BR Properties Announces Early Results Of Tender Offer

SAO PAULO, Feb. 3, 2016 /PRNewswire/ -- BR Properties S.A. ("BR Properties") today announced the preliminary results of its previously announced cash tender offer (the "Tender Offer") to purchase up to an aggregate amount of U.S.$100 million (such amount, as the same may be increased in the sole discretion of BR Properties, the "Maximum Tender Amount") of the outstanding U.S.$285 million aggregate principal amount of its 9.00% Perpetual Notes (the "Notes"). The terms and conditions of the Tender Offer are described in BR Properties' Offer to Purchase (the "Offer to Purchase") and the related Letter of Transmittal, each dated as of January 20, 2016.

According to information provided by the Information and Tender Agent for the Tender Offer, U.S.$177,549,000 aggregate principal amount of the Notes were validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on February 2, 2016 (the "Early Tender Date").

Since the aggregate principal amount of the Notes validly tendered (and not validly withdrawn) in the Tender Offer at or prior to the Early Tender Date exceeded the Maximum Tender Amount, we will accept for purchase an amount of Notes equal to the Maximum Tender Amount subject to proration as described below, and expect to pay holders of such Notes accepted for purchase, on February 5, 2016, or as soon as practicable thereafter, the Total Consideration (as defined below) with respect to such Notes accepted for purchase.

In order to determine proration for the Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date, we will determine that portion of such holder's tendered Notes that is equal to (i) the total amount of such tendered Notes multiplied by (ii) a fraction, the numerator of which would be equal to the Maximum Tender Amount and the denominator of which would be equal to the total principal amount of the Notes tendered (and not validly withdrawn) pursuant to the Tender Offer at or prior to the Early Tender Date, rounded downward to the nearest U.S.$1,000 principal amount.

Because the Tender Offer was fully subscribed as of the Early Tender Date, holders who validly tender Notes after the Early Tender Date will not have any of their Notes accepted for purchase unless we increase the Maximum Tender Amount, which we are entitled to do in our sole discretion without granting withdrawal rights.  If we increase the Maximum Tender Amount, holders of the Notes who tender Notes after the Early Tender Date but at or prior to the Expiration Date (as defined below) and whose Notes are accepted for purchase will not be entitled to receive the Early Participation Payment (as defined below) and will therefore be entitled to receive, for each U.S.$1,000 principal amount of Notes tendered, U.S.$822.50, which is an amount equal to the Total Consideration less the Early Participation Payment.

Subject to the Maximum Tender Amount and the other terms and conditions described in the Offer to Purchase and the Letter of Transmittal, the Tender Offer will expire, unless earlier terminated by BR Properties in its sole discretion, at 11:59 p.m., New York City time, on February 17, 2016, unless extended by BR Properties (such time and date, as the same may be extended, the "Expiration Date"). Holders of the Notes who validly tendered their Notes at or prior to the Early Tender Date and did not validly withdraw such Notes, will be eligible to receive the Total Consideration (as defined below), which includes the Early Participation Payment (as defined below).

The "Total Consideration" for each U.S.$1,000 principal amount of the Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer will be U.S.$852.50. The Total Consideration includes an early participation payment equal to U.S.$30.00 for each U.S.$1,000 principal amount of the Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer (the "Early Participation Payment"). In addition to the applicable consideration, accrued and unpaid interest on the purchased Notes will be paid from the last interest payment date to, but not including, the applicable settlement date for such purchased Notes. The settlement dates for the Tender Offer will follow three business days after the Early Tender Date and Expiration Date, respectively.

Tendered Notes may not be withdrawn from the Tender Offer after 5:00 p.m., New York City time, on February 2, 2016, except in the limited circumstances described in the Offer to Purchase.

The Dealer Managers for the Tender Offer are Bradesco BBI and J.P. Morgan. Questions regarding the Tender Offer may be directed to Bradesco BBI at (212) 888-9145 (collect); or J.P. Morgan at (866) 834-2874 (toll free) or (212) 834-7279 (collect).

Copies of the Offer to Purchase and the Letter of Transmittal have been provided to holders of the Notes. Additional copies of the Offer to Purchase or the Letter of Transmittal may be obtained from the Information and Tender Agent, D.F. King & Co., Inc., at (212) 269-5550, toll free at (877) 478-5046, or by e-mail at [email protected].

BR Properties' obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions set forth in the Offer to Purchase and the related Letter of Transmittal. If any of the conditions are not satisfied, BR Properties will not be obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, in each event subject to applicable laws and may terminate the Tender Offer. In addition, subject to applicable law, BR Properties reserves the right, in its sole discretion, (i) to extend, terminate or withdraw the Tender Offer at any time, (ii) to amend the Tender Offer in any respect at any time and from time to time, or (iii) not to accept any tenders of Notes for any reason. The Tender Offer is not conditioned on the tender of a minimum principal amount of Notes.

BR Properties further expressly reserves the absolute right, in its sole discretion, from time to time to purchase any Notes that remain outstanding after the Expiration Date through open market or privately negotiated transactions, one or more additional tender offers or otherwise, on terms that may differ from those of the Tender Offer and could be for cash or other consideration, or to exercise any of our rights under the indenture governing the Notes.

About BR Properties
BR Properties is one of the main commercial real estate investment companies in Brazil. The Company is focused on acquiring, leasing, managing, developing and selling commercial properties, including office space, industrial warehouses and retail locations, located in Brazil's main metropolitan areas, especially São Paulo and Rio de Janeiro. BR Properties seeks to acquire strategically located commercial properties that have strong profitability and appreciation potential. BR Properties derives lease revenue though specialized, dynamic and proactive property management and adds value to its properties through improvements, expansion of leasable area, and occupation costs reduction.

Certain Information Regarding the Tender Offer
The information in this press release describing the Tender Offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Notes in the Tender Offer or any other security of BR Properties. The Tender Offer is being made only pursuant to the Offer to Purchase and the related materials that BR Properties will distribute to holders of the Notes. The Tender Offer is not being made in any jurisdiction in which the making of or acceptance thereof would not be in compliance with the securities laws, blue sky laws or other laws of such jurisdiction. Holders of the Notes should read the Offer to Purchase and the related materials carefully because they contain important information, including the various terms and conditions of the Tender Offer. None of BR Properties, the Dealer Managers or the Information and Tender Agent make any recommendation as to whether holders should tender or refrain from tendering their Notes.  Holders must make their own decision as to whether to tender notes and, if so, the principal amount of the Notes to tender.

The Tender Offer has not been, and will not be, registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários - CVM). The Tender Offer will not be made in Brazil, except in circumstances that do not constitute a public offering under Brazilian laws and regulations.

Important Notice Regarding Forward-Looking Statements
This press release contains certain forward-looking statements. Statements that are not historical facts, including statements about our perspectives and expectations, are forward looking statements. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions, when related to BR Properties and its subsidiaries, indicate forward-looking statements. These statements reflect the current view of management and are subject to various risks and uncertainties. These statements are based on various assumptions and factors, including general economic, market, industry and operational factors. Any changes to these assumptions or factors may lead to practical results different from current expectations. Excessive reliance should not be placed on those statements. Forward-looking statements relate only to the date they were made and BR Properties undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

SOURCE BR Properties S.A.