BELO HORIZONTE, Brazil, July 21, 2015 /PRNewswire/ -- Banco Mercantil do Brasil S.A. (the "Bank") hereby announces that it has received the approval from the Brazilian Central Bank (Banco Central do Brasil) (the "Central Bank") to purchase the Oversubscribed Notes (as defined herein) with respect to certain of its outstanding 9.625% Subordinated Notes due 2020 (CUSIP: 05961GAA8 and P1400AAA2; ISIN: US05961GAA85 and USP1400AAA27) (the "Notes"). This announcement is 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 of Notes that were early tendered, but not early settled due to the subscription above the Tender Cap and oversubscription beyond the increased Tender Cap (the "Oversubscribed Notes").
On June 29, 2015, in accordance with the terms of the Offer Documents, the Bank announced that it was seeking approval from the Central Bank to purchase the Oversubscribed Notes. Pursuant to official letters dated as of June 11, 2015 and July 17, 2015, the Central Bank approved the purchase of the Oversubscribed Notes by the Bank.
The Settlement Date with respect to the Oversubscribed Notes will be on July 23, 2015, which is two Business Days (as defined in the Offer to Purchase) from the date hereof.
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.