. This extension relates solely to the portion of the Notes that were early tendered, but not purchased, due to oversubscription above the Tender Cap and oversubscription beyond the increased Tender Cap. The Bank hereby announces that it elects to change the Settlement Date with respect to such Notes to the earlier of (i) two Business Days (as defined in the Offer to Purchase) after the announcement by the Bank of the receipt of Central Bank approval with respect to the purchase of Notes that were early tendered, but not purchased, and (ii) August 3, 2015. The Bank reserves the right to further extend the Settlement Date without prejudice. In addition, the Bank reserves its right to not accept any such Notes for purchase 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 but not purchased on the Early Settlement Date.
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
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.