Banco Pan Announces a Tender Offer for its 8.50% Subordinated Notes due 2020.

SAO PAULO, May 23, 2016 /PRNewswire/ --

BANCO PAN S.A.
(a corporation (companhia aberta de capital autorizado) incorporated under the laws of the Federative Republic of Brazil)

Offer to Purchase for Cash
Up to U.S.$100,000,000 in aggregate principal amount of
Banco Pan S.A.'s Outstanding 8.50% Subordinated Notes due 2020
(CUSIP: 05965RAB8 and P14996AG0; ISIN: US05965RAB87 and USP14996AG02)

Banco Pan S.A. (the "Bank") hereby announces the commencement of its offer to purchase for cash (the "Tender Offer"), upon the terms and subject to the conditions set forth in the Offer to Purchase (as it may be amended or supplemented from time to time) (the "Offer to Purchase") up to U.S.$100,000,000 in aggregate principal amount of the outstanding Notes (the "Tender Cap") from the Holders, for the consideration described herein.

The "Total Consideration" for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn or rejected) at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer will be U.S.$925.00, which includes an early tender payment equal to U.S.$30.00 (the "Early Tender Payment"). Holders who validly tender Notes after the Early Tender Date but at or prior to the Expiration Date and whose Notes are accepted for purchase will not be entitled to receive the Early Tender Payment and will therefore be entitled to receive, for each U.S.$1,000 principal amount of Notes accepted for purchase, U.S.$895.00 (the "Tender Offer Consideration").

The Total Consideration and the Tender Offer Consideration will be paid together with accrued and unpaid interest on the Notes ("Accrued Interest") from, and including, the last interest payment date on the Notes to, but not including, the Settlement Date (as defined in the Offer to Purchase). All Notes that are (1) not tendered or (2) tendered but not accepted for purchase due to proration or otherwise shall not be purchased by us and shall continue to accrue interest in accordance with the terms of the Notes. All amounts to be paid to Holders in connection with the Tender Offer will be paid by the Bank. Each of the Total Consideration and Tender Offer Consideration, including Accrued Interest, is referred to herein as "Consideration."

(1)     As of the date of the Offer to Purchase, there is U.S.$500.0 million in aggregate principal amount of the Notes issued and outstanding.

(2)     The Tender Offer Consideration is the amount to be paid for each U.S.$1,000 principal amount of the Notes validly tendered after the Early Tender Date and accepted for purchase. In addition, Accrued Interest will be paid.

(3)     The Total Consideration is the amount to be paid for each U.S.$1,000 principal amount of the Notes validly tendered at or prior to the Early Tender Date and accepted for purchase. The Total Consideration includes an Early Tender Payment of U.S.$30.00. In addition, Accrued Interest will be paid.

The Tender Offer will expire at 11:59 p.m., New York City time, on June 20, 2016, unless extended by the Bank (such time and date, as it may be extended, the "Expiration Date"). Holders who validly tender (and do not validly withdraw) their Notes at or prior to 5:00 p.m., New York City time, on June 6, 2016, unless extended by the Bank (such time and date, as it may be extended, the "Early Tender Date"), in the manner described in the Offer to Purchase will be eligible to receive the Total Consideration, which includes the Early Tender Payment, plus Accrued Interest. Holders who validly tender Notes after the Early Tender Date but at or prior to the Expiration Date in the manner described in the Offer to Purchase will not be eligible to receive the Early Tender Payment and will therefore only be eligible to receive the Tender Offer Consideration, plus Accrued Interest. Notes that have been validly tendered pursuant to the Tender Offer may be validly withdrawn prior to the Early Tender Date but not thereafter except as may be required by applicable law (as determined by the Bank).

The Bank's obligation to purchase Notes in the Tender Offer is conditioned on the satisfaction or waiver of certain conditions described in the Offer to Purchase. See "The Tender Offer - Conditions to the Tender Offer."

