Bond BRM International Finance Ltd 8.5% ( US103738AD22 ) in USD

BRM International Finance Ltd

100 % ⇌

Cayman Islands

US103738AD22 ( in USD )

8.5% per year ( payment 4 times a year)

Perpetual

Prospectus brochure of the bond BR Malls International Finance Ltd US103738AD22 en USD 8.5%, maturity Perpetual

21/01/2026 ( In 36 days )

BR Malls International Finance Ltd. is a Bermuda-based subsidiary of BR Malls Participações S.A., a Brazilian real estate investment trust (REIT) focused on owning and operating shopping malls across Brazil.

The Bond issued by BRM International Finance Ltd ( Cayman Islands ) , in USD, with the ISIN code US103738AD22, pays a coupon of 8.5% per year.
The coupons are paid 4 times per year and the Bond maturity is Perpetual

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U.S.$175,000,000

BR MALLS INTERNATIONAL FINANCE LIMITED
(an exempted company incorporated under the laws of the Cayman Islands)
8.50% PERPETUAL NOTES
Unconditionally Guaranteed by
BR Malls Participações S.A., ECISA Engenharia, Comércio e Indústria Ltda.,
ECISA Participações Ltda. and Proffito Holding Participações S.A.
BR Malls International Finance Limited, or BR Malls International Finance, an exempted company incorporated under the laws of the
Cayman Islands, is a wholly-owned finance subsidiary offering U.S.$175,000,000 aggregate principal amount of its 8.50% guaranteed
perpetual notes, or the New Notes. The New Notes constitute a further issuance of and form a single series with BR Malls International
Finance's outstanding 8.50% perpetual notes issued on January 21, 2011, or the Existing Notes.
The New Notes sold pursuant to Rule 144A under the Securities Act of 1933 as amended, or the Securities Act, are expected to trade
under the same CUSIP and ISIN numbers and have identical terms as the Existing Notes held in the Rule 144A global note from the closing
date other than their date of issue, their initial price to the public and initial interest payment dates. The New Notes sold pursuant to
Regulation S under the Securities Act, or Regulation S, are expected to have identical terms as the Existing Notes held in the Regulation S
global note other than their date of issue, their initial price to the public and initial interest payment dates. Through the 40th day following
delivery of the New Notes, New Notes sold pursuant to Regulation S have temporary CUSIP and ISIN numbers. Thereafter such New Notes
will trade under the same CUSIP and ISIN numbers as the Existing Notes held in the Regulation S global note. Unless the context otherwise
requires, references to "notes" in this offering memorandum refer to the Existing Notes and the New Notes offered hereby as single series. At
the time of completion of this offering, the aggregate principal amount of outstanding notes was U.S.$405,000,000.
Interest on the New Notes will accrue at a rate of 8.50% per year. BR Malls International Finance will pay interest on the New Notes
quarterly in arrears on January 21, April 21, July 21 and October 21 of each year. Interest will accrue on the New Notes from October 21,
2012 and the first interest payment date will be January 21, 2013.
The notes are perpetual notes with no fixed final maturity date and will be repaid only in the event that BR Malls International Finance
redeems or repurchases the notes or upon acceleration due to an event of default, as described in this offering memorandum.
BR Malls International Finance may, at its option, redeem the notes, in whole or in part, at 100% of their principal amount plus accrued
interest and certain additional amounts, if any, on any interest payment date on or after January 21, 2016 or at any time upon the occurrence
of specified events relating to the applicable tax law, as described in this offering memorandum. Upon the occurrence of a change of control
triggering event, BR Malls International Finance must offer to repurchase the notes.
The notes are fully, unconditionally and irrevocably, jointly and severally, guaranteed by BR Malls Participações S.A. and its
subsidiaries ECISA Engenharia Comércio e Indústria Ltda., ECISA Participações Ltda. and Proffito Holding Participações S.A., collectively,
the Guarantors.
The notes are senior unsecured obligations of BR Malls International Finance, ranking equal in right of payment with all of its other
existing and future senior unsecured debt. The guarantees of the notes rank pari passu with all unsecured and unsubordinated obligations of
each of the Guarantors.
For a more detailed description of the notes, see "Description of the Notes" beginning on page 127.
We are not registering at any time the New Notes under the Securities Act or under any U.S. state securities laws. We are offering the
New Notes only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to persons outside the United
States in compliance with Regulation S. Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the
New Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. The New Notes
are not transferable except in accordance with the restrictions described under "Transfer Restrictions."
Application has been made to list the New Notes on the Official List of the Luxembourg Stock Exchange and admit the New Notes for
trading on the Euro MTF market of the Luxembourg Stock Exchange, or Euro MTF.
Investing in the notes involves risks. See "Risk Factors" beginning on page 18.
PRICE 108.50% PLUS ACCRUED INTEREST FROM OCTOBER 21, 2012
The New Notes were delivered in book-entry form through The Depository Trust Company, or DTC, and its direct and indirect
participants, including Clearstream Banking S.A. Luxembourg, or Clearstream, and Euroclear Bank S.A./N.V., as operator of the Euroclear
Bank system, or Euroclear, on October 25, 2012.
BTG Pactual
Deutsche Bank Securities

