Brazil's BicBanco solicits consents to avert put right for 5¼% notes

By Jennifer Chiou

New York, April 17 - Brazil's Banco Industrial e Comercial SA (BicBanco) announced the start of a consent solicitation for its $400 million of senior notes due Oct. 25, 2015.

The bank is soliciting consents to pass an extraordinary resolution amending the definition of change of control in condition 6(g) of the note indenture in order to designate China Construction Bank Corp. as the controlling shareholder of the bank following its acquisition of control of BicBanco.

The proposed amendment would ensure that no change-of-control put right would be triggered following the acquisition of control of BicBanco by China Construction Bank.

The company gave notice of the noteholder meeting that will take place on May 9 in London.

At least two people holding more than a majority of the notes must be present or represented in order to form a quorum. To pass the extraordinary resolution, affirmative votes must be received from no less than 75% of those voting.

BicBanco said it will pay a consent fee of $1.25 per $1,000 principal amount of notes to those who validly deliver consents.

The solicitation expires at 5 a.m. ET on April 30.

Those who make arrangements to attend or be represented at the noteholder meeting after the expiration deadline and by the final voting deadline of 5 a.m. ET on May 8 will not be eligible for the consent fee.

The solicitation agent is Citigroup Global Markets Inc. (212 723-6106 or 800 558-3745). The tabulation and information agent is Global Bondholder Services Corp. (212 430-3774 and 866 470-3800).

BicBanco is a Sao Paulo-based lender.

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