Subject to the Tender Cap, the Bank intends to accept for purchase on the Settlement Date all Notes validly tendered (and not validly withdrawn or rejected) at or prior to the Expiration Date, and will only prorate such Notes if the aggregate principal amount of Notes validly tendered (and not validly withdrawn or rejected) at or prior to the Expiration Date exceeds the Tender Cap. If Notes are validly tendered (and not validly withdrawn or rejected) in excess of the Tender Cap, such tendered Notes, including those tendered at or prior to the Early Tender Date, will be subject to proration. The Bank reserves the right, but is under no obligation, to increase the Tender Cap at any time, subject to compliance with applicable law, which could result in the Bank purchasing a greater principal amount of Notes in the Tender Offer. There can be no assurance that the Bank will exercise its right to increase the Tender Cap. For a description of the applicable proration procedures, see "The Tender Offer—Proration" in the Offer to Purchase.

Withdrawal rights with respect to tendered Notes will terminate immediately prior to the 5:00 p.m., New York City time, on June 6, 2016, unless extended by the Bank (such date as the same may be extended, the "Withdrawal Deadline"). Accordingly, on the Withdrawal Deadline and thereafter, Notes validly tendered, including Notes tendered prior to the Withdrawal Deadline and Notes tendered on such date or subsequently, may no longer be validly withdrawn except in certain limited circumstances where additional withdrawal rights are required by applicable law (as determined by the Bank).

For a withdrawal of tendered Notes to be valid, such withdrawal must comply with the procedures set forth in "The Tender Offer – How to Tender and Withdraw" in the Offer to Purchase.

Subject to applicable law and the terms set forth in the Offer to Purchase, the Bank reserves the right with respect to the Tender Offer: (1) to waive or modify in whole or in part any and all conditions to either of the Tender Offer; (2) to extend the Tender Offer; (3) to modify or terminate the Tender Offer; and (4) to otherwise amend the Tender Offer in any respect.

In the event that the Tender Offer is terminated or otherwise not completed, the applicable Consideration and Accrued Interest will not be paid or become payable to the Holders of such Notes who have tendered their Notes and such Notes shall be returned promptly to their respective Holders.

The Notes are denominated, and accordingly may only be tendered in the Tender Offer, in minimum principal amounts of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof. Any tender of Notes, the proration of which would otherwise result in a return of Notes to a tendering Holder in a principal amount below the minimum denomination, may be rejected in full or accepted in full in the Bank's sole discretion.

NEITHER THE OFFER TO PURCHASE NOR ANY OF THE OTHER DOCUMENTS RELATING TO THE TENDER 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 THIS TENDER OFFER OR ANY OF THE OTHER DOCUMENTS RELATING TO THE TENDER OFFER. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

None of the Bank, its board of directors, the Trustee, the Tender and Information Agent, the Dealer Managers 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 Tender Offer. Holders must make their own decisions with regard to tendering Notes and no one has been authorized by any of them to make such a recommendation.

Any questions or requests for assistance or for additional copies of the Offer to Purchase may be directed to the Tender and Information Agent at one of its telephone numbers presented herein. A Holder (or a beneficial owner that is not a Holder) may also contact the Dealer Managers at their telephone numbers set forth herein, or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.

This announcement is not an offer to purchase or the solicitation of an offer to sell the Notes. The Tender Offer for the Notes is only being made pursuant to the Offer to Purchase. Holders of the Notes should read the Offer to Purchase carefully prior to making any decision with respect to the Tender Offer because it contains important information. 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.

This announcement has been issued by and is the sole responsibility of the Bank. In accordance with normal practice, the Dealer Managers express no opinion on the merits of the Tender Offer, nor do they accept any responsibility for the accuracy or completeness of this announcement or any other document prepared in connection with the Tender Offer.

The Tender and Information Agent for the Tender Offer is:

D.F. King & Co., Inc.
48 Wall Street, 22^nd Floor
New York, NY 10005
[email protected]

Banks and Brokers call: (212) 269-5550
Toll free (U.S. only): (877) 283-0321

By Facsimile:
(For Eligible Institutions only):
(212) 709-3328

Confirmation:
(212) 232-3325

Attention: Peter Aymar

Any questions or requests for assistance or for additional copies of the Offer to Purchase may be directed to the Tender and 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 Managers at their telephone numbers set forth below or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer to Purchase.

The Dealer Managers for the Tender Offer are:

SOURCE Banco Pan S.A.