Bond BTG Pactual Banco 5.5% ( US05971BAD10 ) in USD

BTG Pactual Banco

100 % ▲

Brazil

US05971BAD10 ( in USD )

5.5% per year ( payment 2 times a year)

29/01/2023 - Bond has expired

Prospectus brochure of the bond Banco BTG Pactual US05971BAD10 in USD 5.5%, expired

200 000 USD

500 000 000 USD

05971BAD1

N/A

Ba2 ( Non-investment grade speculative )

Banco BTG Pactual is a Brazilian multinational investment bank offering a wide range of financial services including asset management, wealth management, investment banking, and securities brokerage.

Banco BTG Pactual's USD 500,000,000 5.5% bonds (ISIN: US05971BAD10, CUSIP: 05971BAD1), issued in Brazil and rated Ba2 by Moody's, matured on January 29, 2023, with a minimum trading lot of $200,000 and were redeemed at 100%.

OFFERING MEMORANDUM
Banco BTG Pactual S.A.
a sociedade por ações incorporated in the Federative Republic of Brazil
(acting through its principal office in Brazil, through its Cayman Islands Branch or its Luxembourg Branch)
US$5,000,000,000
Global Medium-Term Note Programme
Under its global medium-term note programme (the "Programme"), Banco BTG Pactual S.A., acting through its principal office in Brazil, through its Cayman Islands
Branch or through its Luxembourg Branch (the "Issuer"), may from time to time issue medium-term notes (the "Notes") denominated in such currencies as may be agreed with the
Dealers (as defined below). The Notes may be issued on a continuing basis to one or more of the Dealers. The Notes will have maturities from 30 days to 30 years from the date
of issue (except as set out herein). The Notes will bear interest on a fixed or floating rate basis, or be issued on a fully discounted basis and not bear interest. Subject to the terms
set forth herein, the maximum aggregate nominal amount of all Notes issued and outstanding under the Programme will not exceed US$5,000,000,000 (or its equivalent in other
currencies at the time of agreement to issue, subject to the terms set forth herein). Notes will be issued in one or more series (each a "Series") having one or more issue dates and
the same maturity date, bearing interest on the same basis and at the same rate, and on terms otherwise identical (except in relation to interest commencement dates and matters
related thereto). Each Series shall be all in bearer form or all in registered form and may be issued in one or more tranches (each a "Tranche") on different issue dates. Details
applicable to each Tranche and Series will be specified in a supplement to this Offering Memorandum (the relevant "Final Terms"). Investing in the Notes involves risks. See
"Risk Factors" included in this Offering Memorandum.
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
trading on the Euro MTF market, which is not a regulated market within the meaning of Directive 2014/65/EU concerning markets in financial instruments (the "MIFID II").
However, Notes may be issued under the Programme which will not be listed on the Official List of the Luxembourg Stock Exchange or traded on the Euro MTF market of the
Luxembourg Stock Exchange or any other stock exchange and/or market, and the Final Terms applicable to a Series will specify whether or not the Notes of such Series will be
listed and admitted to trade on the Euro MTF market of the Luxembourg Stock Exchange or any other stock exchange and/or market. With respect to the Programme and any
listed Notes issued under the Programme, there can be no assurance that a listing on the Official List of the Luxembourg Stock Exchange or any other stock exchange will be
achieved prior to the issue date of any Notes or otherwise. In relation to the Notes listed on the Official List of the Luxembourg Stock Exchange, this Offering Memorandum is
valid for a period of 12 months from the date hereof.
Tranches of Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will not necessarily be the same as the
rating(s) assigned to Notes already issued. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final Terms. Whether or not each credit
rating applied for in relation to a relevant Tranche of Notes, the relevant Final Terms will also specify if the relevant credit rating has been (a) issued by a credit rating agency
established in the European Economic Area ("EEA") and registered under (EU) No. 1060/2009, as amended (the "CRA Regulation"), or (b) issued by a credit rating agency
which is not established in the EEA but will be endorsed by a credit rating agency which is established in the EEA and registered under the CRA Regulation or (c) issued by a
credit rating agency which is not established in the EEA but which is certified under the CRA Regulation.
