SÃO PAULO, Oct. 11, 2018 /PRNewswire/ --
BANCO MERCANTIL DO BRASIL S.A.
(a corporation, or sociedade por ações, incorporated in the Federative Republic of Brazil, and acting through its principal office in Brazil)
Offer to Purchase for Cash
Up to U.S.$50,000,000 of Banco Mercantil do Brasil S.A.'s Outstanding 9.625% Subordinated Notes due 2020
(CUSIP: 05961G AA8 and P1400A AA2; ISIN: US05961GAA85 and USP1400AAA27)
Banco Mercantil do Brasil S.A. (the "Bank") hereby announces its offer to purchase for cash up to U.S.$50,000,000 (the "Tender Cap") of its outstanding 9.625% Subordinated Notes due 2020 (CUSIP: 05961G AA8 and P1400A AA2; ISIN: US05961GAA85 and USP1400AAA27) (the "Notes"), from holders thereof (each, a "Holder" and collectively, the "Holders"), at the price set forth below, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 11, 2018 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), which constitutes the Offer (the "Offer"). As of the date hereof, the aggregate principal amount of Notes outstanding is U.S.$155,383,000.
THE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON NOVEMBER 7, 2018 (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED IN THE BANK'S SOLE DISCRETION, THE "EXPIRATION DEADLINE"). HOLDERS MUST VALIDLY TENDER THEIR NOTES ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 24, 2018 (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED, IN THE BANK'S SOLE DISCRETION, THE "EARLY TENDER DEADLINE") AND MUST NOT WITHDRAW SUCH NOTES ON OR PRIOR TO THE WITHDRAWAL DEADLINE (AS DEFINED HEREIN) TO BE ELIGIBLE TO RECEIVE THE TOTAL CONSIDERATION (AS DEFINED HEREIN) AND ACCRUED INTEREST (AS DEFINED HEREIN) ON THE EARLY SETTLEMENT DATE (AS DEFINED HEREIN). HOLDERS MUST VALIDLY TENDER THEIR NOTES ON OR PRIOR TO THE EXPIRATION DEADLINE TO BE ELIGIBLE TO RECEIVE THE TENDER OFFER CONSIDERATION (AS DEFINED HEREIN) AND ACCRUED INTEREST ON THE FINAL SETTLEMENT DATE (AS DEFINED HEREIN). VALIDLY TENDERED NOTES MAY BE WITHDRAWN IN ACCORDANCE WITH THE TERMS OF THE OFFER ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 24, 2018 (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED, IN THE BANK'S SOLE DISCRETION, THE "WITHDRAWAL DEADLINE").
D. F. King & Co., Inc. is acting as the tender agent (in such capacity, the "Tender Agent") and as the information agent (in such capacity, the "Information Agent") for the Offer. Goldman Sachs & Co. LLC is acting as Dealer Manager for the Offer (the "Dealer Manager").
The following table summarizes the material pricing terms for the Offer:
CUSIP and ISIN Nos.
Amount of Notes
CUSIP: 05961G AA8
Regulation S Notes
CUSIP: P1400A AA2
Per $1,000 principal amount of Notes tendered and accepted for purchase.
Plus accrued and unpaid interest from, and including, the last interest payment date to, but not including, the applicable Settlement Date.
The Total Consideration includes the Early Tender Premium.
Subject to the terms and conditions set forth in the Offer to Purchase, the Bank hereby offers to pay each Holder that validly tenders its Notes on or prior to the Early Tender Deadline an amount in cash in U.S. dollars equal to the Total Consideration (as defined herein) and Accrued Interest (as defined below). The "Total Consideration" for each U.S.$1,000 principal amount of Notes validly tendered and not validly withdrawn is equal to U.S.$975.00, such price being rounded to the nearest U.S.$0.01 per U.S.$1,000 principal amount of Notes. The Total Consideration includes an early tender premium (the "Early Tender Premium") of U.S.$50.00 per U.S.$1,000 principal amount of Notes validly tendered on or prior to the Early Tender Deadline and not validly withdrawn on or prior to the Withdrawal Deadline. The "Tender Offer Consideration" for each U.S.$1,000 principal amount of Notes validly tendered and not withdrawn is equal to the Total Consideration less the Early Tender Premium. Holders who validly tender their Notes after the Early Tender Deadline but on or prior to the Expiration Deadline and do not withdraw their tender will be eligible to receive the Tender Offer Consideration. In each case, Holders whose Notes are accepted for purchase shall receive accrued and unpaid interest from, and including, the last interest payment date to, but not including, the applicable Settlement Date (as defined herein), payable on the applicable Settlement Date ("Accrued Interest"). Tenders of Notes will not be valid if submitted after the Expiration Deadline.
