Obligation BTG Pactual Banco 8.75% ( USP0779LAA37 ) en USD

BTG Pactual Banco

100 % ▲

Bresil

USP0779LAA37 ( en USD )

8.75% par an ( paiement semestriel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation Banco BTG Pactual USP0779LAA37 en USD 8.75%, échue

200 000 USD

1 300 000 000 USD

P0779LAA3

N/A

Banco BTG Pactual est une banque d'investissement multinationale brésilienne offrant des services de banque d'investissement, de gestion de patrimoine et de banque commerciale à une clientèle institutionnelle et privée en Amérique latine et au-delà.

L'Obligation émise par BTG Pactual Banco ( Bresil ) , en USD, avec le code ISIN USP0779LAA37, paye un coupon de 8.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

US$1,300,000,000
Banco BTG Pactual S.A.
a sociedade anônima incorporated in the Federative Republic of Brazil
(acting through its Luxembourg Branch)
8.750% Perpetual Non-Cumulative Junior Subordinated Notes
Banco BTG Pactual S.A., a sociedade anônima incorporated in the Federative Republic of Brazil, or Banco BTG Pactual, acting through its Luxembourg Branch, is issuing
US$1,300,000,000 aggregate principal amount of 8.750% Perpetual Non-Cumulative Junior Subordinated Notes, or the Notes. The Notes will bear interest from September 18, 2014
and will be payable semi-annually in arrears on March 18 and September 18 of each year, commencing on March 18, 2015, or the Interest Payment Dates, unless we defer interest
payments under the Notes as described below.
The Notes will be our unsecured and subordinated obligations. The Notes will be perpetual securities with no final maturity date and will not be subject to any mandatory
redemption provisions. There will be no right of acceleration in the case of a default in the performance of any of our covenants, including the payment of principal (if due and payable)
or interest in respect of the Notes. However, if a bankruptcy, liquidation, dissolution, winding up or similar event, or a Dissolution Event (as defined herein), occurs, the principal
amount of the Notes will be accelerated only to the extent required under Brazilian subordination rules but such Dissolution Event will not constitute a payment default under the
indenture governing the Notes. See "Description of the Notes." Subject to the approval of the Central Bank of Brazil (Banco Central do Brasil), or the Central Bank, and any other
applicable Brazilian governmental authority, if such approval is then required, Banco BTG Pactual may redeem the Notes in whole, but not in part, at its option on September 18, 2019
or any following Interest Payment Dates (as defined herein) or following the occurrence of certain changes affecting taxation and the classification of the Notes as Additional Tier 1
Capital (Capital Complementar) pursuant to Resolution No. 4,192, issued by the National Monetary Council (Conselho Monetário Nacional), or CMN, on March 1, 2013, as amended,
or CMN Resolution No. 4,192. See "Description of the Notes" and "Risk Factors--Risk Factors Relating to the Regulatory Environment--No assurance can be given that the Notes will
qualify as Additional Tier 1 Capital (Capital Complementar) or that the Central Bank will not amend the existing regulations or change its interpretation of the Tier 1 Capital
regulations."
If (i) we are not in compliance with operational limits or capital requirements required by current or future regulations generally applicable to Brazilian banks or if the
payment of interest or principal (if due and payable) would cause us to fail to be in compliance with those operational limits and capital requirements, or (ii) an interest payment due
under the Notes exceeds our distributable profits and accumulated profit reserves recorded for the relevant period, we may defer any payments under the Notes (including payment of
interest or principal (if due and payable)) until we are in compliance with those operational limits and capital requirements and such payments would no longer cause us to fail to be in
compliance with those operational limits and capital requirements or until we have sufficient distributable profits and accumulated profit reserves, as the case may be. In addition, we
may also defer such payments under the Notes if a Dissolution Event occurs or if the Central Bank or other applicable Brazilian governmental authority restricts dividend and other
distributions related to our instruments treated as Common Equity Tier 1 Capital (Capital Principal) as defined in CMN Resolution No. 4,192. These deferrals will not constitute a
payment default under the Notes and no interest will accrue or accumulate during these deferral periods. See "Risk Factors--Risk Factors Relating to the Notes--We will not be obliged
to make non-principal payments on the Notes at certain times, and those amounts need to be subsequently paid to the Noteholders."
The outstanding principal, interest and all other amounts due, or with respect to, the Notes shall be permanently written-off in an amount at least equal to the
amount of the Notes accounted as Tier 1 Capital upon the occurrence of certain events relating to our capital requirements, as further described under "Description of the
Notes--Write-Off." The write-off of any amount due under the Notes and the situations described above will not constitute a default under the Notes and will not allow
investors to request payment of outstanding principal, interest or any other amounts due, or with respect to, the Notes. Therefore, in case of a write-off, Noteholders may lose
their entire investment in the Notes. See "Risk Factors--Risk Factors Relating to the Notes--The circumstances surrounding a write-off are unpredictable and may be caused
by factors not fully within our control. In case of a write-off, the Noteholders may lose their entire investment in the Notes."
We may, without the prior consent of Noteholders, subject to certain conditions and exceptions, amend certain terms and conditions of the Notes from time to
time, during the period of one year from the Closing Date (as defined herein), in order to, and only to the extent necessary to, comply with any new resolution of the CMN, or
written instruction of the Central Bank setting forth its requirements to qualify, or maintain the qualification of, the Notes as Additional Tier 1 Capital. See "Description of
the Notes" and "Risk Factors--Risk Factors Relating to the Notes--We may be required to amend the terms and conditions of the Notes without your prior consent to
comply with the requirements of the Central Bank to qualify Notes as Additional Tier 1 Capital (Capital Complementar)."
Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to listing on the Official List of the Luxembourg Stock Exchange and to
trading on the Euro MTF Market of the Luxembourg Stock Exchange, or the Euro MTF, which is not a regulated market within the meaning of the Directive 2004/39/EU of the
European Parliament and of the Council of April 21, 2004 concerning markets in financial instruments. This Offering Memorandum constitutes a prospectus for the purposes of the law
dated July 10, 2005, as amended, on prospectuses for securities, or the Prospectus Law, and may only be used for the purpose for which it has been published.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 34 for certain information that you should consider before investing in the Notes.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the Securities Act, or securities laws of any jurisdiction.
Accordingly, the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined under Regulation S of the Securities Act, or
Regulation S), except to certain "qualified institutional buyers" (as defined under Rule 144A of the Securities Act, or Rule 144A), or QIBs, that are also "qualified purchasers" (as
defined in Section 2(A)(51) of the U.S. Investment Company Act of 1940, as amended, and related rules, or the Investment Company Act), or QPSs, in reliance on exemptions from
registration provided under the Securities Act and to certain nonU.S. persons in offshore transactions in reliance on Regulation S. Prospective investors are hereby notified that the
seller of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A and the exemption from the provisions of the
Investment Company Act provided by Section 3(c)(7), or (3)(c)(7). For a description of certain restrictions on transfers of the Notes, see "Transfer Restrictions" and "Certain ERISA
Considerations."
Price: 100.000% plus accrued interest, if any, from September 18, 2014
Delivery of the Notes in book-entry form through The Depository Trust Company, or the DTC, and its direct and indirect participants, including Euroclear Bank S.A./N.V.,
as operator of the Euroclear System, or Euroclear, and Clearstream Banking, société anonyme, or Clearstream, was made on September 26, 2014.
Joint Bookrunners
BB Securities
BofA Merrill Lynch
Bradesco BBI
BTG Pactual
Citigroup
Santander
The date of this Offering Memorandum is September 26, 2014