In general, European regulated investors are restricted under the CRA Regulation from using a rating for regulatory purposes if such rating is not issued by a credit
rating agency established in the EEA and registered under the CRA Regulation unless (a) the rating is provided by a credit rating agency operating in the EEA before 7 June 2010
which has submitted an application for registration in accordance with the CRA Regulation and such registration has not been refused, or (b) the rating is provided by a credit
rating agency not established in the EEA or registered under the CRA Regulation but such rating is endorsed by a credit rating agency established in the EEA and registered under
the CRA Regulation or (c) the rating is provided by a credit rating agency not established in the EEA or registered under the CRA Regulation but which is certified under the CRA
Regulation.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the
assigning rating agency.
Notes of each Tranche of each Series to be issued in bearer form ("Bearer Notes" comprising a "Bearer Series") will initially be represented by interests in a
temporary Global Note or by a permanent Global Note, in either case in bearer form (a "Temporary Global Note" and a "Permanent Global Note," respectively), without interest
coupons, which will be deposited with a common depositary on behalf of Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V.
("Euroclear") on the relevant issue date. Interests in a Temporary Global Note will be exchangeable, in whole or in part, for interests in a Permanent Global Note on or after the
date 40 days after the later of the commencement of the offering and the relevant issue date (the "Exchange Date"), upon certification as to non-U.S. beneficial ownership.
Notes of each Tranche of each Series to be issued in registered form ("Registered Notes" comprising a "Registered Series"), and which are sold in an "offshore
transaction" within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), will initially be represented by interests in a definitive
global unrestricted Registered Note (each an "Unrestricted Global Note"), without interest coupons, which will be deposited with either (a) a common depositary for, and
registered in the name of a nominee of a common depositary for, Clearstream, Luxembourg and Euroclear on its issue date (each a "European Unrestricted Global Note"), or (b) a
custodian for, and registered in the name of a nominee of, The Depository Trust Company ("DTC") (each a "DTC Unrestricted Global Note"). Beneficial interests in a European
Unrestricted Global Note will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear or Clearstream, Luxembourg. Until the expiration
of 40 days after the later of the commencement of the offering of a Tranche of a Registered Series and the issue date thereof, beneficial interests in a DTC Unrestricted Global
Note may be held only through Euroclear or Clearstream, Luxembourg. See "Form of Notes; Book Entry and Transfer." Registered Notes sold to a qualified institutional buyer
within the meaning of Rule 144A under the Securities Act that are also qualified purchasers within the meaning of Section 2(a)(51) of the U.S. Investment Company Act of 1940,
as amended (the "Investment Company Act"), as referred to in, and subject to the transfer restrictions described in "Subscription and Sale" and "Transfer Restrictions," will
initially be represented by a definitive global restricted Registered Note (each a "Restricted Global Note") without interest coupons, which will be deposited with either (a) a
common depository for, and registered in the name of a nominee of a common depositary for, Clearstream, Luxembourg and Euroclear on its issue date (each a "European
Restricted Global Note" and together with any European Unrestricted Global Note the "European Global Notes"), or (b) a custodian for, and registered in the name of a nominee
of, DTC on its issue date (each a "DTC Restricted Global Note" and together with any DTC Unrestricted Global Note, the "DTC Global Notes"). Beneficial interests in a
European Restricted Global Note will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear or Clearstream, Luxembourg. Beneficial
interests in a DTC Restricted Global Note will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. See "Form of
Notes, Book Entry and Transfer." Individual Definitive Registered Notes will only be available in certain limited circumstances as described herein.
Arranger and Dealer
BTG PACTUAL
The date of this Offering Memorandum is December 8, 2017