The date of this offering memorandum is November 6, 2012.

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TABLE OF CONTENTS
Page
Forward-Looking Statements .......................................................................................................................................ix
Presentation of Financial and Other Information ........................................................................................................... x
Summary........................................................................................................................................................................ 1
The Offering ................................................................................................................................................................ 10
Summary Financial Information .................................................................................................................................. 14
Risk Factors ................................................................................................................................................................. 18
Exchange Rates ........................................................................................................................................................... 29
Use of Proceeds ........................................................................................................................................................... 30
The Issuer .................................................................................................................................................................... 31
Capitalization ............................................................................................................................................................... 32
Selected Financial Information .................................................................................................................................... 33
Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................... 38
Industry and Regulatory Overview .............................................................................................................................. 64
Business ....................................................................................................................................................................... 78
Management .............................................................................................................................................................. 119
Principal Shareholders ............................................................................................................................................... 125
Related Party Transactions ........................................................................................................................................ 126
Description of the Notes ............................................................................................................................................ 127
Form of the Notes ...................................................................................................................................................... 146
Taxation ..................................................................................................................................................................... 150
Certain ERISA Considerations .................................................................................................................................. 156
Plan of Distribution ................................................................................................................................................... 157
Transfer Restrictions .................................................................................................................................................. 160
Enforcement of Judgments ........................................................................................................................................ 163
Legal Matters ............................................................................................................................................................. 165
Listing and General Information ............................................................................................................................... 166
Independent Auditors ................................................................................................................................................ 168
Index to Financial Statements .................................................................................................................................... F-1

In this offering memorandum, references to:
·
"we," "our," "us," the "Company" and "BR Malls" are to BR Malls Participações S.A., a corporation
(sociedade anônima) duly organized and incorporated on May 26, 2004, under the laws of the Federative
Republic of Brazil, or Brazil, and its consolidated subsidiaries, including the Issuer, except when the context
indicates otherwise;
·
"Issuer" or "BR Malls International Finance" are to BR Malls International Finance Limited, an exempted
financing company incorporated with limited liability under the laws of the Cayman Islands on October 18,
2007;
·
"Guarantors" are to BR Malls and its subsidiaries, ECISA Engenharia, Comércio e Indústria Ltda., a limited
liability company (sociedade limitada) duly organized and incorporated under the laws of Brazil on August 2,
1949, ECISA Participações Ltda., a limited liability company (sociedade limitada) duly organized and
incorporated under the laws of Brazil on October 29, 2005, and Proffito Holding Participações S.A., a
corporation (sociedade anônima) duly organized and incorporated under the laws of Brazil on February 2, 2008;
·
"Amazonas Shopping" are to Amazonas Shopping Center, located in Manaus, Amazonas;
·
"anchor stores" are to large, well-known stores in our shopping malls that serve as the primary attraction to the
consumers in each shopping mall, and are intended to ensure a constant flow of consumers in all areas of our
shopping malls;
i

