Banco Fibra buys $38.1 million 8˝% notes at 83 in Dutch auction

By Susanna Moon

Chicago, March 2 – Brazil’s Banco Fibra SA said it is accepting for payment $38,105,000 principal amount of the $110 million of outstanding 8˝% subordinated notes due 2016 issued through its Cayman Islands branch.

The company received tenders for $39,705,000 of the notes prior to the early tender deadline, which was 5 p.m. ET on March 1, according to the company announcement.

When the tender offer began Feb. 17, the company had offered to purchase up to $25 million principal amount of the notes by modified Dutch auction. The amount was later increased to $38,105,000.

The clearing price was set at $830 for each $1,000 principal amount, at the bottom of the bid price range of $830 to $880 per $1,000 par amount.

The total payment for each $1,000 principal amount of notes tendered before the early tender date and accepted for purchase is equal to the clearing price.

The total amount includes an early tender premium of $50.00 per $1,000 principal amount of notes tendered the early tender deadline.

Holders who tender their notes after the early deadline will receive the total amount less the early premium.

The bank also will pay accrued interest to but excluding the settlement date of March 3 for early tendered notes.

The tender offer will continue until 11:59 p.m. ET on March 15.

But unless Banco Fibra further increases the tender cap before the end of the offer, no notes tendered after the early tender deadline will be accepted for purchase, the company said on Wednesday.

Tendered notes may no longer be withdrawn, as of the early tender deadline.

The bank previously said it would determine the clearing price under a modified Dutch auction until the early tender date.

Holders who tendered before the early deadline had to specify the minimum total amount they would be willing to receive in exchange for each $1,000 principal amount of notes. The price specified for each $1,000 principal amount needed to be in increments of $5.00 within the bid price range. Any bid price specified for notes tendered after the early deadline will be disregarded and not used for purposes of calculating the clearing price.

If the offer was oversubscribed by the early deadline, Banco Fibra said it would first accept for purchase notes tendered with a bid price less than the clearing price and then notes tendered with a bid price equal to the clearing price on a prorated basis, according to the principal amount of the notes, so that Banco Fibra purchases an aggregate principal amount of notes up to the tender cap.

Otherwise, Banco Fibra would first accept for purchase notes tendered before the early deadline and then notes tendered after the early deadline on a prorated basis.

Banco Fibra said it reserved the right to increase the tender cap without extending the withdrawal deadline.

The tender offer is not conditioned upon any minimum number of notes being tendered.

D.F. King & Co., Inc. (877 896-3192 or fibra@dfking.com) is the tender agent and information agent. Goldman Sachs & Co. (800 828-3182) and Banco Bradesco BBI SA (212 888-9145) are the dealer managers.

Banco Fibra is a Sao Paulo-based lender.

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