TABLE OF CONTENTS
ENFORCEABILITY OF JUDGMENTS ...................................................................................................................viii
FORWARD-LOOKING STATEMENTS .................................................................................................................... xi
PRESENTATION OF FINANCIAL AND OTHER INFORMATION .....................................................................xiii
SUMMARY .................................................................................................................................................................. 1
THE OFFERING ......................................................................................................................................................... 15
SUMMARY FINANCIAL AND OPERATING INFORMATION ............................................................................ 21
THE ISSUER ............................................................................................................................................................... 25
RISK FACTORS ......................................................................................................................................................... 26
CAPITALIZATION .................................................................................................................................................... 54
USE OF PROCEEDS .................................................................................................................................................. 55
EXCHANGE RATES .................................................................................................................................................. 56
SELECTED FINANCIAL AND OPERATING INFORMATION ............................................................................. 57
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ........................................................................................................................................ 61
BUSINESS ................................................................................................................................................................ 126
MANAGEMENT ...................................................................................................................................................... 162
OUR PARTNERSHIP ............................................................................................................................................... 168
PRINCIPAL SHAREHOLDERS .............................................................................................................................. 172
RELATED PARTY TRANSACTIONS .................................................................................................................... 173
REGULATORY OVERVIEW .................................................................................................................................. 176
TERMS AND CONDITIONS OF THE NOTES ...................................................................................................... 200
FORM OF THE FINAL TERMS .............................................................................................................................. 222
FORM OF THE NOTES; BOOK ENTRY AND TRANSFER ................................................................................. 235
TAXATION .............................................................................................................................................................. 242
CERTAIN ERISA CONSIDERATIONS .................................................................................................................. 258
SUBSCRIPTION AND SALE .................................................................................................................................. 260
TRANSFER RESTRICTIONS .................................................................................................................................. 266
INDEPENDENT AUDITORS .................................................................................................................................. 275
LEGAL MATTERS .................................................................................................................................................. 276
GENERAL INFORMATION .................................................................................................................................... 277
ANNEX A: PRINCIPAL DIFFERENCES BETWEEN BRAZILIAN GAAP AND IFRS ...................................... A-1
INDEX TO FINANCIAL STATEMENTS ............................................................................................................... F-1

