FOR LISTING PURPOSES ONLY U.S.$100,000,000 Banco ABC
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FOR LISTING PURPOSES ONLY U.S.$100,000,000 Banco ABC Brasil S.A. (incorporated as a corporation (sociedade por ações) under the laws of the Federative Republic of Brazil) 7.875% Subordinated Notes due 2020 We are issuing U.S.$100,000,000 aggregate principal amount of 7.875% Subordinated Notes due 2020 (the “New Notes”). The New Notes will be additional notes issued under the indenture dated as of April 8, 2010 between us, The Bank of New York Mellon, as Trustee, registrar, paying agent and transfer agent and The Bank of New York Mellon Trust (Japan) Ltd., as Principal Paying Agent (the “Original Indenture”) governing the U.S.$300,000,000 7.875% Subordinated Notes due 2020 (the “Existing Notes” and, together with the New Notes, the “Notes”) as supplemented by a supplemental indenture to be dated October 9, 2012 (the “Supplemental Indenture” and together with the Original Indenture, the “Indenture”). The New Notes will have identical terms and conditions as the Existing Notes, other than the issue date and issue price, and will be consolidated and form a single series with, and vote together as a single class with, the Existing Notes. The New Notes and the Existing Notes will share the same ISIN and CUSIP numbers and be fungible, except that the New Notes offered and sold in compliance with Regulation S shall be issued and maintained under temporary ISIN and CUSIP numbers during a 40 day distribution compliance period commencing on the date of issuance of the New Notes. The Notes will mature on April 8, 2020. Interest on the New Notes will accrue from and including October 8, 2012 at a rate of 7.875% per annum. We will pay interest on the New Notes semi-annually in arrears on each April 8 and October 8 of each year, commencing on April 8, 2013. See “Description of the Notes.” The Notes will be our unsecured and subordinated obligations. Payment of principal on the Notes may be accelerated only in the case of certain events involving our bankruptcy, liquidation or dissolution or similar events, and we will only be required to make payment on acceleration of the Notes in the event of our dissolution or after we have been declared bankrupt, put into liquidation or otherwise liquidated for purposes of Brazilian law. There will be no right of acceleration of the Notes in the case of a default in our performance of any of our covenants, including the payment of principal or interest in respect of the Notes. If we are not in compliance with operational limits required by current or future regulations generally applicable to Brazilian banks, or if the payment of interest or principal would cause us to fail to be in compliance with those operational limits, we may defer that payment of interest or principal until we are in compliance with those operational limits and the payment of interest or principal would no longer cause us to fail to be in compliance with those operational limits. We have a one-time right to amend the terms of the Notes without consent of the holders solely to comply with the requirements of the Brazilian Central Bank (the “Central Bank”) to qualify the Notes as Tier II capital pursuant to the Brazilian National Monetary Council (Conselho Monetário Nacional or the “CMN”) Resolution No. 3,444 of February 28, 2007, as amended (“CMN Resolution No. 3,444”). We are however not permitted to make any amendments without consent if those amendments would affect the interest rate of the Notes, the method of computing the amount of principal, interest or other amounts payable on any date, change any place of payment or any currency of payment, change any redemption provision, the cumulative nature of interest payments due on amounts in arrears, the outstanding principal amount of the Notes, the ranking of the Notes or the maturity date of the Notes. Investing in the Notes involves risks. See “Risk Factors” beginning on page 25. This Offering Memorandum comprises “listing particulars” for the purpose of the application to the Irish Stock Exchange for the listing of the Notes. Application has been made to the Irish Stock Exchange to approve these listing particulars and to admit the New Notes to listing on the Official List, and to trading on the Global Exchange Market, of the Irish Stock Exchange. Price: 106.50% of the principal amount plus accrued interest from and including October 8, 2012 to but excluding October 9, 2012 Purchasers of New Notes will be required to pay accrued interest totaling U.S.$21,875, or U.S.$0.21875 per U.S.$1,000 principal amount of New Notes, from and including October 8, 2012 up to, but excluding, October 9, 2012, the date we expect to deliver the New Notes. There is currently no public market for the New Notes. The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws. We are only offering the New Notes to qualified institutional buyers as defined in Rule 144A and to non-U.S. persons outside the United States in compliance with Regulation S. Prospective purchasers who are qualified institutional buyers are hereby notified that the sellers of the New Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. See “Transfer Restrictions.” We expect that the New Notes will be ready for delivery in book-entry form through The Depository Trust Company (“DTC”) and its direct and indirect participants, including Clearstream Banking, société anonyme, Luxembourg (“Clearstream, Luxembourg”) and Euroclear Bank S.A./N.V. (“Euroclear”), on or about October 9, 2012. Joint Bookrunners HSBC Itaú BBA Santander The date of this Offering Memorandum is October 10, 2012. You should rely only on the information contained in this Offering Memorandum. We, HSBC Securities (USA) Inc., Itau BBA USA Securities, Inc. and Santander Investment Securities Inc. (together, the “Initial Purchasers”), or their affiliates have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the Initial Purchasers are not, making an offer to sell the New Notes in any jurisdiction where the offer or sale is not permitted. This document may only be used where it is legal to sell the New Notes. You should assume that the information appearing in this Offering Memorandum is accurate only as of the date on the front cover of this Offering Memorandum. Our business, financial condition, results of operations and prospects may have changed since that date. In this Offering Memorandum, unless otherwise indicated or the context otherwise requires, all references to “we,” “our,” “ours,” “us,” “Bank” or similar terms refer to Banco ABC Brasil S.A. and its consolidated subsidiaries, and references to “the Issuer” are to Banco ABC Brasil S.A. We are relying on an exemption from registration under the Securities Act for offers and sales of securities that do not involve a public offering. The New Notes offered are subject to restrictions on transferability and resale and may not be transferred or resold in the United States except as permitted under the Securities Act and applicable U.S. state securities laws pursuant to registration or exemption from them. By purchasing the New Notes, you will be deemed to have made the acknowledgements, representations and warranties and agreements described under the heading “Transfer Restrictions” in this Offering Memorandum. You should understand that you may be required to bear the financial risks of your investment for an indefinite period of time. We have prepared this Offering Memorandum for use solely in connection with the proposed offering of the New Notes outside of Brazil. This Offering Memorandum is personal to the offeree to whom it has been delivered by the agents and does not constitute an offer to any other person or to the public in general to acquire the New Notes. Distribution of this Offering Memorandum to any person other than the offeree and those persons, if any, retained to advise that offeree with respect thereto, is unauthorized, and any disclosure of any of its contents without our prior written consent is prohibited. Each offeree, by accepting delivery of this Offering Memorandum, agrees to the foregoing and agrees not to make any photocopies of this Offering Memorandum in whole or in part. We and the Initial Purchasers reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less than all of the New Notes offered by this Offering Memorandum. We, having made all reasonable inquiries, confirm that the information contained in this Offering Memorandum is true and accurate in all material respects, that the opinions and intentions we express in this Offering Memorandum are honestly held, and that there are no other facts the omission of which would make this Offering Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. We accept responsibility accordingly. This Offering Memorandum summarizes certain documents and other information and we refer you to them for a more complete understanding of what we discuss in this Offering Memorandum. In making an investment decision, you must rely on your own examination of our company and the terms of the offering and the New Notes, including the merits and risks involved. We are not making any representation to any purchaser of the New Notes regarding the legality of an investment in the New Notes under any laws or regulations.