TABLE OF CONTENTS
Page
ENFORCEABILITY OF JUDGMENTS .....................................................................................................................ix
FORWARD-LOOKING STATEMENTS....................................................................................................................xi
PRESENTATION OF FINANCIAL AND OTHER INFORMATION .....................................................................xiii
SUMMARY ..................................................................................................................................................................1
THE OFFERING.........................................................................................................................................................21
SUMMARY FINANCIAL INFORMATION .............................................................................................................30
RISK FACTORS .........................................................................................................................................................34
CAPITALIZATION ....................................................................................................................................................62
USE OF PROCEEDS ..................................................................................................................................................63
EXCHANGE RATES..................................................................................................................................................64
SELECTED FINANCIAL AND OPERATING INFORMATION.............................................................................66
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................................................................................................70
BUSINESS ................................................................................................................................................................138
MANAGEMENT ......................................................................................................................................................194
OUR PARTNERSHIP...............................................................................................................................................203
PRINCIPAL SHAREHOLDERS ..............................................................................................................................208
RELATED PARTY TRANSACTIONS....................................................................................................................210
INDUSTRY OVERVIEW.........................................................................................................................................213
REGULATORY OVERVIEW..................................................................................................................................247
DESCRIPTION OF THE NOTES.............................................................................................................................271
TAXATION ..............................................................................................................................................................296
CERTAIN ERISA CONSIDERATIONS..................................................................................................................306
PLAN OF DISTRIBUTION......................................................................................................................................308
TRANSFER RESTRICTIONS..................................................................................................................................315
INDEPENDENT AUDITORS ..................................................................................................................................321
LEGAL MATTERS ..................................................................................................................................................322
GENERAL INFORMATION....................................................................................................................................323
ANNEX A: PRINCIPAL DIFFERENCES BETWEEN BRAZILIAN GAAP AND IFRS ......................................A-1
INDEX TO FINANCIAL STATEMENTS ............................................................................................................... F-1
ii