i

In this Offering Memorandum, unless the context requires otherwise, references to:
i.
"B3" are to B3 S.A. Brasil, Bolsa, Balcão (formerly BM&FBOVESPA S.A. Bolsa de Valores,
Mercadorias e Futuros) on which our units are listed and trade on the Level 1 (Nivel 1) segment of such
exchange;
ii.
"Banco BTG Pactual," "we," "us," "our," or "ourselves" are to Banco BTG Pactual S.A., a corporation
(sociedade por ações) organized under the laws of Brazil, and its consolidated subsidiaries;
iii.
"BSI" are to BSI SA, a Swiss stock corporation (Aktiengesellschaft), together with its consolidated
subsidiaries, which Banco BTG Pactual acquired in September 2015 and later sold to EFG in November
2016;
iv.
"BTG Pactual Group" are to Banco BTG Pactual, PPLAI, PPLA Participations and their respective
subsidiaries, collectively;
v.
"BTG Pactual Holding" are to BTG Pactual Holding S.A., a corporation (sociedade por ações), organized
under the laws of Brazil, which (A) directly owns a majority of Banco BTG Pactual's common shares
issued and outstanding and directly owns all of Banco BTG Pactual's capital stock that is part of its
Partnership Equity, (B) is owned by the Partners and (C) is controlled by the Controlling Partners;
vi.
"Cayman Islands Branch" are to Banco BTG Pactual, acting through its Cayman Islands branch, which is
duly licensed and qualified to do business as a branch of a foreign bank in accordance with the laws of the
Cayman Islands, having its registered office at PO Box 1353, Harbour Place, 5th Floor, 103 South Church
Street, Grand Cayman KY1-1108, Cayman Islands;
vii.
"Controlling Partners" are to the Partners who effectively control Banco BTG Pactual. As of September 30,
2017, the Controlling Partners were Marcelo Kalim, Roberto Balls Sallouti, Antonio Carlos Canto Porto
Filho, Renato Monteiro dos Santos and Guilherme da Costa Paes;
viii.
"EFG" are to EFG International, a global private banking and asset management firm headquartered in
Zurich, Switzerland, that acquired BSI from the BTG Pactual Group in November 2016 and in which
Banco BTG Pactual held 30% interest as of September 30, 2017;
ix.
"Engelhart CTP" are to Engelhart Commodities Trading Partners, a Luxembourg-based commodities
platform that, since October 2016, operates separately from Banco BTG Pactual following the spin-off of
Banco BTG Pactual's commodities business and in which Banco BTG Pactual retains a direct interest of
approximately 19.1% as of September 30, 2017;
x.
"IPO units" are to our securities offered in our initial public offering consisting of (i) global depositary
units listed on the B3 representing (A) one common share and two preferred shares of our capital stock and
(B) one voting share and two non-voting shares of PPLA 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 PPLA Participations and (B) one common share and two preferred
shares of our capital stock in the form of global depositary shares. As of August 18 2017, trading of our
IPO units was suspended, and our securities and PPLA Participations' securities no longer trade together on
a combined basis;
xi.
"Issuer" are to Banco BTG Pactual S.A. without its consolidated subsidiaries, acting through: (i) its
principal office in Brazil; (ii) its Cayman Islands Branch; or (iii) its Luxembourg Branch, it being
understood, however, that business related information shall include Banco BTG Pactual, including its
consolidated subsidiaries unless otherwise specified in this Offering Memorandum;
xii.
"Luxembourg Branch" are to Banco BTG Pactual, acting through its Luxembourg branch, which is a credit
institution in Luxembourg, having its address at 15, rue Bender, L-1229 Luxembourg, Grand Duchy of
Luxembourg and is registered with the Luxembourg Register of Commerce and Companies under number
B 183229;
ii

xiii.
"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, (B) directly owns Partners
Alpha and (C) which holds 0.6% of the shares of Banco BTG Pactual, which it acquired in the open market;
xiv.
"Participating Partners" are to the Partners that purchased Banco BTG Pactual's common and preferred
shares, at the same time, on the same terms and as part of the same transaction, as a consortium of
international investors in 2010, together with all Partners that hold units through open market purchases,
which as of September 30, 2017, collectively represented approximately 0.6% of Banco BTG Pactual's
outstanding economic interests;
xv.
"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 hold our
common and preferred shares as well as equity securities in PPLA Participations and PPLAI, which as of
September 30, 2017, collectively represented approximately 81.9% of the outstanding economic interests in
the BTG Pactual Group, 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;
xvi.
"Partners Alpha" are to Partners Alpha Investments LLC, a limited liability company organized under the
laws of Delaware, which was a wholly-owned indirect subsidiary of PPLA until March 31, 2010;
xvii.
"Partnership Equity" are to our equity awarded to, and held by, the Partners in their capacity as Partners
and managers of the BTG Pactual Group and, therefore, which is subject to the restrictions on transfer
applicable to our partnership structure, as distinguished from equity held by the Partners acquired at the
same time and on the same terms as the consortium of international investors in December 2010 or
otherwise acquired on the open market. As of September 30, 2017, our Partners owned approximately 81.9%
of our equity, and approximately 72.8% of our equity was part of our partnership as Partnership Equity;
xviii.
"PPLA GP" are to PPLA GP 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 PPLA Participations,
which (A) has no economic rights and (B) is currently held indirectly by the Controlling Partners, pursuant
to which the Controlling Partners indirectly control PPLA Participations;
xix.
"PPLA Participations" are to PPLA Pactual Participations Ltd, a limited liability exempted company
incorporated under the laws of Bermuda, which (A) is the general partner of PPLAI and (B) is the indirect
holding company of the partnership interests of PPLAI indirectly purchased by holders of IPO units in the
initial public offering of the BTG Pactual Group in April 2012 and which was known as BTG Pactual
Participations Ltd. prior to September 6, 2017;
xx.
"PPLAI" are to PPLA Investments L.P., an exempted limited partnership established under the laws of
Bermuda, and its consolidated subsidiaries, which was known as BTG Investments L.P. prior to September
6, 2017;
xxi.
"Senior Management Team" are to the following individuals: Marcelo Kalim, Roberto Balls Sallouti, John
Huw Gwili Jenkins, Antonio Carlos Canto Porto Filho, Rogério Pessoa Cavalcanti de Albuquerque,
Eduardo Henrique de Mello Motta Loyo, Guilherme da Costa Paes, Renato Monteiro dos Santos, André
Fernandes Lopes Dias, João Marcello Dantas Leite; and
xxii.
"units" are to global depositary units listed on the B3 representing one common share and two preferred
shares of Banco BTG Pactual's capital stock.
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 market in accordance
with the rules and regulations of the Luxembourg Stock Exchange (the "Rules"). The Euro MTF market 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. This Offering Memorandum therefore does not comprise a base
prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (as amended, including by Directive
iii

