Banco do Brasil S.A. Announces the Final 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, Oct. 12, 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 final 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.
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 occurred on September 27, 2021 (the "Early Settlement Date"). The Purchaser accepted for purchase U.S.$724,567,000 in aggregate principal amount of 2022 Notes on the Early Settlement Date in accordance with the terms of the Offer Documents. Accordingly, as a result of the application of the Acceptance Priority Levels, no 2023 Notes and 2024 Notes were accepted for purchase by the Purchaser in the Offers.
The Bank hereby announces that as of October 8, 2021, at 11:59 p.m. New York City time (which was the Expiration Time), the Purchaser had not increased the Aggregate Offer Limit. Therefore, no additional tendered Notes shall be accepted for purchase pursuant to the Offers. Any Notes tendered pursuant to the Offers but not accepted for purchase by the Purchaser on the Early Settlement Date will be promptly returned to Holders.
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 MADE ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER ANY NOTES IN RESPONSE TO THE OFFERS. HOLDERS WERE REQUIRED TO 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 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. acted 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., acted as Dealer Managers (the "Dealer Managers") for the Offers.
The Tender and Information Agent for the Offers was: |
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D.F. King & Co., Inc. |
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By Mail, Hand or Overnight Courier: 48 Wall Street 22nd Floor New York, New York 10005 United States of America Attention: Michael Horthman E-mail:[email protected] |
By Facsimile Transmission: (for eligible institutions only) +1-212-709-3328 Attention: Michael Horthman Confirmation by Telephone +1-212-232-3233 |
Banks and brokers, call: +1-212-269-5550 |
The Dealer Managers for the Offers were: |
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UBS Securities LLC
1285 Avenue of the Americas New York, New York 10019 United States of America Attention: Liability Management Group Toll-Free: +1-888-719-4210 Call Collect: +1-203-719-4210 |
BofA Securities, Inc.
One Bryant Park New York, New York 10036 United States of America Toll Free: +1-888-292-0070 Collect: +1-646-855-8988 Attention: Liability Management Group |
Banco BTG Pactual S.A.
601 Lexington Avenue, 57th Floor United States of America |
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HSBC Securities (USA) Inc.
452 Fifth Avenue New York, New York 10018 United States of America Attn: Global Liability Management Group |
Santander Investment Securities Inc.
45 East 53rd Street, 5th Floor New York, New York 10022 United States of America Fax: +1-212-407-0930 E-mail: [email protected] Attention: Debt Capital Markets |
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SOURCE Banco do Brasil S.A.
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