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Banco BTG Pactual S.A. Announces the Commencement of a Tender Offer for its 8.750% Perpetual Non‑Cumulative Junior Subordinated Notes

SÃO PAULO, Nov. 1, 2017 /PRNewswire/ --

Banco BTG Pactual S.A.
a sociedade por ações incorporated in the Federative Republic of Brazil
(acting through its Luxembourg branch)

Offer to Purchase for Cash
Up to U.S.$390,000,000.00 Aggregate Principal Amount of its 8.750% Perpetual Non‑Cumulative Junior Subordinated Notes

Banco BTG Pactual S.A., a sociedade por ações incorporated under the laws of the Federative Republic of Brazil (the "Bank"), acting through its Luxembourg branch, hereby announces the commencement of its offer to purchase for cash (the "Tender Offer") up to U.S.$390,000,000.00 aggregate principal amount (the "Maximum Tender Amount") of the notes set forth in the table below (the "Notes"), upon the terms and subject to the conditions described in the Offer to Purchase, dated November 1, 2017 (the "Offer to Purchase"), the accompanying Letter of Transmittal dated November 1, 2017 (the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer Documents").

The following table sets forth certain terms of the Tender Offer:

Title of Notes


CUSIP and ISIN Numbers


Aggregate Principal

Amount (1)


Tender Offer

Consideration (2)

8.750% Perpetual

Non‑Cumulative Junior

Subordinated Notes


144A Note CUSIP: 05952V AA6

144A Note ISIN: US05952VAA61

Regulation S Note CUSIP: P0779L AA3

Regulation S Note ISIN: USP0779LAA37


U.S.$1,300,000,000.00


U.S.$1,000.00








(1) Includes an aggregate U.S.$1,066,854,000 principal amount of Notes currently held by the Bank or its affiliates, including PPLA Investments LP, which Notes are considered not to be "outstanding" for purposes of the Indenture (as defined below), but which will nevertheless be eligible for tender pursuant to this Tender Offer, and be counted for purposes of calculating the Maximum Tender Amount, as well as any eventual proration, in the same manner as Notes held by parties unaffiliated with the Bank. The Bank and entities affiliated with it have expressed an intention to tender all or part of the Notes held by each of them in this Tender Offer.

(2) Per U.S.$1,000 principal amount of Notes tendered and accepted for purchase.

The Tender Offer is open to all registered holders (individually, a "Holder," and collectively, the "Holders") of the Notes. Holders who properly tender their Notes (and do not validly withdraw) on or prior to 11:59 p.m., New York City time, on December 1, 2017 or any other date and time to which the Bank extends the Tender Offer (such date and time, as it may be extended, the "Expiration Date") will be eligible to receive the total consideration of U.S. $1,000.00 per U.S. $1,000.00 principal amount of the tendered Notes (the "Tender Offer Consideration"). In addition, all Notes accepted for payment will be entitled to receive accrued and unpaid interest in respect of such Notes ("Accrued Interest") from the last interest payment date prior to, but not including, the Settlement Date (as defined below).The Tender Offer Consideration and the Accrued Interest will be payable in cash. Tendered Notes may be validly withdrawn from the Tender Offer at or prior to, but not after, 11:59 p.m., New York City time, on December 1, 2017 (the "Withdrawal Deadline").

Subject to the Maximum Tender Amount, the Bank intends to accept for purchase all Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Date, and will only prorate such Notes if the aggregate principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Date exceeds the Maximum Tender Amount, as more fully described in the Offer to Purchase. There can be no assurance that the Bank will increase the Maximum Tender Amount.

Notes held by Bank or by its affiliates (excluding any Notes that are held by the Bank in custody for other Holders) are not considered to be "outstanding" for purposes of the indenture governing the Notes, but will nevertheless be eligible for tender pursuant to the Tender Offer, and be counted for purposes of calculating the Maximum Tender Amount, as well as any eventual proration, in the same manner as Notes held by parties unaffiliated with the Bank. Holders that are affiliated with the Bank hold a significant portion of the Notes and have expressed an intention to tender all or part of the Notes held by each of them in the Tender Offer.