2010/73/EU, and includes any relevant implementing measure in a relevant member state of the EEA, the
"Prospectus Directive").
This Offering Memorandum has been prepared on the basis that all offers of the Notes will be made , in
member states of the EEA (each, a "Member State") pursuant to an exemption under the Prospectus Directive from
the requirement to produce a prospectus (for the purposes of Article 5.4 of the Prospectus Directive) for offers of the
Notes. Any person making or intending to make any offer in a Member State or elsewhere of the Notes may only do
so in circumstances in which no obligation arises for the Issuer or the Dealers to publish such a prospectus for such
offer. Neither the Issuer nor the Dealers have authorized, nor do they authorize, the making of any offer of the Notes
in circumstances in which an obligation arises for the Issuer or the Dealers to publish a prospectus for such offer.
Neither the Issuer nor the Dealers has authorized nor do they authorize the making of any offer of the Notes through
any financial intermediary, other than offers made by the Dealers which constitute the final placement of the Notes
contemplated in this Offering Memorandum.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
The Notes are not intended, from January 1, 2018, to be offered, sold or otherwise made available to and,
with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the EEA.
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive
2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently, no
key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or
selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.
You should rely only on the information contained in this Offering Memorandum. The Issuer accepts
responsibility for the information contained in this Offering Memorandum and confirms that, to the best of
its knowledge and belief (having taken all reasonable care to ensure that such is the case), the information
contained in this Offering Memorandum is in accordance with the facts and contains no omission likely to
affect its import. Having made all reasonable inquiries, the Issuer confirms that (i) this Offering
Memorandum contains all information with respect to the Issuer and its subsidiaries taken as a whole, the
Programme and the Notes to be issued thereunder which is material in the context of the issue and offering of
the Notes, (ii) such information contained in this Offering Memorandum is true and accurate in all material
respects and is not misleading, (iii) the opinions and intentions expressed in this Offering Memorandum are
honestly held and have been reached after considering all relevant circumstances and are based on
reasonable assumptions, and (iv) there are no other facts the omission of which would, in the context of the
offering and issue of the Notes hereunder, make any statement in this Offering Memorandum as a whole
misleading in any material respect. The Issuer accepts responsibility accordingly. NO PERSON OTHER
THAN BANCO BTG PACTUAL IS AUTHORIZED TO PROVIDE INFORMATION ABOUT THE ISSUER
OR THIS PROGRAMME OTHER THAN THAT CONTAINED IN THIS OFFERING MEMORANDUM
AND THE DOCUMENTS OTHERWISE REFERRED TO HEREIN AND WHICH ARE MADE
AVAILABLE FOR INSPECTION BY THE PUBLIC AS DESCRIBED IN "GENERAL INFORMATION."
Neither this Offering Memorandum nor any other information supplied in connection with the Programme
or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation by the Issuer or any of the Dealers that any recipient of this Offering Memorandum or any other
information supplied in connection with the Programme or any Notes should subscribe for or purchase any Notes.
Each investor contemplating subscribing for or purchasing any Notes should make its own independent investigation
of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. This Offering
Memorandum does not constitute an offer of, or an invitation by or on behalf of the Issuer, any of the Dealers or the
Trustee (as defined herein) to subscribe or purchase, any of the Notes. The distribution of this Offering
Memorandum and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose
possession this Offering Memorandum comes are required by the Issuer, the Dealers and the Trustee to inform
themselves about and to observe any such restrictions. The Issuer and the Dealers do not represent that this Offering
Memorandum may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any
iv

applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has
been taken by the Issuer or the Dealers which is intended to permit a public offering of any Notes or distribution of
this Offering Memorandum in any jurisdiction where action for that purpose is required. Accordingly, no Notes may
be offered or sold, directly or indirectly, and neither this Offering Memorandum nor any advertisement or other
offering material may be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations. For a description of certain further restrictions on offers and
sales of Notes and distribution of this Offering Memorandum, see "Subscription and Sale."
The Trustee has not independently verified the information contained herein. Accordingly, The Trustee
accepts no liability in relation to the information contained in this Offering Memorandum or any other information
provided by the Issuer in connection with the Programme. In addition, no representation, warranty or undertaking,
express or implied, is made by the Dealer or the Trustee as to the accuracy or completeness of the information
contained or incorporated in this Offering Memorandum or any other information provided by the Issuer in
connection with the Programme, and nothing contained herein is or shall be relied upon as a promise or
representation by the Dealer or the Trustee, whether as to the past or to the future.
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES
AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES
OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON THE ACCURACY OR THE ADEQUACY OF THIS OFFERING
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES.
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, AND THE NOTES MAY INCLUDE BEARER NOTES
THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS,
THE NOTES MAY NOT BE OFFERED OR SOLD OR, IN THE CASE OF BEARER NOTES,
DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT, OR REGULATION S).
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 UNDER THE SECURITIES ACT, AS AMENDED, OR RULE 144A, TO
PERSONS WHO ARE "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A), OR
QIBS, THAT ARE ALSO "QUALIFIED PURCHASERS" (AS DEFINED IN SECTION 2(A)(51) OF THE
INVESTMENT COMPANY ACT), OR QPS, AND FOR LISTING OF THE NOTES ON THE OFFICIAL
LIST OF THE LUXEMBOURG STOCK EXCHANGE (FOR TRADING ON THE EURO MTF 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) OF THE INVESTMENT COMPANY ACT, OR 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 "SUBSCRIPTION AND SALE" AND
"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
v

