Banco Mercantil do Brasil S.A. announces the Early Tender Results of, and the extension of the Early Tender Premium for, its Tender Offer for certain of its 9.625% Subordinated Notes due 2020

SÃO PAULO, Oct. 25, 2018 /PRNewswire/ --

BANCO MERCANTIL DO BRASIL S.A.
(a corporation, or sociedade por ações, incorporated in the Federative Republic of Brazil, and acting through its principal office in Brazil)

Announces Early Tender Results of, and the extension of the Early Tender Premium for, its
Offer to Purchase for Cash
Up to U.S.$50,000,000 of Banco Mercantil do Brasil S.A.'s Outstanding 9.625% Subordinated Notes due 2020
(CUSIP: 05961G AA8 and P1400A AA2; ISIN: US05961GAA85 and USP1400AAA27)

Banco Mercantil do Brasil S.A. (the "Bank") hereby announces the early tender results of, and amendments to, its offer to purchase for cash up to U.S.$50,000,000 (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 October 11, 2018 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), which constitutes the Offer (the "Offer"), announced to the market on October 11, 2018.

The Bank hereby announces that on October 24, 2018, at 5:00 p.m. EST (the "Early Tender Deadline"), it had received valid tenders from Holders of U.S.$18,043,000 in principal amount of Notes. The Bank will accept for purchase all Notes validly tendered (and not validly withdrawn or rejected) prior to the Early Tender Deadline (the "Early Accepted Notes").

The Bank further announces that it has decided to amend the payment terms of the Offer so that Holders who validly tender their Notes after the Early Tender Deadline but on or prior to the Expiration Deadline (as defined in the Offer to Purchase) will be eligible to receive, on the Final Settlement Date (as defined in the Offer to Purchase), U.S.$975.00 per U.S.$1,000 principal amount of Notes tendered and accepted for purchase (the "Total Consideration"), plus accrued and unpaid interest from, and including, the last interest payment date to, but not including, the Final Settlement Date.

The Bank further announces that it has decided to postpone the settlement of Early Accepted Notes until the Final Settlement Date, which is currently expected to be on November 9, 2018. In accordance with the Offer to Purchase, if the Offer is oversubscribed at the Expiration Date and the purchase of all Notes validly tendered in the Offer on or prior to the Expiration Deadline would cause the Bank to purchase an aggregate principal amount of Notes in excess of the Tender Cap (as defined below), then the Bank will (assuming satisfaction or, where applicable, the waiver of the conditions to the Offer) accept for purchase on the Final Settlement Date such tendered Notes as follows: (i) first, all Early Accepted Notes, without proration; and (ii) second, all Notes validly tendered after the Early Tender Deadline and on or prior to the Expiration Deadline on a prorated basis such that the Bank purchases the maximum aggregate principal amount of Notes that does not exceed the Tender Cap. All Notes not accepted as a result of prorationing will be rejected and returned to the tendering Holder.

The following table summarizes the material pricing terms for the Offer, as amended hereby: 

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. Goldman Sachs & Co. LLC is acting as Dealer Manager for the Offer (the "Dealer Manager").

THE OFFER TO PURCHASE SHOULD BE READ CAREFULLY BEFORE A DECISION IS MADE WITH RESPECT TO THE OFFER.

NONE OF THIS ANNOUNCEMENT, THE OFFER TO PURCHASE OR ANY OF THE OTHER DOCUMENTS RELATING TO THE OFFER 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 OTHER DOCUMENTS RELATING TO THE OFFER. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

None of the Bank, its board of directors, THE INDENTURE TRUSTEE (AS DEFINED IN THE OFFER TO PURCHASE), the Information Agent, the Tender Agent, the Dealer Manager or any of their respective affiliates makes any recommendation as to whether Holders should tender, or refrain from tendering as to all or any portion of the principal amount of their Notes pursuant to the Offer, NOR SHOULD THE OFFER TO PURCHASE BE CONSTRUED AS INVESTMENT, ACCOUNTING, LEGAL OR TAX ADVICE BY SUCH PARTIES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, ATTORNEYS OR EMPLOYEES. Holders must make their own decisions AND SHOULD CONSULT THEIR OWN ATTORNEYS, ACCOUNTANTS AND OTHER ADVISORS WITH REGARD TO TENDERING NOTES.

If you do not tender your Notes or if you tender Notes that are not accepted for purchase, they will remain outstanding. If the Bank consummates the Offer, the trading market for your outstanding Notes may be significantly more limited. For a discussion of this and other risks, see "Certain Significant Considerations" in the Offer to Purchase.

Neither this announcement nor the Offer to Purchase 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 Offer 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 Offer 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 or the Offer to Purchase nor any purchase of Notes under the Offer shall under any circumstances create any implication that the information contained herein and 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 Dealer Manager may be tendering Notes in connection with the Offer.

Neither this announcement nor the Offer to Purchase 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.

The Tender Agent and Information Agent for the Offer is:

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:

SOURCE Banco Mercantil do Brasil S.A.