Banco do Brasil S.A. Announces the Commencement of an Offer to Purchase, up to the Aggregate Offer Limit, in respect of the 3.875% Senior Notes due 2022, 4.875% Senior Unsecured Notes due 2023 and 4.750% Senior Unsecured Notes due 2024, in each case issued by Banco do Brasil S.A., acting through its Grand Cayman Branch

BRASILIA, Brazil, Sept. 13, 2021 /PRNewswire/ -- Banco do Brasil S.A., organized as a sociedade de economia mista and accordingly a sociedade por ações incorporated under the laws of the Federative Republic of Brazil, acting through its Grand Cayman branch, (the "Bank"), hereby announces the commencement of an offer by HSBC Securities (USA) Inc. (the "Purchaser") to purchase, up to the Aggregate Offer Limit (as defined below) of the (i) outstanding 3.875% Senior Notes due 2022  (the "2022 Notes") issued on October 10, 2012 by the Bank (the "2022 Offer"); (ii) outstanding 4.875% Senior Unsecured Notes due 2023  (the "2023 Notes") issued on April 19, 2018 by the Bank (the "2023 Offer"); and (iii) outstanding 4.750% Senior Unsecured Notes due 2024 (the "2024 Notes" and, together with the 2022 Notes and the 2023 Notes, the "Notes") issued on March 20, 2019 by the Bank (the "2024 Offer"  and, together with the 2022 Offer and the 2023 Offer, the "Offers"), upon the terms and subject to the conditions described in the Offer to Purchase dated September 13, 2021 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and the accompanying Letter of Transmittal dated September 13, 2021 (as it may be amended or supplemented from time to time, the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents").

As used herein, the "Aggregate Offer Limit" is the maximum aggregate principal amount of Notes of the relevant series that can be purchased in accordance with the terms of the Offers such that the aggregate Total Consideration (as defined below) and aggregate Purchase Price (as defined below), excluding Accrued Interest (as defined in the Offer to Purchase), payable pursuant to the terms of the Offers shall not exceed U.S.$750.0 million. The Purchaser reserves the right, but is under no obligation, to increase the Aggregate Offer Limit at any time, subject to compliance with applicable law, which could result in the Purchaser purchasing a greater aggregate principal amount of Notes in the Offers. There can be no assurance that Purchaser will increase the Aggregate Offer Limit. If the Purchaser increases the Aggregate Offer Limit, the Withdrawal Deadline is not expected to be extended, subject to applicable law.

The Offers will expire at 11:59 P.M. New York City time, on October 8, 2021, unless any of the Offers is extended or earlier terminated by the Purchaser in its sole discretion (such date and time, including as extended or earlier terminated (the "Expiration Time"). The early tender deadline for the Offers will be 5:00 P.M., New York City time, on September 24, 2021 (such date and time, including as extended or earlier terminated, the "Early Tender Time"). Holders of the 2022 Notes, the 2023 Notes, and the 2024 Notes must validly tender their Notes at or before the Early Tender Time in order to be eligible to receive the relevant Early Tender Payment (as defined below) in addition to the Purchase Prices (as defined below). Notes tendered may be validly withdrawn at any time prior to 5:00 P.M., New York City Time, on September 24, 2021 (such dated and time the "Withdrawal Deadline"), but not thereafter, except as described in the Offer to Purchase or as required by applicable law. Withdrawal rights with respect to tendered 2022 Notes, 2023 Notes or 2024 Notes will terminate immediately prior to the Early Tender Time. Notes tendered prior to the Early Tender Time and not withdrawn prior to the Early Tender Time may not be withdrawn thereafter. Notes tendered after the Early Tender Time may not be withdrawn.