The "Settlement Date" for (i) Notes validly tendered on or prior to the Early Tender Deadline and not validly withdrawn on or prior to the Withdrawal Deadline, will be a date that the Bank currently anticipates to be on or about October 26, 2018 (the "Early Settlement Date"), and (ii) Notes validly tendered after the Early Tender Deadline and on or prior to the Expiration Deadline, will be a date that the Bank currently anticipates to be on or about November 9, 2018 (the "Final Settlement Date" and, together with the Early Settlement Date and any additional settlement dates, each a "Settlement Date"). If the Bank determines, in its sole discretion, to extend the Offer beyond the Expiration Deadline, the Bank will have a new Settlement Date with respect to Notes validly tendered after the Early Tender Deadline and on or prior to the Expiration Deadline. "Business Day" shall mean a day other than a Saturday, Sunday or other day on which banking institutions in New York City are permitted or required by applicable law to remain closed. During any extension of the Offer, all Notes previously tendered and not accepted for purchase pursuant to the Offer will remain subject to the Offer and may, subject to the terms and conditions of the Offer, be accepted for purchase by the Bank.
The Bank's obligation to accept for payment, and to pay the Total Consideration or the Tender Offer Consideration, as applicable, and Accrued Interest for, Notes validly tendered and not validly withdrawn pursuant to the Offer is subject to, and conditioned upon, the satisfaction of, or waiver of, the conditions described in the Offer to Purchase.
If any Notes are purchased in the Offer, Notes validly tendered (and not validly withdrawn) on or prior to the Early Tender Deadline will be accepted for purchase in priority to other Notes validly tendered in the Offer after the Early Tender Deadline. Accordingly, if the Tender Cap is reached in respect of tenders made on or prior to the Early Tender Deadline, no Notes that are validly tendered after the Early Tender Deadline will be accepted for purchase and any Notes accepted for purchase on the Early Settlement Date will be accepted on a prorated basis up to the amount of the Tender Cap.
Notes may be tendered and accepted for payment only in principal amounts equal to minimum denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof. No alternative, conditional or contingent tenders will be accepted. Holders who tender fewer than all of their Notes must continue to hold Notes in the minimum authorized denomination of U.S.$100,000 principal amount. All references in this Offer to Purchase to "U.S.$" are to U.S. dollars, the lawful currency of the United States of America.
Subject to applicable law and the terms set forth in the Offer to Purchase, the Bank reserves the right with respect to the Offer: (i) to extend or otherwise amend the Early Tender Deadline or the Expiration Deadline; (ii) to waive or modify in whole or in part any and all conditions to the Offer; (iii) to modify or terminate the Offer; and (iv) to otherwise amend the Offer in any respect. In the event of the termination of the Offer, the Notes tendered pursuant to the Offer and not previously accepted and purchased will be promptly returned to the tendering Holders.
THE OFFER TO PURCHASE SHOULD BE READ CAREFULLY BEFORE A DECISION IS MADE WITH RESPECT TO THE OFFER.
NEITHER THE OFFER TO PURCHASE NOR ANY OF THE OTHER DOCUMENTS RELATING TO THE 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 OTHER DOCUMENTS RELATING TO THE OFFER. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.
NONE OF THE BANK, ITS BOARD OF DIRECTORS, THE INDENTURE TRUSTEE (AS DEFINED IN THE OFFER TO PURCHASE), THE INFORMATION AGENT, THE TENDER AGENT, THE DEALER MANAGER OR ANY OF THEIR RESPECTIVE AFFILIATES MAKES ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER, OR REFRAIN FROM TENDERING AS TO ALL OR ANY PORTION OF THE PRINCIPAL AMOUNT OF THEIR NOTES PURSUANT TO THE OFFER, NOR SHOULD THE OFFER TO PURCHASE BE CONSTRUED AS INVESTMENT, ACCOUNTING, LEGAL OR TAX ADVICE BY SUCH PARTIES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, ATTORNEYS OR EMPLOYEES. HOLDERS MUST MAKE THEIR OWN DECISIONS AND SHOULD CONSULT THEIR OWN ATTORNEYS, ACCOUNTANTS AND OTHER ADVISORS WITH REGARD TO TENDERING NOTES.
If you do not tender your Notes or if you tender Notes that are not accepted for purchase, they will remain outstanding. If the Bank consummates the Offer, the trading market for your outstanding Notes may be significantly more limited. For a discussion of this and other risks, see "Certain Significant Considerations" in the Offer to Purchase.
Neither this announcement nor the Offer to Purchase 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 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 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 or the Offer to Purchase nor any purchase of Notes under the Offer shall under any circumstances create any implication that the information contained herein and 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 Dealer Manager may be tendering Notes in connection with the Offer.
Neither this announcement nor the Offer to Purchase 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.
The Tender Agent and Information Agent for the Offer is:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers call: +1 (212) 269-5550
All others call toll free (U.S. only): +1 (800) 967-5019
Any questions or requests for assistance or for additional copies of the Offer to Purchase may be directed to the Information Agent at one of its telephone numbers above. A Holder (or a beneficial owner that is not a Holder) may also contact the Dealer Manager at its telephone number set forth below or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.
The Dealer Manager for the Offer is:
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
Attention: Liability Management Group
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SOURCE Banco Mercantil do Brasil S.A.