BBAS3 Banco do Brasil SA

SAO PAULO, Sept. 24, 2014 /PRNewswire/ -- Banco do Brasil S.A., acting through its Grand Cayman Branch (the "Issuer"), today announced the commencement of an offer to exchange any and all of the Issuer's outstanding 8.50% Perpetual Non-cumulative Junior Subordinated Securities (the "Existing Securities") for Newly-Issued 8.50% Perpetual Non-cumulative Junior Subordinated Securities (the "New Securities") (the "Exchange Offer"). The Exchange Offer is being made pursuant to the exchange offer memorandum dated September 23, 2014 (the "Exchange Offer Memorandum") and the related letter of transmittal (the "Letter of Transmittal" and, together with the Exchange Offer Memorandum, the "Offer Documents"). The principal purpose of the Exchange Offer is to acquire all the outstanding Existing Securities.

The table below summarizes certain payment terms for the Existing Securities:

(1) The Total Exchange Price includes an Early Exchange Payment of U.S.$30.00 principal amount of New Securities for each U.S.$1,000 principal amount of Existing Securities. In addition, accrued and unpaid interest ("Accrued Interest") up to, but not including, (i) in the case of any Existing Securities accepted for purchase at or before the Early Exchange Date, the Early Settlement Date, and (ii) in the case of any remaining Existing Securities accepted for purchase after the Early Exchange Date but at or prior to the Expiration Date, the Final Settlement Date, will be paid.

The Exchange Offer is being made in reliance upon an exemption from the registration requirements under the U.S. Securities Act of 1933 (the "Securities Act"), as amended, and analogous provisions of certain state securities laws. The Exchange Offer is only being made to holders of Existing Securities that have previously completed and returned to us an Eligibility Letter and that are (i) a "qualified institutional buyers," as that term is defined in Rule 144A under the Securities Act and under applicable state securities laws, or (ii) persons other than "U.S. persons," as that term is defined in Rule 902 under the Securities Act, or acquiring for the account of a U.S. person (other than as a distributor), and is acquiring New Securities in an offshore transaction in accordance with Rule 903 of Regulation S under the Securities Act.

The Exchange Offer will expire at 11:59 P.M., New York City time, on October 21, 2014, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the "Expiration Date"). Eligible Holders who validly exchange (and do not validly withdraw) their Existing Securities at or prior to 5:00 P.M., New York City time, on October 6, 2014, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the "Early Exchange Date"), will be eligible to receive the Total Exchange Price (as defined below), which includes the Early Exchange Payment (as defined below), plus Accrued Interest. Eligible Holders who validly exchange Existing Securities after the Early Exchange Date but at or prior to the Expiration Date in the manner described herein will not be eligible to receive the Early Exchange Payment and will therefore only be eligible to receive the Exchange Price (as defined below), plus Accrued Interest. Existing Securities that have been validly exchanged pursuant to the Exchange Offer may be validly withdrawn prior to the Early Exchange Date but not thereafter except as may be required by applicable law.

The "Total Exchange Price" for each U.S.$1,000 principal amount of Existing Securities validly exchanged (and not validly withdrawn) at or prior to the Early Exchange Date and accepted for purchase pursuant to the Exchange Offer will be a principal amount of New Securities equal to U.S.$1,180.00, which includes an early exchange payment equal to a principal amount of New Securities equal to U.S.$30.00 (the "Early Exchange Payment"), and will be eligible to receive the Total Exchange Price on the third business day following the Early Exchange Date (the "Early Settlement Date") or as soon as practicable thereafter. Eligible Holders who validly exchange Existing Securities after the Early Exchange Date but at or prior to the Expiration Date and whose Existing Securities are accepted for purchase will not be entitled to receive the Early Exchange Payment and will therefore be entitled to receive, for each U.S.$1,000.00 principal amount of Existing Securities accepted for purchase, a principal amount of New Securities equal to U.S.$1,150.00 (the "Exchange Price"). 

The Issuer intends to accept for exchange on the Early Settlement Date all Existing Securities validly exchanged (and not validly withdrawn) at or prior to the Early Exchange Date. The Issuer also intends to accept for exchange on the settlement date that is expected to be on the third business day following the Expiration Date or as soon as practicable thereafter (the "Final Settlement Date") all Existing Securities validly exchanged (and not validly withdrawn) after the Early Exchange Date but at or prior to the Expiration Date.

Notwithstanding any other provision of the Exchange Offer, the Issuer's obligation to accept for exchange any Existing Securities validly tendered is subject to the condition that a minimum of U.S.$500.0 million aggregate principal amount of the New Securities shall be issued in exchange for the Existing Securities in the Exchange Offer and the satisfaction of certain other general conditions described in the Exchange Offer Memorandum. The Issuer may terminate the Exchange Offer or, at its option, modify, extend or otherwise amend the Exchange Offer. The Issuer may waive any general condition in its sole discretion.

The Information Agent and Exchange Agent for the Exchange Offer is D.F. King & Co., Inc. To contact the Information Agent and Exchange Agent, banks and brokers may call +1-212-269-5550, and others may call U.S. toll-free: (877) 283-0319. Additional contact information is set forth below.

By Mail, Hand or Overnight Courier:

D.F. King & Co., Inc.
48 Wall Street
22nd Floor
New York, NY 10005
USA
Attention: Krystal Scrudato
Email: bb@dfking.com

This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Existing Securities or the New Securities or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Exchange Offer is made only by and pursuant to the terms of the Exchange Offer Memorandum and the Letter of Transmittal and the information in this notice is qualified by reference to the Exchange Offer Memorandum and related Letter of Transmittal. None of the Issuer, the dealer managers or the Information Agent and Exchange Agent makes any recommendations as to whether holders should exchange their Existing Securities pursuant to the Exchange Offer.

This notice to the market does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country. The Exchange Offer was not and will not be registered with the Brazilian Securities and Exchange Commission (CVM) or under the Securities Act. Consequently, the New Securities issued in the Exchange Offer cannot be offered or sold in the United States or to U.S. citizens without registration or an exemption from the registration requirements, under the Securities Act.

This notice to the market is released for disclosure purposes only, in accordance with applicable legislation. It not does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Issuer. This notice to the market is not for distribution in or into or to any person located or resident in the United States, its territories and possessions, any state of the United States or the District of Columbia or in any jurisdiction where it is unlawful to release, publish or distribute this announcement.

Forward-Looking Statements

This notice includes and references "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may relate to, among other things, the Issuer's business strategy, goals and expectations concerning its market position, future operations, margins and profitability.

Although the Issuer believes the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.

The Issuer undertakes no obligation to update any of its forward-looking statements.

Jose Mauricio Pereira Coelho
Director
Banco do Brasil S.A.

SOURCE Banco do Brasil S.A.