Banco do Brasil receives consents to amend 6% notes due 2020

Chicago, Sept. 18 – Banco do Brasil SA, acting through its Grand Cayman branch, announced it has received requisite consents from holders of its 6% senior notes due 2020 to amend the notes.

As reported, the bank was separately soliciting consents from holders of its 3 7/8% notes and its 6% notes due 2020.

The issuer was soliciting consents from holders of record as of 5 p.m. ET on Sept. 9 of its 2020 notes to enter into a supplemental trust deed amending the amended and restated trust deed dated July 3, 2003 with BB-Leasing SA Arrendamento Mercantil and Law Debenture Trust Corp. plc as trustee.

The issuer was proposing to amend an event of default contained in the 2022 notes indenture and in the 2020 notes trust deed, respectively, that would be triggered if Banco do Brasil ceased to be owner of 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 voting share capital.

The proposed amendments align the terms of the 2022 notes and the 2020 notes with those of the company’s other outstanding dollar-denominated bonds issued in the international capital markets containing those provisions.

The bank has previously announced that it received enough consents for the 3 7/8% notes.

2020 notes solicitation

The solicitation expired at 5 p.m. ET on Sept. 16 for the 2020 notes.

There was an early consent deadline for the 2020 notes at 5 p.m. ET on Sept. 11.

The 2020 noteholders voted on extraordinary resolutions to amend the 2020 notes at a meeting scheduled for 5 a.m. ET on Sept. 18 in London.

The quorum required for the meeting was two or more noteholders representing in aggregate at least 50% in principal amount of the 2020 notes.

A majority of not less than 75% of the votes cast at the meeting were in favor of the extraordinary resolutions so that they could be passed.

The company was offering a consent fee of $2.50 per $1,000 principal amount of notes for which consents have been delivered by the early consent deadline and $1.00 per $1,000 principal amount for consents delivered after.

The consent fee is expected to be paid no later than five business days following the meeting.

2022 notes solicitation

The consent solicitation expired at 5 p.m. ET on Sept. 11 for the 2022 notes

Specifically, the issuer was seeking consents from holders of record as of 5 p.m. ET on Aug. 26 of its 2022 notes to enter into a supplemental indenture amending the indenture dated Oct. 10, 2012 with Banco do Brasil SA, acting through its New York branch, as guarantor and Deutsche Bank Trust Co. Americas as trustee.

As the company obtained consents from holders of a majority in principal amount of the outstanding 2022 notes, the company will pay a consent fee of $2.50 in cash for each $1,000 principal amount of notes to holders who delivered their consents by the expiration time. The consent fee is expected to be paid within five business days of the expiration deadline.

BB Securities Ltd. (+44 20 7367 5800), HSBC Securities (USA) Inc. (888 472-2456 or 212 525-5552) and J.P. Morgan Securities LLC (866 846-2874 or 212-834-7279) are consent solicitation agents for both consent solicitations.

D.F. King & Co., Inc. (bb@dfkingltd.com, https://sites.dfkingltd.com/bb, +44 20 7920 9700, 212 269-5550 for banks and brokers and 800 829-6554 for all others) is the information agent and tabulation agent.

The government-owned bank is based in Brasilia, Brazil.

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