Banco do Brasil S.A., Acting Through Its Grand Cayman Branch, Commences Separate Consent Solicitations For Its 2022 Notes And Its 2020 Notes

SAO PAULO, Aug. 26, 2019 /PRNewswire/ --

Solicitation of Consents  
to the holders of
3.875% Senior Notes due 2022
(CUSIP: 05958A AJ7; ISIN: US05958AAJ79)
and

Solicitation of Consents  
to the holders of
6.000% Notes due 2020
(144A Note CUSIP: 05957N AR2; Regulation S Note CUSIP: 05957P AR7; 144A Note ISIN: US05957NAR26; Regulation S Note ISIN: US05957PAR73)

in each case, issued by
Banco do Brasil S.A., acting through its Grand Cayman branch

Banco do Brasil S.A., acting through its Grand Cayman branch (the "Company") hereby announces that it is separately soliciting (each a "Solicitation" and together the "Solicitations") the consents (each a "Consent" and, collectively, the "Consents"):

(i) of the holders of record as of 5:00 p.m., New York City time, on August 23, 2019 (such holders, each a "2022 Notes Holder" and, collectively, the "2022 Notes Holders") of the Company's 3.875% Senior Notes due 2022 (CUSIP: 05958A AJ7; ISIN: US05958AAJ79) (the "2022 Notes") to enter into a supplemental indenture governing the 2022 Notes (the "2022 Notes Supplemental Indenture"), which will supplement and amend the indenture dated as of October 10, 2012 by and among the Company, as issuer, Banco do Brasil S.A., acting through its New York branch, as guarantor, Deutsche Bank Trust Company Americas, as trustee (the "Prior Trustee"), transfer agent, security registrar and paying agent in New York, and Deutsche Bank Luxembourg S.A., as Luxembourg transfer agent and Luxembourg paying agent (the "Prior Luxembourg Agent"), as amended and supplemented by the supplemental indenture dated as of October 21, 2016, among the Company, the Prior Trustee, the Prior Luxembourg Agent, the Bank of New York Mellon, as successor trustee (the "2022 Notes Trustee"), transfer agent, security registrar and paying agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch (as successor to The Bank of New York Mellon (Luxembourg) S.A.), as successor Luxembourg transfer agent and Luxembourg paying agent (as so amended and supplemented, the "2022 Notes Indenture"); and

(ii) of the holders of record as of 5:00 p.m., New York City time, on September 9, 2019 (such holders, each a "2020 Notes Holder" and, collectively, the "2020 Notes Holders") of the Company's 6.000% Notes due 2020 (144A Note CUSIP: 05957N AR2; Regulation S Note CUSIP: 05957P AR7; 144A Note ISIN: US05957NAR26; Regulation S Note ISIN: US05957PAR73) (the "2020 Notes" and, together with the 2022 Notes, the "Notes") in respect of an Extraordinary Resolution (as defined below) in order to approve, among other things, the entry into of a supplemental trust deed governing the 2020 Notes (the "2020 Supplemental Trust Deed"), which will amend a provision of the terms and conditions of the 2020 Notes that are constituted by an Amended and Restated Trust Deed dated July 3, 2003 by and among the Company, BB-Leasing S.A. Arrendamento Mercantil  and The Law Debenture Trust Corporation p.l.c., as trustee (the "2020 Notes Trustee" and, together with the 2022 Notes Trustee, the "Trustees") (as amended and supplemented from time to time, the "2020 Notes Trust Deed").

The full terms and conditions of the Solicitations are set out in (i) a consent solicitation statement in respect of the 2022 Notes dated August 26, 2019 (the "2022 Notes Statement") and (ii) a consent solicitation statement in respect of the 2020 Notes dated August 26, 2019 (the "2020 Notes Statement" and, together with the 2022 Notes Statement, the "Statements" and each, a "Statement"). The full set of documents related to the Solicitations, including each Statement, are available, subject to eligibility and registration, on the following website (https://sites.dfkingltd.com/bb).

The Company has engaged BB Securities Ltd., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC as consent solicitation agents for the Solicitations (the "Solicitation Agents"). D.F. King & Co., Inc. has been engaged to act as the information agent (the "Information Agent") and tabulation agent (the "Tabulation Agent") in connection with the Solicitations.

Proposed Amendments

As described in more detail in each Statement, the amendments proposed to be made to the terms of the Notes pursuant to the Solicitations seek to amend an event of default contained in the 2022 Notes Indenture and in the 2020 Notes Trust Deed, respectively, that would be triggered if Banco do Brasil S.A. ceased to be owned as to at least 51% of its voting share capital by the Government of Brazil so that the event of default would only be triggered if the Government of Brazil ceases to own at least 50% plus one share of Banco do Brasil S.A.'s voting share capital (each such amendment, the "Proposed Amendment"). The Proposed Amendments would align the terms of the 2022 Notes Indenture and the 2020 Notes Trust Deed, respectively, with certain of the Company's other outstanding U.S. dollar-denominated bonds issued in the international capital markets containing such provisions.

