Federative Republic Of Brazil Announces Pricing Of Its Offering Of 5.000% Global Bonds Due 2045 And Preliminary Results Of Tender Offer

BRASILIA, Brazil, July 23, 2014 /PRNewswire/ --

New Bonds Offering

The Federative Republic of Brazil ("Brazil") announced today that it has priced a global offering for cash (the "New Bonds Offering") of approximately U.S.$ 3,500,000,000 aggregate principal amount of its 5.000% Global Bonds due 2045 (the "New Bonds").  Approximately U.S.$2.0 billion aggregate principal amount of New Bonds to be issued and sold in the New Bonds Offering were allocated to holders who validly tendered their Bonds (as defined below) during the Tender Period (as defined below) and whose orders were accepted for New Bonds in the New Bonds Offering.  The closing of the New Bonds Offering is expected to occur on Friday, August 1, 2014.  Brazil will announce at or around 7:30 a.m., New York City time on Thursday, July 24, 2014, the final amount of the New Bonds to be issued.  Deutsche Bank Securities Inc., Itau BBA USA Securities, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated served as underwriters for the New Bonds Offering.

The New Bonds Offering was made only by means of a preliminary prospectus supplement and accompanying base prospectus.  Copies of the preliminary prospectus supplement, the final prospectus supplement (when filed) and the related prospectus for the New Bonds Offering may be obtained by contacting: Deutsche Bank Securities Inc., by calling 1 (855) 287-1922 (U.S. toll free); by contacting Itau BBA USA Securities, Inc. by calling 1 (888) 770-4828 (U.S. toll free); or by contacting Merrill Lynch, Pierce, Fenner & Smith Incorporated by calling 1 (800) 294-1322 (U.S. toll free).

Application will be made to have the New Bonds listed on the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange.

Tender Offer

Brazil also announced today that, pursuant to its offer (the "Offer") to purchase for cash the bonds listed in the table below (collectively the "Bonds"), subject to the terms and conditions contained in the Offer to Purchase, dated July 23, 2014 (the "Offer to Purchase"), the Offer expired on July 23, 2014 at 12:00 p.m. New York City time for holders who did not submit an Indication of Interest, and at 4:00 p.m. New York City time on that same day for holders outside of Asia who did submit an Indication of Interest.  Holders in Asia may continue to submit Tender Orders until 11:59 p.m., New York City time on July 23, 2014, as provided for in the Offer to Purchase. All capitalized terms used but not defined under the heading "Tender Offer" in this communication have the respective meanings specified in the Offer to Purchase.

In accordance with the Offer to Purchase, the purchase price to be paid for each U.S.$1,000 principal amount of each series of the Bonds validly tendered and accepted pursuant to the Offer will be as specified in the table below.  The purchase prices set forth below were calculated in accordance with the methodology announced by Brazil in the Offer to Purchase.

¹  Each series of Bonds is admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange.
²  These amounts include Bonds that may be held by institutions and companies controlled by the Brazilian Federal Government that have not been cancelled.

Brazil is making the Offer only in those jurisdictions where it is legal to do so.

The Offer is subject to Brazil's right, at its sole discretion and subject to applicable law, to terminate, withdraw, or amend the Offer at any time. Each of Brazil, the Billing and Delivering Bank and the Dealer Managers reserves the right, in the sole discretion of each of them, not to accept tenders for any reason.

Brazil has retained Deutsche Bank Securities Inc., Itau BBA USA Securities, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated to act as Dealer Managers for the Offer. Deutsche Bank Securities Inc. has been appointed Billing and Delivering Bank. Questions regarding the Offer may be directed to the Dealer Managers using the following information:

Requests for the Offer to Purchase should be directed to the Information Agent, Bondholder Communications Group, at (212) 809-2663 or +1 (888) 385-2663 (U.S. toll-free). Materials may also be obtained at http://www.bondcom.com/frb.  

Brazil has filed a registration statement (including the preliminary pricing supplement, prospectus supplement and the prospectus) with the SEC for the issuance of the New Bonds.  Before you invest, you should read the prospectus in that registration statement and other documents Brazil has filed with the SEC for more complete information about Brazil and such New Bonds Offering.  You may get these documents for free by visiting EDGAR on the SEC website at http://www.sec.gov.  Alternatively, the Dealer Managers or the Information Agent will arrange to send you the preliminary pricing supplement, the prospectus supplement and the prospectus if you request it by calling any one of them at the numbers specified above.

Important Notice

The distribution of materials relating to the New Bonds Offering and the Offer and the transactions contemplated by the Offer may be restricted by law in certain jurisdictions.  The Offer is void in all jurisdictions where it is prohibited.  If materials relating to the Offer come into your possession, you are required by Brazil to inform yourself of and to observe all of these restrictions.  The materials relating to the Offer, including this communication, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law.  If a jurisdiction requires that the Offer be made by a licensed broker or dealer and a Dealer Manager or any affiliate of a Dealer Manager is a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made by the Dealer Manager or such affiliate on behalf of Brazil in that jurisdiction.  Owners who may lawfully participate in the Offer in accordance with the terms thereof are referred to as "holders."

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any sale of the securities referenced in this communication in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.  Securities may not be offered or sold in the United States absent registration or an exemption from registration, and any public offering of securities to be made in the United States will be made by means of a prospectus.

United Kingdom:  Neither the communication of this announcement nor any other offer materials relating to the Offer has been approved by an authorized person for the purposes of Section 21 of the UK Financial Services and Markets Act 2000.  This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Articles 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

SOURCE Federative Republic of Brazil