Notes validly tendered and not withdrawn prior to the Withdrawal Deadline will be purchased by the Purchaser in accordance with the Acceptance Priority Levels indicated for each series of Notes listed in this Offer to Purchase (for each series of Notes, the "Acceptance Priority Level") and subject to the Aggregate Offer Limit. The Acceptance Priority Levels will be applied to all Notes tendered prior to the Early Tender Time on the one hand, and to all Notes tendered after the Early Tender Time but prior to the Expiration Time on the other hand. Therefore, if the Aggregate Offer Limit is reached with respect to Notes tendered prior to the Early Tender Time, any Notes tendered after the Early Tender Time will not be accepted. If the aggregate amount of all Notes that are validly tendered and not withdrawn prior to the Withdrawal Deadline exceeds the Aggregate Offer Limit, the Purchaser will only accept for purchase a number of Notes such that the aggregate amount of such Notes does not exceed the Aggregate Offer Limit. In such event, the Purchaser will accept for purchase all Notes validly tendered and not withdrawn of the series that has a higher Acceptance Priority Level before accepting for purchase any Notes of the series having a lower Acceptance Priority Level. If Notes of any or all series are validly tendered in an aggregate amount in excess of the Aggregate Offer Limit, such tendered Notes will be subject to proration, as more fully described in the Offer to Purchase. In the event that, after application of the proration factor described therein, (i) the number of Notes that the Purchaser would purchase from a Holder includes a fractional Note, the Purchaser will round the number of Notes that it will purchase from such Holder down to the nearest whole Note or (ii) the resultant amount is not in an integral multiple authorized for such series of Notes, the Purchaser will round the amount down to the nearest authorized integral multiple for the applicable series of Notes. Any tendered Notes that are not accepted for purchase pursuant to the operation of the Aggregate Offer Limit, then Notes tendered by book-entry transfer pursuant to the procedures of DTC's ATOP or Notes tendered pursuant to the procedures of Euroclear or Clearstream, Luxembourg, will be credited to the account maintained at the relevant clearing system from which such Notes were delivered promptly after the Expiration Time.

The Offers are not conditioned on any minimum participation by the Holders. The Offers are open to all registered holders (individually, a "Holder," and collectively, the "Holders") of the Notes. The Offers are subject to the satisfaction of the Financing Condition and the General Conditions (as defined in the Offer to Purchase). The purpose of the Offers is to acquire for cash an amount of outstanding Notes up to the Aggregate Offer Limit.

The Offers are subject to an Aggregate Offer Limit. The Purchaser reserves the right, but is under no obligation, to increase the Aggregate Offer Limit at any time, subject to compliance with applicable law, which could result in the Purchaser purchasing a greater aggregate principal amount of Notes in the Offers. There can be no assurance that Purchaser will increase the Aggregate Offer Limit. If the Purchaser increases the Aggregate Offer Limit, the Withdrawal Deadline is not expected to be extended, subject to applicable law.

If the Offers are fully subscribed as of the Early Tender Time pursuant to the operation of the Aggregate Offer Limit, Holders who validly tender Notes after the Early Tender Time will not have any of their Notes accepted for purchase, provided that such Notes may be accepted for purchase if the Purchaser increases the Aggregate Offer Limit, which the Purchaser is entitled to do. There can be no assurance that the Purchaser will increase the Aggregate Offer Limit. Any Notes tendered pursuant to an Offer that are not accepted and purchased by the Purchaser as a result of the operation of the proration provisions applicable to the Offers shall be promptly returned to the relevant tendering Holders following the Expiration Time.

Subject to the terms and conditions of the Offers, the total consideration for each U.S.$1,000 principal amount of the 2022 Notes validly tendered and not validly withdrawn is U.S.$1,035.10 (the "2022 Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2022 Notes (the "2022 Early Tender Payment") and the 2022 Purchase Price (as defined below). The 2022 Early Tender Payment is payable only to Holders who tender and validly deliver their 2022 Notes on or prior to the Early Tender Time. Holders validly tendering and not withdrawing their 2022 Notes at or before the Early Tender Time will be eligible to receive the 2022 Total Consideration (including the 2022 Early Tender Payment) on a date promptly after the Early Tender Time (the "Early Settlement Date") (which date is expected to be within one business day after the Early Tender Time, but which the Purchaser may change without notice). Holders validly tendering and not withdrawing their 2022 Notes after the Early Tender Time and prior to or at the Expiration Time will be entitled to receive U.S.$1,005.10 per U.S.$1,000 principal amount of the 2022 Notes (the "2022 Purchase Price"), namely an amount equal to the 2022 Total Consideration less the 2022 Early Tender Payment, on a date promptly after the Expiration Time (the "Final Settlement Date") (which date is expected to be within two business days after the Expiration Time, but which the Purchaser may change without notice).

Subject to the terms and conditions of the Offers, the total consideration for each U.S.$1,000 principal amount of the 2023 Notes validly tendered and not validly withdrawn is U.S.$1,059.30 (the "2023 Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2023 Notes (the "2023 Early Tender Payment") and the 2023 Purchase Price (as defined below). The 2023 Early Tender Payment is payable only to Holders who tender and validly deliver their 2023 Notes on or prior to the Early Tender Time. Holders validly tendering and not withdrawing their 2023 Notes at or before the Early Tender Time will be eligible to receive the 2023 Total Consideration (including the 2023 Early Tender Payment) on the Early Settlement Date (which date is expected to be within one business day after the Early Tender Time, but which the Purchaser may change without notice). Holders validly tendering and not withdrawing their 2023 Notes after the Early Tender Time and prior to or at the Expiration Time will be entitled to receive U.S.$1,029.30 per U.S.$1,000 principal amount of the 2023 Notes (the "2023 Purchase Price"), namely an amount equal to the 2023 Total Consideration less the 2023 Early Tender Payment, on the Final Settlement Date (which date is expected to be within two business days after the Expiration Time, but which the Purchaser may change without notice).