·
"Araguaia debentures" are to the debentures with profit sharing rights pursuant to which we have the right,
among others, to receive 50% of Araguaia Shopping's net income and appoint Araguaia Shopping's
management;
·
"Araguaia Shopping" are to Araguaia Shopping, located in Goiânia, Goiás;
·
"ASCR" are to ASCR--Administradora Shopping Center Recife Ltda., our indirect subsidiary that manages
Shopping Recife;
·
"Big Shopping" are to Big Shopping, located in Contagem, Minas Gerais;
·
"BR Malls Administração" are to BR Malls Administração e Comercialização Ltda. (formerly Empresa
Gerenciadora de Empreendimentos Comerciais S.A.), our subsidiary that provides, among others, leasing and
merchandising services for shopping malls;
·
"BR Malls Desenvolvimento" are to BR Malls Desenvolvimento Participações Ltda., our subsidiary that
provides, among others, planning and development services to shopping malls;
·
"Campinas Shopping" are to Campinas Shopping, located in Campinas, São Paulo;
·
"Campo Grande Parking" are to Campo Grande Parking Ltda., our indirect subsidiary that provides parking
services at Shopping Campo Grande;
·
"Casa & Gourmet Shopping" are to Casa & Gourmet Shopping, located in Rio de Janeiro, Rio de Janeiro;
·
"Catuaí Shopping Londrina" are to Catuaí Shopping Londrina, located in Londrina, Paraná;
·
"Catuaí Shopping Maringá" are to Catuaí Shopping Maringá, located in Maringá, Paraná;
·
"Center Shopping Rio" are to Center Shopping Rio, located in Rio de Janeiro, Rio de Janeiro;
·
"Center Shopping Uberlândia" are to Center Shopping Uberlândia, located in Uberlândia, Minas Gerais;
·
"Christaltur" are to Christaltur Empreendimentos e Participações Ltda., our indirect subsidiary that holds our
ownership interest in Shopping Villa-Lobos;
·
"CIMA" are to CIMA Empreendimentos do Brasil S.A., our indirect subsidiary that holds our ownership
interest in Shopping Tijuca;
·
"COFAC" are to COFAC Companhia Fluminense de Administração e Comércio, one of our subsidiaries;
·
"Dyl" are to Dyl Empreendimentos e Participações S.A., one of our shareholders;
·
"ECISAs" are to ECISA Engenharia and ECISA Participações;
·
"ECISA Engenharia" are to ECISA Engenharia, Comércio e Indústria Ltda., our subsidiary that holds direct and
indirect ownership interests in our shopping malls;
·
"ECISA Participações" are to ECISA Participações Ltda., our subsidiary that holds direct and indirect
ownership interests in our shopping malls;
·
"EMCE" are to EMCE--Empresa Cogeradora de Energia Ltda., our indirect subsidiary that rents equipment for
electricity production for NorteShopping;
·
"EPI" are to Empresa Patrimonial Industrial IV S.A., our indirect subsidiary that holds our ownership interest in
Shopping Iguatemi Belém, Amazonas Shopping and Shopping Iguatemi Maceió;
·
"Esplanada Shopping" are to Esplanada Shopping, located in Sorocaba, São Paulo;
ii

·
"Estação BH" are to Estação BH Shopping, located in Belo Horizonte, Minas Gerais;
·
"Eximia" are to Eximia Participações e Empreendimentos Ltda., our indirect subsidiary that holds our
ownership interest in Big Shopping and Minas Shopping;
·
"Fashion Mall" are to Fashion Mall, located in Rio de Janeiro, Rio de Janeiro;
·
"FMSA" are to Fashion Mall S.A., our subsidiary through which we hold a 100% ownership interest in Casa &
Gourmet Shopping, Fashion Mall, Niterói Plaza Shopping and Ilha Plaza Shopping;
·
"Goiânia Shopping" are to Goiânia Shopping, located in Goiânia, Goiás;
·
"GS" are to GS Shopping Center S.A., our indirect subsidiary that holds our ownership interest in Goiânia
Shopping;
·
"Gross commercial area" or "GCA" are to the sum of all commercial areas of shopping malls, which includes
the gross leasable area and other commercial areas owned by third parties;
·
"Gross leasable area" or "GLA" are to the sum of all areas in shopping malls that are available for lease, except
for kiosks. We calculate our own gross leasable area by subtracting from gross commercial area the areas in
shopping malls owned by third parties;
·
"Ilha Plaza Shopping" are to Ilha Plaza Shopping, located in Rio de Janeiro, Rio de Janeiro;
·
"In Mont Group" are to In Mont Group, a group of companies that was acquired by us on July 16, 2007. We
hold through In Mont Group our ownership interest in Casa & Gourmet Shopping, Fashion Mall, Niterói Plaza
Shopping and Ilha Plaza Shopping and other companies that provide services to such shopping malls;
·
"Itaú Power" are to Itaú Power Shopping, located in Contagem, Minas Gerais;
·
"Jardim Sul" are to Jardim Sul Shopping, located in São Paulo, São Paulo;
·
"Minas Shopping" are to Minas Shopping, located in Belo Horizonte, Minas Gerais;
·
"Mooca Plaza Shopping" are to Mooca Plaza Shopping, located in São Paulo, São Paulo;
·
"Natal Shopping" are to Natal Shopping, located in Natal, Rio Grande do Norte;
·
"Nattca" are to Nattca Participações S.A., our indirect subsidiary that holds our ownership interest in Shopping
Estação;
·
"Niterói Plaza Shopping" are to Niterói Plaza Shopping, located in Niterói, Rio de Janeiro;
·
"NorteShopping" are to NorteShopping, located in Rio de Janeiro, Rio de Janeiro;
·
"Osasco Plaza Shopping" are to Osasco Plaza Shopping, located in Osasco, São Paulo;
·
"Pantanal Shopping" are to Pantanal Shopping, located in Cuiabá, Mato Grosso;
·
"Plaza Macaé" are to Plaza Macaé Shopping, located in Macaé, Rio de Janeiro;
·
"Proffito" are to Proffito Holding Participações S.A., formerly known as Graúna Holding Participações S.A.,
our subsidiary that holds our ownership interests in Shopping Tamboré;
·
"Rai Rhodes" are to Rai-Rhodes Administração de Imóveis Ltda., our subsidiary that provides, among others,
leasing and merchandising services for shopping malls;
·
"real," "reais" or "R$" are to the Brazilian real, the official currency of Brazil;
iii