The Bank intends to accept for purchase promptly following the Expiration Date, the amount of Notes equal to the amount of Notes validly tendered, subject to the Maximum Tender Amount, proration (if applicable) and all conditions to the Tender Offer having been either satisfied or waived by the Bank (the "Settlement Date"). The Settlement Date is expected to occur on the third Business Day (as defined in the Offer to Purchase) following the Expiration Date.

Notwithstanding any other provision of the Tender Offer, the Bank's obligation to accept for purchase, and to pay for, any Notes validly tendered pursuant to the Tender Offer, is conditioned upon the satisfaction of the General Conditions (as defined in the Offer to Purchase). The General Conditions to the Tender Offer are for the sole benefit of the Bank and may be asserted by the Bank, regardless of the circumstances giving rise to any such condition (including any action or inaction by the Bank). The Bank reserves the right, in its sole discretion, to waive any and all conditions of the Tender Offer, at or prior to the Expiration Date. The Tender Offer is not subject to a minimum principal amount of Notes being tendered.

Withdrawal rights with respect to the Notes will terminate on the Withdrawal Deadline, unless extended pursuant to applicable law. Accordingly, following the Withdrawal Deadline, any Notes validly tendered (whether before or on the Withdrawal Deadline) may no longer be validly withdrawn. For the withdrawal of a tendered Note to be valid, such withdrawal must comply with the procedures set forth in the Offer to Purchase.

Subject to applicable law and the terms set forth in the Offer to Purchase, the Bank reserves the right: (i) to extend or otherwise amend the Withdrawal Deadline or the Expiration Date or delay the acceptance for purchase of any Notes or delay the purchase of any Notes, (ii) to increase the Maximum Tender Amount without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights of Holders except as required by law; (iii) to waive or modify in whole or in part any and all conditions to the Tender Offer; (iv) to modify or terminate the Tender Offer; and (v) to otherwise amend the Tender Offer in any respect, in each case, at any time and from time to time, including without providing notice to Holders under certain circumstances. In the event that the Tender Offer is terminated or otherwise not completed, no consideration of any kind will be paid or become payable to the Holders who have tendered their Notes and such Notes shall be returned promptly to their respective Holders.

Holders who do not tender their Notes at or prior to the Expiration Date, or whose Notes are not accepted in the Tender Offer, will continue to hold their Notes. For a description of certain consequences to Holders who do not tender their Notes or whose Notes are not accepted for purchase, see "Certain Significant Considerations—The Tender Offer may adversely affect the market value and reduce the liquidity of any trading market of the Note" in the Offer to Purchase.

THE OFFER DOCUMENTS CONTAIN CERTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER, IN PARTICULAR, SEE "CERTAIN SIGNIFICANT CONSIDERATIONS" IN THE OFFER TO PURCHASE FOR A DISCUSSION OF CERTAIN FACTORS HOLDERS SHOULD CONSIDER IN CONNECTION WITH THE TENDER OFFER.

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

NONE OF THE BANK, ITS BOARD OF DIRECTORS, THE TENDER AND INFORMATION AGENT OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER ANY NOTES IN RESPONSE TO THE TENDER OFFER. HOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO TENDER ANY OF THEIR NOTES 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 Offer 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 Offer 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 Offer 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.

Any questions or requests for assistance or for additional copies of the Offer Documents may be directed to DF King & Co., Inc., the tender and information agent, at its telephone number set forth below.

D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
Banks and Brokers: +1 (212) 269-5550
Toll free (U.S. only): +1 (866) 796-3419

btgpactual@dfking.com

By Facsimile (For Eligible Institutions only): +1 (212) 709-3328
Confirmation: +1 (212) 269-5552
Attention: Andrew Beck

Copies of the Offer to Purchase, the related Letter of Transmittal and all press releases issued in connection with the Tender Offer will also be available, during the period of the Tender Offer, at www.dfking.com/btgpactual. A Holder (or a beneficial owner that is not a Holder) may also contact the Bank at its telephone number set forth below or its Nominee for assistance concerning the Offer Documents.

Banco BTG Pactual
(acting through its Luxembourg branch):

Praia de Botafogo, 501, 5º e 6º andares,
Rio de Janeiro, RJ–22250-040, Brazil
+55 21 3262-9717

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SOURCE Banco BTG Pactual S.A.