Banco do Brasil S.A. Announces the Early Tender Results of the Tender Offers for certain of its Perpetual Notes

BRASILIA, Brazil, April 4, 2018 /PRNewswire/ -- Banco do Brasil S.A., acting through its Grand Cayman branch, a bank structured as a corporation (sociedade anônima) with mixed capital (sociedade de economia mista) under the laws of the Federative Republic of Brazil (the "Bank"), hereby announces the early tender results of its offers to purchase for cash up to U.S.$600,000,000 aggregate principal amount of Banco do Brasil's outstanding 8.500% Perpetual Notes (CUSIP: 05959LAA1 and P3772WAA0; ISIN: US05959LAA17 and USP3772WAA01) and up to U.S.$100,000,000 aggregate principal amount of Banco do Brasil's outstanding 9.250% Perpetual Notes (CUSIP: 05958A AG3 and P3772W AC6; ISIN: US05958AAG31 and USP3772WAC66) (collectively, the "Notes," and each series, a "series of Notes"), upon the terms and subject to the conditions described in the Offer to Purchase dated March 19, 2018 (as it may be amended or supplemented from time to time, the "Offer to Purchase") and the accompanying Letter of Transmittal dated March 19, 2018 (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"). The Bank refers to the offers to purchase the Notes as the "Tender Offers," and each individual offer as a "Tender Offer." 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 April 3, 2018, at 5:00 p.m. New York City time (which was the Early Tender Date), it had received valid tenders from the registered holders of the Notes (individually, a "Holder" and collectively, the "Holders") of U.S.$771,101,000 in principal amount of 8.500% Notes (which exceeds the Tender Cap applicable to the 8.500% Notes), and U.S.$550,436,000 in principal amount of the 9.250% Notes (which exceeds the Tender Cap applicable to the 9.250% Notes).

Withdrawal rights for the Tender Offers have expired and have not been extended.

In accordance with the Offer Documents, the Early Settlement Date for Notes validly tendered on or prior to the Early Tender Date and accepted for purchase shall be on April 6, 2018 (the "Early Settlement Date").

Pursuant to the Offer Documents, the Bank hereby announces that validly tendered (and not validly withdrawn or rejected) 8.500% Notes will be accepted for purchase on the Early Settlement Date on a prorated basis up to the amount of the applicable Tender Cap. Pursuant to the Offer Documents, tendered 8.500% Notes that would have resulted in a minimum denomination below U.S.$100,000 after proration were accepted in their entirety. The 8.500% Notes accepted for purchase on the Early Settlement Date represent approximately 40.04% of the principal amount outstanding of 8.500% Notes as of March 19, 2018. In accordance with the Offer Documents, as the Tender Cap has been reached in respect of tenders made on or prior to the Early Tender Date with respect to the 8.500% Notes, no 8.500% Notes that are validly tendered after the Early Tender Date will be accepted for purchase (subject to the right of the Bank to increase the applicable Tender Cap at any time, as referred to below).

Pursuant to the Offer Documents, the Bank hereby announces that validly tendered (and not validly withdrawn or rejected) 9.250% Notes will be accepted for purchase on the Early Settlement Date on a prorated basis up to the amount of the applicable Tender Cap. Pursuant to the Offer Documents, tendered 9.250% Notes that would have resulted in a minimum denomination below U.S.$200,000 after proration were accepted in their entirety. The 9.250% Notes accepted for purchase on the Early Settlement Date represent approximately 7.15% of the principal amount outstanding of 9.250% Notes as of March 19, 2018. In accordance with the Offer Documents, as the Tender Cap has been reached in respect of tenders made on or prior to the Early Tender Date with respect to the 9.250% Notes, no 9.250% Notes that are validly tendered after the Early Tender Date will be accepted for purchase (subject to the right of the Bank to increase the applicable Tender Cap 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 Date applicable to the series of Notes and accepted for purchase pursuant to the Tender Offers will receive the applicable Tender Offer Consideration plus the applicable Early Tender Premium.

The Bank reserves the right, but is under no obligation, to increase the 8.500% Notes Tender Cap and/or the 9.250% Notes Tender Cap at any time, subject to compliance with applicable law, which could result in the Bank purchasing a greater aggregate principal amount of Notes in the Tender Offers. There can be no assurance that the Bank will increase any or all Tender Caps. If the Bank increases any or all Tender Caps, the Bank does not expect to extend the applicable 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 TENDER OFFERS, IN PARTICULAR, SEE "CERTAIN SIGNIFICANT CONSIDERATIONS" IN THE OFFER TO PURCHASE FOR A DISCUSSION OF CERTAIN FACTORS YOU SHOULD CONSIDER IN CONNECTION WITH THE TENDER OFFERS.

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

NONE OF THE BANK, ITS BOARD OF DIRECTORS, THE DEALER MANAGERS (AS DEFINED BELOW), THE TENDER AND INFORMATION AGENT OR THE TRUSTEE (AS DEFINED IN THE OFFER TO PURCHASE) 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 TENDER OFFERS. HOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO PARTICIPATE IN THE TENDER OFFERS, AND, IF SO, THE PRINCIPAL AMOUNT OF NOTES TO TENDER.

The Offer to Purchase does not constitute an offer to purchase the Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities or "blue sky" laws.  If the Bank becomes aware of any jurisdiction in which the making of the Tender Offers would not be in compliance with applicable laws, the Bank will make a good faith effort to comply with any such laws.  If, after such good faith effort, the Bank cannot comply with any such laws, the Tender Offers will not be made to (nor will tenders of Notes be accepted from or on behalf of) the owners of Notes residing in such jurisdiction.  Neither the delivery of this announcement, the Offer to Purchase nor any purchase pursuant to the Tender Offers shall under any circumstances create any implication that the information contained in this announcement or the Offer to Purchase is correct as of any time subsequent to the date hereof or thereof or that there has been no change in the information set forth herein or therein or in the Bank's affairs since the date hereof or thereof.

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 Tender Offers. BB Securities Ltd., Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC, are acting as Dealer Managers (the "Dealer Managers") for the Tender Offers.

Website: https://sites.dfkingltd.com/bb
Email: [email protected]

By Facsimile (For Eligible Institutions only): (212) 709-3328
Confirmation: (212) 269-5552
Attention: Andrew Beck

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 Offer Documents.

SOURCE Banco do Brasil S.A.