In this Offering Memorandum, unless the context requires otherwise, references to:
(i)
"Banco BTG Pactual," "we," "us," "our," or "ourselves" are to (A) Banco Pactual S.A., a corporation
(sociedade anônima) organized under the laws of Brazil, and its consolidated subsidiaries, when such
reference is used with respect to any period prior to December 1, 2006, (B) Banco UBS Pactual S.A., a
corporation (sociedade anônima) organized under the laws of Brazil, and its consolidated subsidiaries,
when such reference is used with respect to the period from and including December 1, 2006 through
September 18, 2009 and (C) Banco BTG Pactual S.A., a corporation (sociedade anônima) organized under
the laws of Brazil, and its consolidated subsidiaries, when such reference is used with respect to any period
on or after September 19, 2009;
(ii)
"BSI" are to BSI SA, a Swiss stock corporation (Aktiengesellschaft), together with its consolidated
subsidiaries;
(iii)
"BTG Alpha" are to BTG Alpha Investments LLC, a limited liability company organized under the laws of
Delaware, which was a wholly-owned indirect subsidiary of BTGI until March 31, 2010;
(iv)
"BTG GP" are to BTG Pactual Management Ltd, an exempted company incorporated under the laws of
Bermuda and the holder of one Class C voting common share of the share capital of BTG Pactual
Participations, which (A) has no economic rights and (B) is currently held indirectly by André Santos
Esteves and the Top Seven Partners, pursuant to which Mr. Esteves indirectly controls BTG Pactual
Participations;
(v)
"BTGI" are to BTG Investments L.P., an exempted limited partnership established under the laws of
Bermuda, and its consolidated subsidiaries;
(vi)
"BTG Pactual Group" are to Banco BTG Pactual, BTGI, BTG Pactual Participations and their respective
subsidiaries, collectively, except when these references relate to financial information included elsewhere
in this Offering Memorandum, in which case such references are to Banco BTG Pactual and BTGI and
their respective subsidiaries, collectively, excluding BTG Pactual Participations;
(vii)
"BTG Pactual Holding" are to BTG Pactual Holding S.A., a corporation (sociedade anônima), organized
under the laws of Brazil, which (A) directly owns a majority of our common shares issued and outstanding
and directly owns all of our capital stock that is part of our Partnership Equity, (B) is owned by the Partners
and (C) is controlled by André Santos Esteves, our controlling shareholder;
(viii)
"BTG Pactual Participations" are to BTG Pactual Participations Ltd, a limited liability exempted company
incorporated under the laws of Bermuda, which (A) is the general partner of BTGI and (B) is the indirect
holding company of the partnership interests of BTGI indirectly purchased by unit holders in the initial
public offering of the BTG Pactual Group in April 2012;
(ix)
"Issuer" are to Banco BTG Pactual S.A. without its consolidated subsidiaries, acting through its
Luxembourg Branch, it being understood, however, that business related information shall include Banco
BTG Pactual, including its consolidated subsidiaries;
(x)
"Luxembourg Branch" are to Banco BTG Pactual, Luxembourg branch, which is a credit institution in
Luxembourg and is registered with the Luxembourg Register of Commerce and Companies under number
B 183229;
(xi)
"members of the Consortium" are to the consortium of international investors who invested in our equity in
December 2010 and include Pacific Mezz Investco S.A.R.L (Pacific Mezz), an affiliate of Government of
Singapore Investment Corporation Pte Ltd, China Investment Corporation (CIC) (through Beryl County
LLP), Ontario Teachers' Pension Plan Board (OTPP) (directly and through Classroom Investments Inc.),
Abu Dhabi Investment Council (ADIC) (through Hanover Investments (Luxembourg) S.A.), J.C. Flowers
& Co. LLC (through Europa Lux III S.a.r.l.), RIT Capital Partners plc, Marais LLC, the Santo Domingo
Group of Colombia (through Sierra Nevada Investments LLC), EXOR S.A., the investment company
iii