BE USED IN CONNECTION WITH ANY OFFER FOR SUBSCRIPTION OR SALE OF THE NOTES TO
THE PUBLIC IN BRAZIL. THE DEALERS 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.
THE TERMS AND CONDITIONS RELATING TO THIS OFFERING MEMORANDUM HAVE
NOT BEEN APPROVED BY AND WILL NOT BE SUBMITTED FOR APPROVAL TO THE
LUXEMBOURG FINANCIAL SERVICES AUTHORITY (COMMISSION DE SURVEILLANCE DU
SECTEUR FINANCIER), OR CSSF, FOR PURPOSES OF PUBLIC OFFERING OR SALE IN THE
GRAND DUCHY OF LUXEMBOURG. ACCORDINGLY, THE NOTES MAY NOT BE OFFERED OR
SOLD TO THE PUBLIC IN LUXEMBOURG, DIRECTLY OR INDIRECTLY, AND NEITHER THIS
OFFERING MEMORANDUM NOR ANY OTHER CIRCULAR, PROSPECTUS, FORM OF
APPLICATION, ADVERTISEMENT OR OTHER MATERIAL RELATED TO SUCH OFFER MAY BE
DISTRIBUTED, OR OTHERWISE BE MADE AVAILABLE IN OR FROM, OR PUBLISHED IN,
LUXEMBOURG EXCEPT IF A PROSPECTUS HAS BEEN DULY APPROVED BY THE COMMISSION
DE SURVEILLANCE DU SECTEUR FINANCIER IN ACCORDANCE WITH THE LAW OF JULY 10,
2005 ON PROSPECTUSES FOR SECURITIES, AS AMENDED (THE "PROSPECTUS LAW") OR THE
OFFER BENEFITS FROM AN EXEMPTION TO OR CONSTITUTES A TRANSACTION OTHERWISE
NOT SUBJECT TO THE REQUIREMENT TO PUBLISH A PROSPECTUS FOR THE PURPOSE OF THE
PROSPECTUS LAW.
This Offering Memorandum is only being distributed to and is only directed at (i) persons who are outside
the United Kingdom or (ii) persons who have professional experience in matters relating to investment falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii)
persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the
Order or (iv) persons to whom this Offering Memorandum may otherwise lawfully be communicated (all such
persons together being referred to as "relevant persons"). This Offering Memorandum must not be acted on or relied
on by persons who are not relevant persons. Any investment or investment activity to which this Offering
Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. For a
description of certain restrictions on offers and sales of Notes and the distribution of this offering memorandum in
the United Kingdom, see "Subscription and Sale."
References herein to "US$," "U.S.$," "U.S. dollars" or "dollars" are to United States dollars, references to
"Brazilian real," "Brazilian reais," "real," "reais" or "R$" are to Brazilian reais, references to "Euro" and "" are to
the lawful currency of the member states of the European Union that adopt the single currency in accordance with
the EC Treaty, references to "Yen" are to the Japanese Yen, the official currency of Japan, references to "CI$" are to
Cayman Islands dollars, the official currency of the Cayman Islands and references to "CHF" are to Swiss Francs,
the official currency of Switzerland.
In connection with the offering of any Tranche of Notes, the Dealer or Dealers (if any) named as
Stabilizing Manager(s) (the "Stabilizing Manager(s)") in the applicable Final Terms (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, stabilization action may not
necessarily occur. Any stabilization action may begin on or after the date on which adequate public disclosure of the
terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end
no later than 30 days after the date on which the Issuer received the proceeds of the issue, or no later than 60 days
after the date of allotment of the relevant Tranche of Notes, whichever is earlier. Any stabilization action or over-
allotment must be conducted by the Stabilizing Manager(s) (or persons acting on behalf of the Stabilizing
Manager(s)) in accordance with all applicable laws and rules.
For the purposes of the Luxembourg Stock Exchange (Euro MTF market), this Offering Memorandum
shall constitute a Base Prospectus under the Luxembourg Law dated July 10, 2005 on Prospectuses for Securities, as
amended. References herein to Offering Memorandum shall be construed as references to "Base Prospectus" and
references to Final Terms shall be construed as references to "Pricing Supplement." This Offering Memorandum
may only be used for the purpose for which it has been published.
vi

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 of Brazil (Banco Central
do Brasil) (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)
("ANBIMA"), the Brazilian Federation of Banks (Federação Brasileira de Bancos) ("FEBRABAN"), the Brazilian
Geography and Statistics Institute (Instituto Brasileiro de Geografia e Estatística) ("IBGE"), the Getúlio Vargas
Foundation (Fundação Getúlio Vargas) ("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) ("BNDES"), the National Monetary Council (Conselho Monetário
Nacional) ("CMN"), the Superintendency of Private Insurance (Superintendência de Seguros Privados) ("SUSEP"),
and the São Paulo Stock Exchange (B3 S.A. Brasil, Bolsa, Balcão) ("B3"), among others. Other information
contained in this Offering Memorandum is based on information from Thomson Financial ("Thomson"),
Institutional Investor, Data Trader, Dealogic Analytics ("Dealogic"), The Banker, Euromoney, Futures Industry
Association, Latin America Venture Capital Association, World Wealth Report and Emerging Markets Private
Equity Association ("EMPEA"). 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 Dealers make any representation as to the accuracy of such data.
vii