·
"Recife Parking" are to Recife Parking Ltda., our indirect subsidiary that provides parking services at Shopping
Recife;
·
"Rio Anil" are to Rio Anil Shopping, located in São Luís, Maranhão;
·
"São Luís Shopping Center" are to São Luís Shopping Center, located in São Luís, Maranhão;
·
"SDR" are to SDR--Empreendimentos Imobiliárias S.A., our indirect subsidiary that holds our ownership
interest in Shopping Del Rey;
·
"Shopping ABC" are to Shopping ABC, located in Santo André, São Paulo;
·
"Shopping Campo Grande" are to Shopping Campo Grande, located in Campo Grande, Mato Grosso do Sul;
·
"Shopping Center Mooca Empreendimentos Imobiliários" are to Shopping Center Mooca Empreendimentos
Imobiliários S.A., our indirect subsidiary that holds our ownership interest in Shopping Center Mooca;
·
"Shopping Crystal Plaza" are to Shopping Crystal Plaza, located in Curitiba, Paraná;
·
"Shopping Curitiba" are to Shopping Curitiba, located in Curitiba, Paraná;
·
"Shopping Del Rey" are to Shopping Del Rey, located in Belo Horizonte, Minas Gerais;
·
"Shopping Estação" are to Shopping Estação, located in Curitiba, Paraná;
·
"Shopping Granja Vianna" are to Shopping Granja Vianna, located in Cotia, São Paulo;
·
"Shopping Iguatemi Belém" are to Shopping Iguatemi Belém, located in Belém, Pará;
·
"Shopping Iguatemi Caxias do Sul" are to Shopping Iguatemi Caxias do Sul, located in Caxias do Sul, Rio
Grande do Sul;
·
"Shopping Iguatemi Maceió" are to Shopping Iguatemi Maceió, located in Maceió, Alagoas;
·
"Shopping Independência" are to Shopping Independência, located in Juiz de Fora, Minas Gerais;
·
"Shopping Metrô Santa Cruz" are to Shopping Metrô Santa Cruz, located in São Paulo, São Paulo;
·
"Shopping Metrô Tatuapé" are to Shopping Metrô Tatuapé, located in São Paulo, São Paulo;
·
"Shopping Mueller Joinville" are to Shopping Center Mueller, located in Joinville, Santa Catarina;
·
"Shopping Paralela" are to Shopping Paralela, located in Salvador, Bahia;
·
"Shopping Pátio Belém" are to Shopping Pátio Belém, located in Belém, Pará;
·
"Shopping Piracicaba" are to Shopping Piracicaba, located in Piracicaba, São Paulo;
·
"Shopping Recife" are to Shopping Recife, located in Recife, Pernambuco;
·
"Shopping Sete Lagoas" are to Shopping Sete Lagoas, located Sete Lagos, Minas Gerais;
·
"Shopping Tamboré" are to Shopping Tamboré, located in Tamboré, São Paulo;
·
"Shopping Tijuca" are to Shopping Tijuca, located in Rio de Janeiro, Rio de Janeiro;
·
"Shopping Villa-Lobos" are to Shopping Villa-Lobos, located in São Paulo, São Paulo;
iv

