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Banco do Brasil S.A., Acting Through Its Grand Cayman Branch, Announces The Expiration Of The Consent Solicitation Relating To Its 2020 Notes And The Passing Of The Extraordinary Resolution In Respect Of The Proposed Amendment To Its 2020 Notes

SAO PAULO, Sept. 18, 2019 /PRNewswire/ -- Banco do Brasil S.A., acting through its Grand Cayman branch (the "Company") hereby announces that it has received the requisite consents in connection with its previously announced consent solicitation in respect of the Notes (as defined below) (the "Solicitation") to amend the conditions of the Notes as set out in the trust deed (the "Trust Deed") governing 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 "Notes") pursuant to the terms contained in the consent solicitation statement in respect of the Notes dated August 26, 2019 (the "Solicitation Statement").

As described in more detail in the Solicitation Statement, the Company conducted the Solicitation to amend an event of default relating to the Notes contained in the Trust Deed 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 Amendment aligns the terms of the Trust Deed with certain of the Company's other outstanding U.S. dollar-denominated bonds issued in the international capital markets containing such provisions.

The Solicitation expired at 5:00 p.m., New York Time, on September 16, 2019 (the "Expiration Deadline"). A meeting of the holders of the Notes was held at 10.00 a.m., London time, on September 18, 2019 (the "Meeting"). At the Meeting, the extraordinary resolution in respect of the Proposed Amendment was duly passed. Holders of Notes may no longer revoke consents.

Accordingly, pursuant to the terms set forth in the Solicitation Statement, a supplemental trust deed was entered into on September 18, 2019 in order to implement the Proposed Amendment (the "Seventh Supplemental Trust Deed"). The Proposed Amendment will not become operative unless and until the Company has (i) paid the applicable Consent Fee (as defined below) to each holder of the Notes entitled thereto, and (ii) confirmed to the trustee under the Trust Deed (the "Trustee") in writing that the Consent Fees (as defined below) have so been paid. Upon the satisfaction of such conditions, the terms of the Seventh Supplemental Trust Deed will apply to all Notes, including Notes held by holders who did not deliver consents to the Proposed Amendment.

Upon the terms and subject to the conditions set forth in the Solicitation Statement, the Company will pay to each holder of the Notes (i) who delivered valid consents by delivering a form of sub-proxy prior to the Early Consent Deadline (as defined in the Solicitation Statement) a cash payment of US$2.50 per US$1,000 principal amount of Notes for which consents have been delivered by such holder (the "Early Consent Fee") and (ii) who delivered valid consents by delivering a form of sub-proxy after the Early Consent Deadline and prior to the Expiration Deadline a cash payment of US$1.00 per US$1,000 principal amount of Notes for which consents have been delivered by such holder (the "Late Consent Fee" and, together with the Early Consent Fee, the "Consent Fees" and each, a "Consent Fee"). The Company currently expects to make the payment of the applicable Consent Fee to eligible holders of the Notes on September 25, 2019. Interest will not accrue on or be payable with respect to the Consent Fees. No consent payment will be payable with respect to any consents received after the Expiration Deadline or to holders of Notes who did not deliver a valid and unrevoked consent at or prior to the Expiration Deadline.

As announced in its press release dated as of September 11, 2019, the Company's concurrent solicitation of consents to certain amendments from holders of its 3.875% Senior Notes due 2022 expired at 5:00 p.m., New York City time, on September 11, 2019 (the "Concurrent Consent Solicitation") and the Company executed the Second Supplemental Indenture related thereto on September 11, 2019.

Questions concerning the terms of the Solicitation or the payment of the Consent Fees, or questions concerning the Concurrent Consent Solicitation, should be directed to D.F. King & Co., the Information and Tabulation Agent in respect of the Solicitation and the Concurrent Consent Solicitation, using the contact details below:

D.F. King & Co., Inc.


Email: bb@dfkingltd.com


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



New York

London



48 Wall Street – 22nd Floor

65 Gresham Street

New York, NY 10005

London, EC2V 7NQ



Banks and Brokers call: +1-212-269-5550

Telephone: +44 (0)20 7920 9700

All others call toll free (U.S. only):


+1-800-829-6554




Fax: +1 (212) 709-3328


Attn: Andrew Beck


Confirmation: +1 (212) 269-5552


Important Notice

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities. This announcement must be read in conjunction with the Solicitation Statement. None of the Company, the Trustee, nor the Information and Tabulation Agent made any recommendation as to whether or not holders of Notes should have provided consents in connection with the Solicitation. Holders of Notes should not construe the contents of this press release, the Solicitation Statement or any related materials as legal, business or tax advice. Each recipient should consult its own attorney, business advisor and tax advisor as to legal, business, tax and related matters concerning the Solicitation.

The Solicitation was not made to, and consent were not accepted from or on behalf of, a holder of Notes in any jurisdiction in which the making of the Solicitation or the acceptance thereof would not be in compliance with the laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Solicitation to be made by a licensed broker or dealer, the Solicitation will be deemed to have been made on behalf of the Company by one or more registered brokers or dealers that are appropriately licensed under the laws of such jurisdiction.

The communication of this announcement and any other documents or materials relating to the Solicitation 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 NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE SUCH ANNOUNCEMENT.

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