ENFORCEABILITY OF JUDGMENTS
Brazil
We are a corporation (sociedade por ações) 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 and the United Kingdom. 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, the United Kingdom or other jurisdictions outside Brazil.
Because judgments of U.S. and English courts for civil liabilities based upon U.S. federal securities laws or English
law (as the case may be) 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 or English company. 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 English, Luxembourg or Cayman Islands 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) ("STJ") (through a specific lawsuit named ação de homologação de sentença
estrangeira). Such confirmation would occur if the foreign judgment:
has been rendered by a competent court;
was preceded by proper service of process on the parties in accordance with applicable law;
is effective in the country where it was issued and complies with all formalities necessary for its
recognition as an enforcement instrument under the laws of the jurisdiction where it was issued;
does not violate a final and unappealable decision issued by a Brazilian Court;
has been duly apostilled by the appropriate authority of the state rendering such foreign judgment in
accordance with the Hague Convention of October 5, 1961 Abolishing the Requirement of
Legalization for Foreign Public Documents (the "Apostille Convention"), or, if the rendering state is
not a signatory to the Apostille Convention, is duly authenticated by a competent Brazilian consulate
and is accompanied by a certified translation in Portuguese (tradução pública juramentada), except if
such procedure was exempted by an international treaty concluded by Brazil;
does not violate Brazilian public policy;
is not subject to appeal if it is a decision on the merits of the case; and
does not violate the exclusive jurisdiction of the Brazilian Judiciary Authority.
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
viii

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 instrument, the enforcement of foreign judgments that have been duly confirmed by the
STJ, or when the bond requirement was exempted by an international treaty concluded by Brazil.
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.
Cayman Islands
We are duly licensed and qualified to do business as a branch of a foreign bank according to the laws of the
Cayman Islands. The Cayman Islands has a less-developed body of securities laws as compared to the United States
and provides protection for investors to a significantly less extent.
We have been advised by Ogier, our Cayman Islands counsel, that although currently there is no statutory
enforcement in the Cayman Islands of judgments obtained in the State of New York, or Brazil, a judgment obtained
in such jurisdictions may be recognized and enforced in the courts of the Cayman Islands at common law, without
any reexamination or re-litigation of the matters adjudicated upon, by an action commenced on the foreign judgment
debt in the Grand Court of the Cayman Islands, provided such judgment: (i) is given by a foreign court of competent
jurisdiction; (ii) is final and conclusive; (iii) is not in respect of taxes, a fine or a penalty; (iv) was not obtained by
fraud; and (v) is not of a kind the enforcement of which is contrary to natural justice or public policy of the Cayman
Islands.
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.
We have been advised by Loyens & Loeff Luxembourg S.à r.l., our Luxembourg counsel, that as there is
no treaty in force on the reciprocal recognition and enforcement of judgments in civil and commercial matters
between the United States and Luxembourg or Brazil and Luxembourg, courts in Luxembourg will not
automatically recognize and enforce a final judgment rendered by a United States or Brazilian court. The
enforceability in Luxembourg courts of a final judgment obtained from a United States or Brazilian court will be
subject to the applicable enforcement procedure ("exequatur") as set out in the relevant provisions of the
Luxembourg New Civil Procedure Code and in Luxembourg case law. Pursuant to Luxembourg case law, the
granting of exequatur is subject to the following requirements:
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 (based on case law and legal
doctrine, it is not certain that this condition would still be required for an exequatur to be granted by a
Luxembourg court);
the decision of the foreign court must be 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.
ix