Subject to the terms and conditions of the Offers, the total consideration for each U.S.$1,000 principal amount of the 2024 Notes validly tendered and not validly withdrawn is U.S.$1,073.10 (the "2024 Total Consideration" and, together with the 2022 Total Consideration and the 2023 Total Consideration, the relevant "Total Consideration"), which includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of the 2024 Notes (the "2024 Early Tender Payment" and together with the 2022 Early Tender Payment and the 2023 Early Tender Payment, the relevant "Early Tender Payment") and the 2024 Purchase Price (as defined below and, together with the 2022 Purchase Price and the 2023 Purchase Price, each, the "Purchase Price"). The 2024 Early Tender Payment is payable only to Holders who tender and validly deliver their 2024 Notes on or prior to the Early Tender Time. Holders validly tendering and not withdrawing their 2024 Notes at or before the Early Tender Time will be eligible to receive the 2024 Total Consideration (including the 2024 Early Tender Payment) on the Early Settlement Date (which date is expected to be within one business day after the Early Tender Time, but which the Purchaser may change without notice). Holders validly tendering and not withdrawing their 2024 Notes after the Early Tender Time and prior to or at the Expiration Time will be entitled to receive U.S.$1,043.10 per U.S.$1,000 principal amount of the 2024 Notes (the "2024 Purchase Price"), namely an amount equal to the 2024 Total Consideration less the 2024 Early Tender Payment, on the Final Settlement Date (which date is expected to be within two business days after the Expiration Time, but which the Purchaser may change without notice).  

Holders tendering their Notes will also receive accrued interest in respect of their purchased Notes from (and including) the immediately preceding interest payment date for the relevant series of Notes up to, but excluding, the Early Settlement Date or the Final Settlement Date, as applicable

The Offers commence on September 13, 2021. The Offers will expire at 11:59 P.M., New York City time, on October 8, 2021, unless any of the Offers is extended or earlier terminated by the Purchaser in its sole discretion (which is the time after the Early Tender Time by which Holders must tender their Notes in order to be eligible to receive the 2022 Purchase Price, the 2023 Purchase Price, or the 2024 Purchase Price, as applicable). Holders who tender their Notes after the Early Tender Time will not be eligible to receive the 2022 Early Tender Payment, the 2023 Early Tender Payment, or the 2024 Early Tender Payment and will only be eligible to receive the 2022 Purchase Price, the 2023 Purchase Price, or the 2024 Purchase Price, as applicable.

The Purchaser expects that payment for all Notes validly tendered prior to the Early Tender Time and accepted by the Purchaser will be made on the Early Settlement Date. The Purchaser expects the Early Settlement Date (subject to any extension of the Early Tender Time) to be within one business day of the Early Tender Time.

The Purchaser expects that payment for all Notes validly tendered after the Early Tender Time and prior to the Expiration Time and accepted will be made on the Final Settlement Date. Each of the Early Settlement Date and The Final Settlement Date is referred to herein as a "Settlement Date." The Purchaser expects the Final Settlement Date (subject to any extension of the Expiration Time) to be within two business days of the Expiration Time. However, the date of each of the Settlement Dates may change without notice.

Under no circumstances will interest be paid by the Purchaser on any cash to be paid to Holders by reason of any delay in making payment of funds on the Early Settlement Date or Final Settlement Date (as applicable), other than a delay caused by the Purchaser's failure to deposit the relevant funds on the applicable Settlement Date.

Acceptance for tenders of Notes may be subject to proration if the aggregate principal amount of the Notes validly tendered and not validly withdrawn is greater than the Aggregate Offer Limit. If more than the Aggregate Offer Limit of Notes is validly tendered and not withdrawn prior to the Withdrawal Deadline, the Purchaser will purchase a pro rata amount of Notes within each series of Notes from each tendering Holder, subject to the Acceptance Priority Level, so that the Purchaser would purchase Notes representing no more than the Aggregate Offer Limit. In such event, the number of Notes that the Purchaser will purchase from each tendering Holder will be subject to proration based on the number of Notes validly tendered and not validly withdrawn by all tendering Holders prior to the Withdrawal Deadline.