Important Dates and Consent Fees

2022 Notes

In respect of the 2022 Notes, the Solicitation will expire at 5:00 p.m., New York City time, on September 11, 2019, or such later time and date to which such Solicitation is extended (such time and date, as may be extended, the "2022 Notes Expiration Deadline"), unless earlier terminated.

In the event that each of the conditions to the Solicitation in respect of the 2022 Notes described in the 2022 Notes Statement is satisfied or waived by the Company, including, but not limited to, the receipt of the Consents of a majority in aggregate principal amount of the outstanding 2022 Notes (the "2022 Notes Requisite Consents"), the Company will pay to each 2022 Notes Holder, who has delivered a valid Consent in respect of such 2022 Notes prior to the 2022 Notes Expiration Deadline (and has not properly revoked such Consent prior to the Withdrawal Deadline (as defined in the 2022 Notes Statement), US$2.50 in cash for each US$1,000 principal amount of such 2022 Notes (the "2022 Notes Consent Fee"). Assuming satisfaction or waiver of all relevant conditions, acceptance by the Company of the 2022 Notes Requisite Consents and execution of the 2022 Notes Supplemental Indenture, the 2022 Notes Consent Fee is expected to be paid no later than five business days following the 2022 Notes Expiration Deadline.

2020 Notes

In respect of the 2020 Notes, the Solicitation will expire at 5:00 p.m., New York City time, on September 16, 2019 (such time and date, the "2020 Notes Expiration Deadline"), unless earlier terminated. The early consent deadline in respect of the 2020 Notes will expire at 5:00 p.m., New York City time, on September 11, 2019, or such later time and date to which it is extended (such time and date, as may be extended, the "2020 Notes Early Consent Deadline").

In the event that each of the conditions to the Solicitation in respect of the 2020 Notes described in the 2020 Notes Statement is satisfied or waived by the Company, including, but not limited to, the Extraordinary Resolutions being passed by a majority of not less than 75% of the votes cast at the Meeting (as defined below) that satisfies the relevant quorum requirements referred to in the 2020 Notes Statement,  (the "2020 Notes Requisite Consents"), the Company will pay to each 2020 Notes Holder, (i) who delivered valid Consents by delivering a form of sub-proxy prior to the 2020 Notes Early Consent Deadline a cash payment of US$2.50 per US$1,000 principal amount of 2020 Notes for which Consents have been delivered by such 2020 Notes Holder (the "2020 Notes Early Consent Fee") and (ii) who delivered valid Consents by delivering a form of sub-proxy prior to the 2020 Notes Expiration Deadline a cash payment of US$1.00 per US$1,000 principal amount of 2020 Notes for which Consents have been delivered by such 2020 Notes Holder (the "2020 Notes Late Consent Fee" and, together with the 2020 Notes Early Consent Fee, the "2020 Notes Consent Fees" and each, a "2020 Notes Consent Fee").

Assuming satisfaction or waiver of all relevant conditions, including, but not limited to, the receipt of the 2020 Notes Requisite Consents, the applicable 2020 Notes Consent Fee is expected to be paid no later than five business days following the Meeting. 2020 Notes Holders should be aware that the Company is not required to pay the applicable 2020 Notes Consent Fee, or any other amount, to any 2020 Notes Holder unless the Extraordinary Resolutions are passed at the Meeting.

DTC's Automated Tender Offer Program in Respect of 2022 Notes

DTC has confirmed that the Solicitation in respect of the 2022 Notes is eligible for DTC's Automated Tender Offer Program ("ATOP"). Accordingly, a beneficial owner of an interest in a 2022 Note held through a participant in DTC must electronically deliver a Consent in respect of the 2022 Notes to the Tabulation Agent in accordance with DTC's ATOP procedures. Under no circumstances should any holder deliver any 2022 Notes. Assuming the 2022 Requisite Consents are received, the Proposed Amendment in respect of the 2022 Notes will be binding on all 2022 Notes Holders, once implemented, including those 2022 Notes Holders who do not deliver Consents.

Meeting and Extraordinary Resolution in Respect of 2020 Notes

The Solicitation in respect of the 2020 Notes is not eligible for DTC's ATOP procedures and Consents in respect of the 2020 Notes can only be delivered via a form of sub-proxy, as set forth in detail in the 2020 Notes Statement. Under no circumstances should any holder deliver any 2020 Notes.