controlled by the Agnelli family of Italy, and Inversiones Bahía (through Rendefeld, S.A.), the holding
company of the Motta family of Panama, as well as equity securities in BTG Pactual Participations and
BTGI, which collectively own approximately 7.3% of our outstanding economic interests as of the date of
this Offering Memorandum;
(xii)
"Merchant Banking Partnership" are to BTG MB Investments L.P., an exempted limited partnership
established under the laws of Bermuda, which is (A) owned by the Partners and (B) directly owns BTG
Alpha;
(xiii)
"Participating Partners" are to the Partners that purchased our common and preferred shares, BTGI Class D
partnership interests and Class D shares of BTG Pactual Participations at the same time, on the same terms
and as part of the same transaction, as the members of the Consortium, which as of the date of this Offering
Memorandum, collectively represents approximately 1.9% of our outstanding economic interests;
(xiv)
"Partners" are to the individuals who, collectively (together with their family members, trusts or other
entities established for their benefit or the benefit of their family members) directly or indirectly currently
hold our common and preferred shares as well as equity securities in BTG Pactual Participations and BTGI,
which as of the date of this Offering Memorandum, collectively represents approximately 76.4% of the
outstanding economic interests in the BTG Pactual Group (which includes approximately 1.9% of
outstanding economic interests in the BTG Pactual Group that was purchased by the Participating Partners
at the same time and on the same terms as the members of the Consortium as well as the units purchased by
BTG Pactual Holding in the initial public offering of the BTG Pactual Group but excludes the ownership
interests of the former partners of Celfin and Bolsa y Renta), together with any individuals that in the future,
directly or indirectly, hold equity interests in the BTG Pactual Group, and who are employees (or act in a
similar capacity) of one or more entities within the BTG Pactual Group;
(xv)
"Senior Management Team" are the following individuals: André Santos Esteves, Marcelo Kalim, Roberto
Balls Sallouti, Persio Arida, John Huw Gwili Jenkins, Antonio Carlos Canto Porto Filho, Rogério Pessoa
Cavalcanti de Albuquerque, Jonathan David Bisgaier, Eduardo Henrique de Mello Motta Loyo, James
Marcos de Oliveira, Guilherme da Costa Paes, Renato Monteiro dos Santos, André Fernandes Lopes Dias,
João Marcello Dantas Leite, Carlos Daniel Rizzo da Fonseca, José Octavio Mendes Vita, Antoine Estier
and José Zitelmann;
(xvi)
"Top Seven Partners" are to the Partners (other than André Santos Esteves) who have the seven largest
equity stakes in Banco BTG Pactual and BTGI. As of the date of this Offering Memorandum, the Top
Seven Partners are Marcelo Kalim, Roberto Balls Sallouti, Persio Arida, Antonio Carlos Canto Porto Filho,
James Marcos de Oliveira, Renato Monteiro dos Santos and Antoine Estier; and
(xvi)
"units" are to (i) global depositary units listed on the BM&FBOVESPA representing (A) one common
share and two preferred shares of our capital stock and (B) one voting share and two non-voting shares of
BTG Pactual Participations in the form of Brazilian depositary receipts and (ii) global depositary units
listed on NYSE Euronext Amsterdam representing (A) one voting share and two non-voting shares of BTG
Pactual Participations and (B) one common share and two preferred shares of our capital stock in the form
of global depositary shares.
This Offering Memorandum constitutes a "prospectus" for the purposes of the admission to listing on the
Official List of the Luxembourg Stock Exchange and to trading of the Notes on the Euro MTF in accordance with
the rules and regulations of the Luxembourg Stock Exchange, or the Rules. The Euro MTF is not a "regulated
market" pursuant to Article 36 of Directive 2004/39/EC of the European Parliament and of the Council of April 21,
2004 on markets in financial instruments.
You should assume that the information appearing in this Offering Memorandum is accurate as of the date
on the front cover of this Offering Memorandum only. Our business, financial condition, results of operations and
prospects may have changed since that date. Neither the delivery of this Offering Memorandum nor any sale made
hereunder shall under any circumstances imply that the information herein is correct as of any date subsequent to the
date on the cover of this Offering Memorandum.
iv