Notwithstanding any other provision of the Offers, the Purchaser's obligation to accept for purchase, and to pay for, any Notes validly tendered pursuant to the Offers, is conditioned upon the satisfaction of (i) the Financing Condition (as defined in the Offer to Purchase) and (ii) the General Conditions (as defined in the Offer to Purchase). The Financing Condition and the General Conditions to the Offers are for the sole benefit of the Purchaser and may be asserted by the Purchaser regardless of the circumstances giving rise to any such condition (including any action or inaction by the Purchaser) and may be waived by the Purchaser in whole or in part, at any time and from time to time, in the sole discretion of the Purchaser.

Subject to applicable law and the terms set forth in the Offer to Purchase, the Purchaser expressly reserves the right, in its sole discretion and subject to applicable law, at any time or from time to time, to (a) waive, prior to the Expiration Time, any and all conditions to the Offers; (b) extend the Early Tender Time, the Withdrawal Deadline or the Expiration Time with respect to any or all of the Offers, in which case all Notes previously tendered pursuant to such Offer will remain subject to its respective Offer and may be accepted for purchase or payment, subject to the withdrawal rights of Holders; (c) amend the terms of the Offers in any respect, in which case any amendment to the terms of an Offer will apply to all Notes tendered pursuant to such Offer; or (d) terminate, not proceed or withdraw the Offers and not accept for purchase any tendered Notes, including if a condition to its obligation to accept Notes for purchase, or for payment, is not satisfied or waived at or prior to any applicable date. Except as otherwise provided herein or otherwise required by law, withdrawal rights with respect to Notes tendered pursuant to the Offers will not be extended or reinstated as a result of an extension or amendment of the Offers. The Offers are not conditioned on any minimum participation by the Holders. In the event of the termination of any of the Offers, the 2022 Notes, the 2023 Notes, and/or the 2024 Notes tendered pursuant to the applicable Offer and not previously accepted and purchased will be promptly returned to the tendering Holders.

If your Notes are validly tendered and accepted for purchase, you will be giving up all of your rights as a Holder of those Notes, including, without limitation, your right to future interest or cash distributions and principal payments with respect to such Notes. Notes not tendered, or tendered but not accepted for purchase, in the Offers will remain outstanding. The terms and conditions governing the Notes, including the covenants and other protective provisions contained in the agreements and terms and conditions governing the Notes, will remain unchanged. For a discussion of this and other risks, see "Certain Significant Consequences to Tendering and Non-Tendering Holders" in the Offer to Purchase.

THE OFFER DOCUMENTS CONTAIN CERTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFERS, IN PARTICULAR, SEE "CERTAIN SIGNIFICANT CONSEQUENCES TO TENDERING AND NON-TENDERING HOLDERS" IN THE OFFER TO PURCHASE FOR A DISCUSSION OF CERTAIN FACTORS YOU SHOULD CONSIDER IN CONNECTION WITH THE OFFERS.

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

NONE OF THE PURCHASER, THE BANK, THE BANK'S BOARD OF DIRECTORS, THE DEALER MANAGERS (AS DEFINED BELOW), THE TENDER AND INFORMATION AGENT (AS DEFINED BELOW) WITH RESPECT TO THE NOTES OR ANY OF THEIR RESPECTIVE AFFILIATES IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER ANY NOTES IN RESPONSE TO THE OFFERS. HOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO PARTICIPATE IN THE OFFERS, AND, IF SO, THE PRINCIPAL AMOUNT OF NOTES TO TENDER.

The Offer to Purchase and the Letter of Transmittal do not constitute an offer to buy or the solicitation of an offer to sell Notes in any jurisdiction in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer, the Offers shall be deemed to be made on behalf of the Purchaser by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. Neither the delivery of the Offer to Purchase or the Letter of Transmittal nor any purchase of Notes shall, under any circumstances, create any implication that there has been no change in the Bank or its affiliates' affairs since the date hereof, or that the information included in the Offer Documents is correct as of any time subsequent to the date hereof.

The Offer to Purchase does not constitute an offer to sell any securities or the solicitation of an offer to buy any securities (other than the Notes).  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.

D. F. King & Co., Inc. is acting as the tender agent and as the information agent (the "Tender and Information Agent") for the Offers. UBS Securities LLC, BofA Securities, Inc., Banco BTG Pactual S.A. – Cayman Branch, HSBC Securities (USA) Inc., and Santander Investment Securities Inc., are acting as Dealer Managers (the "Dealer Managers") for the Offers.

Any questions or requests for assistance or for additional copies of the Offer Documents 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 any of 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 Offers.

SOURCE Banco do Brasil S.A.