In respect of the 2020 Notes, the Company has called a meeting (the "Meeting") of 2020 Notes Holders to be held at Hogan Lovells International LLP, Atlantic House, 50 Holborn Viaduct, London EC1A 2FG, United Kingdom on September 18, 2019 for the purpose of considering and, if thought fit, passing the extraordinary resolutions (the "Extraordinary Resolutions") in respect of the Proposed Amendment in respect of the 2020 Notes. The Meeting will commence at 10:00 a.m., London time. The quorum required for the Meeting (other than an adjourned meeting) to consider the Extraordinary Resolutions is two or more 2020 Notes Holders representing in aggregate at least 50% in principal amount of the 2020 Notes for the time being outstanding. To be passed at the Meeting, the Extraordinary Resolutions must be passed by a majority of not less than 75% of the votes cast at the Meeting.

Should the Extraordinary Resolutions be passed and the applicable 2020 Supplemental Trust Deed be entered into, the Proposed Amendment in respect of the 2020 Notes will become effective on the date of execution of the applicable 2020 Supplemental Trust Deed.

For the avoidance of doubt, if the Extraordinary Resolutions are not passed at the Meeting due to the Meeting being inquorate and the Extraordinary Resolutions are passed at the adjourned meeting, the Company shall be required to pay the applicable 2020 Notes Consent Fee to the 2020 Notes Holders who validly delivered and did not withdraw forms of sub-proxy (in the limited circumstances where withdrawal is required by law) in favor of the Extraordinary Resolutions by no later than the 2020 Notes Early Consent Deadline or the 2020 Notes Expiration Deadline, as applicable.

Assuming the passing of the Extraordinary Resolutions at the Meeting, the Proposed Amendment in respect of the 2020 Notes will be binding on all 2020 Notes Holders, once implemented, including those 2020 Notes Holders who do not vote in favor of the Extraordinary Resolutions.

The Information Agent and Tabulation Agent for the Solicitations is:

D.F. King & Co., Inc.

Email: [email protected]

Consent Website: https://sites.dfkingltd.com/bb

The Solicitation Agents for the Solicitations are:

Disclaimer

This announcement must be read in conjunction with the Statements. This announcement and the Statements contain important information which should be read carefully before any decision is made with respect to the Proposed Amendments. None of the Company, the Trustees, the Solicitation Agents or the Information Agent and Tabulation Agent makes any recommendation as to whether or not 2022 Notes Holders or 2020 Notes Holders should deliver Consents. Each 2022 Notes Holders and each 2020 Notes Holders must make its own decision as to whether or not to deliver its Consent.

None of the Solicitation Agents, the Trustees or the Information Agent and Tabulation Agent has been involved in formulating the Proposed Amendments or the Extraordinary Resolutions in respect of the 2020 Notes or makes any representation that all relevant information has been disclosed to 2022 Notes Holders and 2020 Notes Holders in or pursuant to the applicable Statement and/or the notice in respect of the Meeting or that any disclosed information is accurate, complete and not misleading. Accordingly, any 2022 Notes Holder and 2020 Notes Holders who is in doubt as to the impact of the implementation of the Proposed Amendments and, in respect of the 2020 Notes, the Extraordinary Resolutions, should seek its own independent legal, financial and tax advice on the merits and on the consequences of voting in favor of or against or taking no action in respect of the Proposed Amendment and/or the Extraordinary Resolutions, as applicable, including any tax consequences.

The distribution of this announcement and the Statements in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Statements comes are required by the Company, the Trustees, the Solicitation Agents and the Information Agent and Tabulation Agent to inform themselves about, and to observe, any such restrictions.

Neither the Statements nor any documents related to the Solicitations have been filed with, and have not been approved or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Statements or any documents related to the Solicitations, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The communication of this announcement and any other documents or materials relating to the Solicitations is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under Section 21 of the FSMA on the basis that it is only directed at and may be communicated to (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"); (ii) persons who fall within Article 43(2) of the Financial Promotion Order; or (iii) any other persons to whom these documents and/or materials may lawfully be provided. Any investment or investment activity to which this announcement relates is available only to such persons or will be engaged in only with such persons and other persons should not rely on it.

This announcement is for informational purposes only, does not constitute a solicitation of consent with respect to any 2022 Notes or 2020 Notes, does not constitute an invitation to participate in the Solicitations in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws or grant such Consent and does not constitute an offer to sell or the solicitation of an offer to buy any securities. The Solicitations are being made solely pursuant to the Statements and related documents, which set forth detailed statements of the terms of the relevant Solicitation.

Each 2022 Notes Holders and 2020 Notes Holders is advised to check with any broker, dealer, bank, custodian, trust company or other nominee or intermediary or clearing system (including any participant in DTC) through which it holds 2022 Notes or 2020 Notes when such intermediary would require to receive instructions from a 2022 Notes Holders or a 2020 Notes Holders, as applicable, in order for such holder to be able to participate in the relevant Solicitation before the deadlines specified above. The deadlines set by any such intermediary will be earlier than the relevant deadlines specified above.

The Statements should not be forwarded or distributed to any other person and should not be reproduced in any manner whatsoever.

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE SUCH ANNOUNCEMENT.

SOURCE Banco do Brasil S.A.