We have prepared this Offering Memorandum for use solely in connection with the proposed offering of
the Notes described in this Offering Memorandum.
Banco BTG Pactual S.A. Cayman Branch, Banco Bradesco BBI S.A., BB Securities Limited, Citigroup
Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Santander Investment Securities Inc.,
or Initial Purchasers, make no representation or warranty, expressed or implied, as to the accuracy or completeness
of the information contained in this Offering Memorandum. Nothing contained in this Offering Memorandum is, or
shall be relied upon as, a promise or representation by the Initial Purchasers as to the past or future.
This Offering Memorandum is intended solely for the purpose of soliciting indications of interest in the
Notes from qualified investors and does not purport to summarize all of the terms, conditions, covenants and other
provisions relating to the terms of the Notes contained in the Indenture being entered into in connection with the
issuance of the Notes as described herein and other transaction documents described herein. The market information
in this Offering Memorandum has been obtained by us from publicly available sources deemed by us to be reliable.
We accept responsibility for correctly extracting and reproducing such information. Notwithstanding any
investigation that the Initial Purchasers may have conducted with respect to the information contained in this
Offering Memorandum, the Initial Purchasers accept no liability in relation to the information contained in this
Offering Memorandum or its distribution or with regard to any other information supplied by us or on our behalf.
Neither we nor the Initial Purchasers are making an offer to sell the Notes in any jurisdiction except where
such an offer or sale is permitted. You must comply with all applicable laws and regulations in force in any
jurisdiction in which you purchase, offer or sell the Notes or possess or distribute this Offering Memorandum and
you must obtain any consent, approval or permission required by you for the purchase, offer or sale of the Notes
under the laws and regulations in force in your jurisdiction to which you are subject or in which you make such
purchases, offers or sales, and neither we nor the Initial Purchasers will have any responsibility therefor.
You acknowledge that:

you have not relied on the Initial Purchasers or their agents or any person affiliated with the Initial
Purchasers or their agents in connection with your investigation of the accuracy of such information or
your investment decision; and

no person has been authorized to give any information or to make any representation concerning us or
the Notes other than those as set forth in this Offering Memorandum. If given or made, any such other
information or representation should not be relied upon as having been authorized by us, the Initial
Purchasers or their agents.
We are relying upon an exemption from registration under the Securities Act for an offer and sale of
securities which do not involve a public offering. By purchasing the Notes, you will have made, or be deemed to
have made, certain acknowledgments, representations and agreements as set forth under "Transfer Restrictions" in
this Offering Memorandum. The Notes are subject to restrictions on transfer and resale and may not be transferred
or resold except as permitted under the Securities Act and applicable state securities laws. As a prospective
purchaser, you should be aware that you may be required to bear the financial risks of this investment for an
indefinite period of time. See "Plan of Distribution" and "Transfer Restrictions."
In making an investment decision, prospective investors must rely on their own examination of us and the
terms of the offering, including the merits and risks involved. Prospective investors should not construe anything in
this Offering Memorandum as legal, business or tax advice. Each prospective investor should consult its own
advisors as needed to make its investment decision and to determine whether it is legally permitted to purchase the
Notes under applicable legal, investment or similar laws or regulations.
We confirm that, after having made all reasonable inquiries, this Offering Memorandum contains all
information with regard to it and the Notes which is material to the offering and sale of the Notes, that the
information contained in this Offering Memorandum is true and accurate in all material respects and is not
misleading and that there are no omissions of any facts from this Offering Memorandum which, by their absence
herefrom, make this Offering Memorandum misleading. We accept responsibility for the information contained in
v

