Banco do Brasil Announces Extension Of The Total Exchange Price With Respect To Its Previously-Announced Exchange Offer

SAO PAULO, Oct. 7, 2014 /PRNewswire/ -- Banco do Brasil S.A., acting through its Grand Cayman Branch (the "Issuer"), today announced the extension of the payment of the Total Exchange Price (as defined below) for its previously-announced offer to exchange any and all of the Issuer's outstanding 8.50% Perpetual Non-cumulative Junior Subordinated Securities (the "Existing Securities") for Newly-Issued 8.50% Perpetual Non-cumulative Junior Subordinated Securities (the "New Securities") (the "Exchange Offer") from each registered holder of the Existing Securities (each, an "Eligible Holder" and collectively, the "Eligible Holders").

In accordance with the terms and conditions of the Exchange Offer, the Company has extended the payment of the Total Exchange Price (as defined below) to be payable until the Expiration Date (as defined below). All other terms of the Exchange Offer, as described in the exchange offer memorandum dated September 23, 2014 and supplemented on October 2, 2014 (the "Exchange Offer Memorandum"), and the accompanying amended and restated letter of transmittal dated October 2, 2014 (the "Letter of Transmittal" and, together with the Exchange Offer Memorandum, the "Offer Documents") remain unchanged.

Accordingly, Eligible Holders who validly tender their Existing Securities at or prior to 11:59 p.m., New York City time, on October 21, 2014  (such time and date with respect to each tender offer, as the same may be extended, the "Expiration Date") and whose Existing Securities are accepted for purchase will be entitled to receive, for each U.S.$1,000.00 principal amount of Existing Securities accepted for purchase, a principal amount of New Securities equal to U.S.$1,180.00 (the "Total Exchange Price"), which includes a principal amount of New Securities equal to U.S.$1,150.00 (the "Exchange Price") as well as an additional exchange payment equal to a principal amount of New Securities equal to U.S.$30.00 (the "Additional Payment"), plus Accrued Interest. 

Additionally, soliciting dealers may be eligible to receive a soliciting dealer fee of $1.50 per $1,000 principal amount of Eligible Securities that are validly tendered and accepted pursuant to the Exchange Offer (the "Soliciting Dealer Fee").  Receipt of the Soliciting Dealer Fee will be subject to the Dealer Managers' determination as to whether a soliciting dealer has satisfied the criteria thereto and their receipt of a properly completed soliciting dealer form, which is available from the Information Agent and Exchange Agent and must be completed and returned to the Information Agent and Exchange Agent prior to the Expiration Date.

The Withdrawal Deadline (as defined in the Exchange Offer Memorandum) was 5:00 p.m., New York City time, on October 6, 2014, and has not been extended. Existing Securities already tendered pursuant to the Exchange Offer may not be withdrawn, and any other Existing Securities tendered prior to the Expiration Date may not be withdrawn, in each case except as required by applicable law.

The Issuer intends to accept for exchange on the settlement date that is expected to be on the third business day following the Expiration Date or as soon as practicable thereafter (the "Settlement Date") all Existing Securities validly exchanged (and not validly withdrawn) at or prior to the Expiration Date.

Notwithstanding any other provision of the Exchange Offer, the Issuer's obligation to accept for exchange any Existing Securities validly tendered is subject to the condition that a minimum of U.S.$500.0 million aggregate principal amount of the New Securities shall be issued in exchange for the Existing Securities in the Exchange Offer and the satisfaction of certain other general conditions described in the Exchange Offer Memorandum. The Issuer may terminate the Exchange Offer or, at its option, modify, extend or otherwise amend the Exchange Offer. The Issuer may waive any general condition in its sole discretion.

The Information Agent and Exchange Agent for the Exchange Offer is D.F. King & Co., Inc. To contact the Information Agent and Exchange Agent, banks and brokers may call [phone], and others may call U.S. toll-free: [phone]. Additional contact information is set forth below.

By Mail, Hand or Overnight Courier: D.F. King & Co., Inc. 48 Wall Street 22nd Floor New York, NY 10005 USA Attention: Krystal Scrudato Email: [e-mail]

The Exchange Offer is being made in reliance upon an exemption from the registration requirements under the U.S. Securities Act of 1933 (the "Securities Act"), as amended, and analogous provisions of certain state securities laws. This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Existing Securities or the New Securities or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Exchange Offer is made only by and pursuant to the terms of the Offer Documents and the information in this notice is qualified by reference to the Offer Documents. None of the Issuer, the dealer managers or the Information Agent and Exchange Agent makes any recommendations as to whether holders should exchange their Existing Securities pursuant to the Exchange Offer.

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This notice to the market does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country. The Exchange Offer was not and will not be registered with the Brazilian Securities and Exchange Commission (CVM) or under the Securities Act. Consequently, the New Securities issued in the Exchange Offer cannot be offered or sold in the United States or to U.S. citizens without registration or an exemption from the registration requirements, under the Securities Act.

This notice to the market is released for disclosure purposes only, in accordance with applicable legislation. It not does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Issuer. This notice to the market is not for distribution in or into or to any person located or resident in the United States, its territories and possessions, any state of the United States or the District of Columbia or in any jurisdiction where it is unlawful to release, publish or distribute this announcement.

Forward-Looking Statements

This notice includes and references "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may relate to, among other things, the Issuer's business strategy, goals and expectations concerning its market position, future operations, margins and profitability.

Although the Issuer believes the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.

The Issuer undertakes no obligation to update any of its forward-looking statements.

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Jose Maurício Pereira Coelho
Director
Banco do Brasil S.A.

 

 

 

SOURCE Banco do Brasil S.A.

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