Final Offering Circular Luxse
OFFERING CIRCULAR U.S.$300,000,000 Banco do Brasil S.A. acting through its Grand Cayman branch 8.5% Subordinated Notes due 2014 Banco do Brasil S.A., a bank with limited liability organized as a sociedade anônima under the laws of the Federative Republic of Brazil (“Banco do Brasil” or the “Bank”), acting through its Grand Cayman branch (the “Grand Cayman Branch”), is issuing U.S.$300,000,000 aggregate principal amount of 8.5% Subordinated Notes due 2014 (the “Notes”). The Notes will mature on September 20, 2014, unless the maturity of the Notes is extended as a result of certain currency exchange or transfer restrictions being in effect on the maturity date, in which case the maturity of the Notes will be no later than March 20, 2016. The Notes will be subject to redemption only in the event of certain changes in Brazilian and other withholding taxes, subject to the prior approval of the Central Bank of Brazil (the “Central Bank”). In addition, if payment of interest or principal on the Notes would otherwise result in violation of capital adequacy ratios required of Brazilian banking institutions, payment of interest and principal will be suspended for the duration of that inadequacy. Interest on the Notes will accrue from and including September 20, 2004 and will be payable semi- annually in arrears on March 20 and September 20 of each year, commencing on March 20, 2005. See “Description of the Notes”. The Letter of Credit Custodian, on behalf of the Noteholders, will have the benefit of an irrevocable standby letter of credit (the “Letter of Credit”) provided by Credit Suisse First Boston, acting through its Cayman Islands branch (the “Letter of Credit Issuer”), to provide coverage (in an amount equal to three payments of scheduled interest on the Notes (plus an amount equal to 30 days of interest payable on three accrued payments of scheduled interest), and 18 months of fees (but not expenses) due and payable to the Trustee under the Indenture) in the event of the Bank’s inability to convert Brazilian Reais into U.S.
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