this Offering Memorandum regarding us and the Notes. The opinions and intentions expressed in this Offering
Memorandum regarding the Notes and the Notes are honestly held and based on reasonable assumptions.
NONE OF THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, OR THE
SEC, ANY UNITED STATES STATE SECURITIES COMMISSION OR ANY UNITED STATES,
BRAZILIAN OR OTHER REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF
THESE SECURITIES OR DETERMINED IF THIS OFFERING MEMORANDUM IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THIS OFFERING MEMORANDUM HAS BEEN
PREPARED BY THE ISSUER FOR USE IN CONNECTION WITH THE OFFER AND SALE OF THE
NOTES OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN RELIANCE ON REGULATION S
AND WITHIN THE UNITED STATES IN RELIANCE ON RULE 144A TO PERSONS WHO ARE QIBS
THAT ARE ALSO QPS AND FOR LISTING OF THE NOTES ON THE OFFICIAL LIST OF THE
LUXEMBOURG STOCK EXCHANGE (EURO MTF, THE ALTERNATIVE MARKET OF THE
LUXEMBOURG STOCK EXCHANGE). PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED
THAT SELLERS OF THE NOTES MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A AND THE
EXEMPTION FROM THE PROVISIONS OF THE INVESTMENT COMPANY ACT PROVIDED BY
SECTION 3(c)(7). FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON
OFFERS AND SALES OF THE NOTES AND DISTRIBUTION OF THIS OFFERING MEMORANDUM,
SEE "TRANSFER RESTRICTIONS."
THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED WITH THE BRAZILIAN
SECURITIES COMMISSION (COMISSÃO DE VALORES MOBILIÁRIOS), OR CVM. ANY PUBLIC
OFFERING OR DISTRIBUTION, AS DEFINED UNDER BRAZILIAN LAWS AND REGULATIONS, OF
THE NOTES IN BRAZIL IS NOT LEGAL WITHOUT PRIOR REGISTRATION UNDER LAW NO.
6,385/76, AS AMENDED, AND INSTRUCTION NO. 400, ISSUED BY THE CVM ON DECEMBER 29, 2003,
AS AMENDED. DOCUMENTS RELATING TO THE OFFERING OF THE NOTES, AS WELL AS
INFORMATION CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN BRAZIL (AS
THE OFFERING OF THE NOTES IS NOT A PUBLIC OFFERING OF SECURITIES IN BRAZIL), NOR
BE USED IN CONNECTION WITH ANY OFFER FOR SUBSCRIPTION OR SALE OF THE NOTES TO
THE PUBLIC IN BRAZIL. THE INITIAL PURCHASERS HAVE AGREED NOT TO OFFER OR SELL
THE NOTES IN BRAZIL, EXCEPT IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE A PUBLIC
OFFERING OR DISTRIBUTION OF SECURITIES UNDER APPLICABLE BRAZILIAN LAWS AND
REGULATIONS.
vi

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTE, OR RSA, WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY
IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
IMPLIES THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON
THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO,
ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE
MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
THIS OFFERING MEMORANDUM HAS BEEN PREPARED ON THE BASIS THAT ANY
OFFER OF NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS
IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A "RELEVANT MEMBER STATE") WILL
BE MADE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS DIRECTIVE FROM THE
REQUIREMENT TO PUBLISH A PROSPECTUS FOR OFFERS OF NOTES. ACCORDINGLY ANY
PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THAT RELEVANT MEMBER STATE
OF NOTES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS OFFERING
MEMORANDUM MAY ONLY DO SO IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES
FOR THE ISSUER OR ANY OF THE INITIAL PURCHASERS TO PUBLISH A PROSPECTUS
PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE OR SUPPLEMENT A PROSPECTUS
PURSUANT TO ARTICLE 16 OF THE PROSPECTUS DIRECTIVE, IN EACH CASE, IN RELATION TO
SUCH OFFER. NEITHER THE ISSUER NOR THE INITIAL PURCHASERS HAVE AUTHORIZED, NOR
DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF NOTES IN CIRCUMSTANCES IN
WHICH AN OBLIGATION ARISES FOR THE ISSUER OR THE INITIAL PURCHASERS TO PUBLISH
OR SUPPLEMENT A PROSPECTUS FOR SUCH OFFER. NEITHER WE, THE ISSUER NOR THE
INITIAL PURCHASERS HAVE AUTHORIZED, NOR DO THEY AUTHORIZE, THE MAKING OF ANY
OFFER OF NOTES THROUGH ANY FINANCIAL INTERMEDIARY, OTHER THAN OFFERS MADE
BY THE INITIAL PURCHASERS, WHICH CONSTITUTE THE FINAL PLACEMENT OF THE NOTES
CONTEMPLATED IN THIS OFFERING MEMORANDUM. THE EXPRESSION "PROSPECTUS
DIRECTIVE" MEANS DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO, INCLUDING THE
2010 PD AMENDING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER
STATE), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT
MEMBER STATE AND THE EXPRESSION "2010 PD AMENDING DIRECTIVE" MEANS DIRECTIVE
2010/73/EU.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
THIS DOCUMENT IS FOR DISTRIBUTION ONLY TO PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (AS AMENDED, THE "FINANCIAL PROMOTION ORDER"), (II) ARE
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS ETC") OF THE FINANCIAL PROMOTION ORDER, (III) ARE
OUTSIDE THE UNITED KINGDOM, OR (IV) ARE PERSONS TO WHOM AN INVITATION OR
INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000) IN CONNECTION WITH THE ISSUE OR
SALE OF ANY SECURITIES MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO
BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS DOCUMENT IS DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
vii

INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS.
In connection with the issue of the Notes, the Initial Purchaser or Initial Purchasers (if any) named as
Stabilizing Manager(s) (the "Stabilizing Manager(s)") (or persons acting on behalf of any Stabilizing Manager(s))
may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher
than that which might otherwise prevail. However, there is no assurance that the Stabilizing Manager(s) (or persons
acting on behalf of the Stabilizing Manager(s)) will undertake stabilization action. Any stabilization action may
begin on or after the date on which adequate public disclosure of the terms of the offering is made and, if begun,
may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60
days after the date of the allotment of the Notes.
Pursuant to article 14, II, and 15 of CMN Resolution No. 4,192, any provision of this Offering
Memorandum that conflicts with any of the provisions of the Terms of Subordination (núcleo de subordinação) or
of article 17 of the CMN Resolution No. 4,192 shall be null and void.
References herein to "US$," "U.S. dollars" or "dollars" are to United States dollars, references to
"Brazilian real," "Brazilian reais," "real," "reais" or "R$" are to Brazilian reais, the official currency of Brazil
since July 1, 1994, references to "Euro" and "" are to the lawful currency of the member states of the European
Union that adopt the single currency in accordance with the EC Treaty, references to "Yen" are to the Japanese Yen,
the official currency of Japan, references to "CI$" are to Cayman Island dollars, the official currency of the Cayman
Islands and references to "CHF" are to Swiss Francs, the official currency of Switzerland.
MARKET INFORMATION
The information (including statistical information) contained in this Offering Memorandum relating to
Brazil and the Brazilian economy is based on information published by the Central Bank, other public entities and
independent sources, including the National Association of Capital Markets Participants (Associação Brasileira das
Entidades dos Mercados Financeiro e de Capitais), or ANBIMA, the Brazilian Federation of Banks (Federação
Brasileira de Bancos), or FEBRABAN, the Brazilian Geography and Statistics Institute (Instituto Brasileiro de
Geografía e Estatística), or IBGE, the Getulio Vargas Foundation (Fundação Getúlio Vargas), or FGV, the
Brazilian Association of Leasing Companies (Associação Brasileira de Empresas de Leasing), the National
Economic and Social Development Bank (Banco Nacional de Desenvolvimento Econômico e SocialBNDES), or
BNDES, the National Monetary Council (Conselho Monetário Nacional), or CMN, and the Superintendency of
Private Insurance (Superintendência de Seguros Privados), or SUSEP, and the São Paulo Stock Exchange
(BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros), or BM&FBOVESPA, among others. Other
information contained in this Offering Memorandum is based on information from Thomson Financial, or Thomson,
Institutional Investor, Data Trader, Dealogic Analytics, or Dealogic, The Banker, Euromoney, Futures Industry
Association, Latin America Venture Capital Association, World Wealth Report and Emerging Markets Private
Equity Association, or EMPEA. Information on the Swiss banking market is based on the Survey of Banks in
Switzerland 2013, published by the Consulting Partnership. Although we do not have any reason to believe any of
this information is inaccurate in any material respect, we have not independently verified any such information, and
neither us nor any of the Initial Purchasers makes any representation as to the accuracy of such data.
viii

ENFORCEABILITY OF JUDGMENTS
Brazil
We are a corporation (sociedade anônima) incorporated under the laws of Brazil and most of our board
members and executive officers as well as most of their assets and those of such other persons, are located outside
the United States. As a result, it may not be possible for you to effect service of process upon us or such other
persons within the United States or other jurisdictions outside Brazil. Because judgments of U.S. courts for civil
liabilities based upon U.S. federal securities laws may only be enforced in Brazil if certain conditions are met, you
may face greater difficulties in protecting your interests in the case of actions against us, our board of directors or
executive officers (as the case may be) than would investors in a U.S. corporation. In addition, awards of punitive
damages in actions brought in the United States or elsewhere may be unenforceable in Brazil.
We have been advised by Machado, Meyer, Sendacz e Opice Advogados, our Brazilian counsel, that final
substantiated (i.e., if the grounds for the judgment are contained in the decision), certain (i.e., the obligation to be
accomplished in Brazil as ordered by the foreign judgment is clearly defined) and conclusive judgments for the
payment of money rendered by any Luxembourg court or any New York state or federal court sitting in New York
City in respect of the Notes may be, subject to the requirements described below, enforced in Brazil. A judgment
against us or the persons described above obtained outside Brazil would be enforceable in Brazil without
reconsideration of the merits, upon confirmation of that judgment by the Brazilian Superior Court of Justice
(Superior Tribunal de Justiça), or STJ. Such confirmation would occur if the foreign judgment:

complies with all formalities required for its enforceability under the laws of the jurisdiction where the
foreign judgment is granted;

