Banco do Brasil S.A. Announces the Early Tender Results of the 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. 27, 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 early tender results of an offer by HSBC Securities (USA) Inc. (the "Purchaser") to purchase, up to the Aggregate Offer Limit (as defined in the Offer to Purchase) 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"). Capitalized terms used in this announcement, but not defined herein, shall have the meanings given to such terms in the Offer to Purchase.

The Bank hereby announces that, as of September 24, 2021, at 5:00 p.m. New York City time (which was the Early Tender Time), the Purchaser had received valid tenders from the registered holders of the Notes (individually, a "Holder" and collectively, the "Holders") of (i) U.S.$1,271,652,000 in aggregate principal amount of 2022 Notes, (ii) U.S.$377,034,000 in aggregate principal amount of 2023 Notes, and (iii) U.S.$482,247,000 in aggregate principal amount of 2024 Notes, which exceeds the Aggregate Offer Limit.

Withdrawal rights for the Offers have expired and have not been extended. The Offers expire at 11:59 p.m., New York City time, on October 6, 2021 (the "Expiration Time").

In accordance with the Offer Documents, the Early Settlement Date for Notes validly tendered on or prior to the Early Tender Time and accepted for purchase by the Purchaser shall be on September 27, 2021 (the "Early Settlement Date").

Pursuant to the Offer Documents, the Bank hereby announces that the 2022 Notes that have been validly tendered (and not validly withdrawn or rejected) will be accepted for purchase by the Purchaser on the Early Settlement Date on a prorated basis subject to the Aggregate Offer Limit. U.S.$724,567,000 in aggregate principal amount of 2022 Notes have been accepted for purchase on the Early Settlement Date, representing approximately 40.04%% of the aggregate principal amount outstanding of the 2022 Notes.  As a result of the application of the Acceptance Priority Levels, no 2023 Notes and 2024 Notes will be accepted for purchase by the Purchaser on the Early Settlement Date.  In accordance with the Offer Documents, because the Aggregate Offer Limit has been exceeded with respect to Notes tendered prior to the Early Tender Time, any Notes tendered after the Early Tender Time will not be accepted for purchase (subject to the right of the Purchaser to increase the Aggregate Offer Limit at any time, as referred to below).

In accordance with the Offer Documents, Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to the Early Tender Time and accepted for purchase by the Purchaser pursuant to the Offers will receive the applicable Total Consideration, which includes the applicable Early Tender Payment.

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.

The Purchaser has not increased the Aggregate Offer Limit. In accordance with the terms of the Offers, 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. If the Purchaser were to increase the Aggregate Offer Limit, the Purchaser does not expect to extend the Withdrawal Deadline, subject to applicable law.

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.

None of this announcement, the Offer to Purchase and the Letter of Transmittal constitutes 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 this announcement, 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 thereof, or that the information included in the Offer Documents is correct as of any time subsequent to the date thereof.

None of this announcement, the Offer to Purchase and the Letter of Transmittal constitutes 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.

The Tender and Information Agent for the Offers is:

D.F. King & Co., Inc.

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.

The Dealer Managers for the Offers are:

SOURCE Banco do Brasil S.A.