is issued by a competent court after due service of process on the parties or sufficient evidence of the
parties' absence has been given as required under applicable law, provided that such service must
comply with Brazilian law;

is final and not subject to appeal;

is authenticated by a Brazilian consular office with jurisdiction over the location where the foreign
judgment is issued and is accompanied by a sworn translation into Portuguese; and

is not contrary to Brazilian national sovereignty, public policy or public morality.
There can be no certainty that the confirmation will be obtained, that the process described above will be
conducted in a timely manner or that Brazilian courts will enforce a monetary judgment for violation of the United
States or English securities laws with respect to the Notes offered by this Offering Memorandum.
Brazilian counsel have further advised us that original actions predicated on the securities laws of countries
other than Brazil may be brought in Brazilian courts and that, subject to applicable law, Brazilian courts may
enforce civil liabilities in such actions against us, our directors, executive officers and advisors named in this
Offering Memorandum.
A plaintiff (whether or not Brazilian) residing outside Brazil during the course of litigation in Brazil must
provide a bond to guarantee court costs and legal fees if the plaintiff owns no real property in Brazil that could
secure such payment. The bond must have a value sufficient to satisfy the payment of court fees and defendant's
attorney fees, as determined by a Brazilian judge. This requirement may not apply to counterclaims enforcement,
extrajudicial enforcement instruments or the enforcement of foreign judgments that have been duly confirmed by the
STJ.
Investors may also have difficulties enforcing original actions brought in courts in jurisdictions outside the
United States for liabilities under the U.S. securities laws.
ix

Luxembourg
The Luxembourg Branch is duly licensed and qualified to do business as a branch of a foreign bank
according to the laws of Luxembourg.
Although there is no treaty between Luxembourg and the United States or Luxembourg and Brazil
regarding the reciprocal enforcement of judgments, we have been advised by Loyens & Loeff Luxembourg S. à r.l.,
our Luxembourg counsel, that a valid, final and conclusive judgment obtained from a state or federal court of the
United States or a Brazilian court, which judgment remains in full force and effect, may be enforced through a court
of competent jurisdiction in Luxembourg, subject to compliance with the enforcement procedures set forth in Article
678 et seq. of the Luxembourg New Code of Civil Procedure, being:

the foreign court must properly have had jurisdiction to hear and determine the matter, both according
to its own laws and to the Luxembourg international private law conflict of jurisdiction rules;

the foreign court must have applied the law which is designated by the Luxembourg conflict of laws
rules or, at least, the order must not contravene the principles underlying those rules. However,
according to case law, the Luxembourg courts no longer have the obligation to verify whether the law
applied by the foreign court is the law which is designated by the Luxembourg conflict of laws rules;

the decision of the foreign court must be final and enforceable (exécutoire) in the jurisdiction in which
it was rendered;

the foreign court must have applied the proper law to the matter submitted to it and the foreign
procedure must have been regular in light of the laws of the country of origin;

the decision of the foreign court must not have been obtained by fraud, but in compliance with the
rights of the defendant and in compliance with its own procedural laws; and

the decisions and the considerations of the foreign court must not be contrary to Luxembourg
international public policy rules or have been given in proceedings of a tax penal or criminal nature.
Please note that according to case law, the Luxembourg courts shall not review the merits of a foreign
judgment and shall only verify whether the conditions for exequatur are fulfilled.
Luxembourg counsel have further advised us that if an original action is brought in Luxembourg, without
prejudice to specific conflict of law rules, Luxembourg courts may refuse to apply the designated law (i) if the
choice of such foreign law was not made bona fide or (ii) if the foreign law was not pleaded and proved or (iii) if
pleaded and proved, such foreign law was contrary to mandatory Luxembourg laws or incompatible with
Luxembourg public policy rules.
The registration of the Notes, the Indenture and the transaction documents (and any document in
connection therewith) with the Administration de l'Enregistrement et des Domaines in Luxembourg may be required
if legal proceedings are filed before Luxembourg courts or in the case that the Notes, the Indenture and the
transaction documents (and any document in connection therewith) must be produced before an official
Luxembourg authority (autorité constituée). In such case, either a nominal registration duty or an ad valorem duty
(or, for instance, 0.24% of the amount of the payment obligation mentioned in the document so registered) will be
payable depending on the nature of the document to be registered.
The Luxembourg courts or the official Luxembourg authority may require that the Notes, the Indenture and
the transaction documents (and any document in connection therewith) and any judgment obtained in a foreign court
be translated into French or German.
x