·
"SISA" are to Sociedade Independência Imóveis S.A., our indirect subsidiary that organizes, implements and
manages real estate and commercial developments, particularly in shopping malls, including Shopping
Independência, located in Juiz de Fora, MG;
·
"SPE Mônaco" are to SPE Mônaco Participações S.A., our subsidiary that holds our ownership interest in Natal
Shopping;
·
"SPE Monza" are to SPE Monza Participações S.A., our subsidiary that holds our ownership interest in
Shopping Center Mooca;
·
"SPE Xangai" are to SPE Xangai Participações S.A., our subsidiary that holds our ownership interest in
Shopping Granja Vianna;
·
"square meters" are to square meters, one square meter being equal to 10.76 square feet;
·
"Top Shopping" are to Top Shopping, located in Nova Iguaçú, Rio de Janeiro;
·
"U.S. dollars," "dollars," "dollar" or "U.S.$" are to U.S. dollars, the official currency of the United States;
·
"Via Brasil Shopping" are to Via Brasil Shopping, located in Irajá, Rio de Janeiro;
·
"Villa-Lobos Parking" are to Villa-Lobos Parking Ltda., our indirect subsidiary that provides parking services
at Shopping Villa-Lobos; and
·
"West Shopping" are to West Shopping Rio, located in Rio de Janeiro, Rio de Janeiro.

This offering memorandum is not an offer to sell the New Notes and we are not soliciting an offer to buy the
New Notes in any jurisdiction in which the offer or sale is prohibited. Neither the delivery of this offering
memorandum nor any sale made under the terms described herein shall imply that the information herein is correct
as of any date after the date hereof.
NONE OF THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, ANY STATE OR
FOREIGN SECURITIES COMMISSION OR OTHER REGULATORY AGENCY HAS APPROVED OR
DISAPPROVED OF THE NOTES OFFERED HEREBY OR DETERMINED IF THIS OFFERING
MEMORANDUM IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
This offering is being made in reliance upon exemptions from registration under the Securities Act for an offer
and sale of securities which does not involve a public offering. The New Notes were initially purchased by Banco
BTG Pactual S.A. Cayman Branch and Deutsche Bank Securities Inc. (collectively, the "initial purchasers") in
accordance with such exemptions. If you purchase any of the New Notes, you will be deemed to make certain
acknowledgments, representations and agreements set forth herein under the caption "Transfer Restrictions." You
may be required to bear the financial risks of this investment for an indefinite period of time.
We prepared this offering memorandum solely for use in connection with this offering. In accepting this
offering memorandum, you have agreed that you will hold the information contained or referred to herein in
confidence. We and the initial purchasers reserve the right to reject any offer to purchase any of the New Notes for
any reason, or to sell less than the principal amount of the New Notes that any prospective purchaser has subscribed.
You represent that you are basing your investment decision solely on this offering memorandum and your own
examination of us and the terms of this offering. You cannot distribute this offering memorandum or the information
contained in it to any person other than your professional advisor without our prior written consent. If you do not
purchase any of the New Notes or if this offering is terminated, you agree to return this offering memorandum and
all documents delivered in connection with this offering to Banco BTG Pactual S.A. Cayman Branch, Butterfield
House, 68 Fort Street, Grand Cayman, Cayman Islands, Attention: Transactions Advisory Group and Deutsche Bank
Securities Inc., at 60 Wall Street, New York, NY, 10005, Attention: Debt Capital Markets Syndicate.
v

By receiving this offering memorandum and by purchasing the New Notes, you acknowledge that (1) you have
had the opportunity to ask us for and to review, and you have received and reviewed, all additional information
considered by you to be necessary to verify the accuracy of or to supplement the information presented in this
offering memorandum, (2) you have not relied on the initial purchasers or any person affiliated with any initial
purchaser in connection with investigating the accuracy of such information or your investment decision and (3) no
person has been authorized to give information or to make any representation concerning us or the New Notes other
than as contained in this offering memorandum and information given by our duly authorized officers and
employees in connection with your examination of us and the terms of this offering. You cannot rely on any such
other information or representation.
The initial purchasers make no representation or warranty, express or implied, concerning the accuracy or
completeness of the information in this offering memorandum, and nothing contained in this offering memorandum
is, or shall be relied upon as, a promise or representation, from an initial purchaser whether as to the past or the
future.
This offering memorandum has been prepared by us solely for use in connection with the proposed offering of
the New Notes. To the best of our knowledge and belief, having made all reasonable inquiries, we confirm that this
offering memorandum contains all material information with respect to us, our business and the New Notes.
However, we cannot give you any assurance and you should not assume that the information contained in this
offering memorandum is accurate or complete after the date appearing on the cover page of this offering
memorandum. Our business, financial condition, results of operations, cash flows and prospects may have changed
since that date.
The contents of this offering memorandum do not constitute legal, business or tax advice and neither we nor the
initial purchasers are making any representation to any purchaser of the New Notes and guarantees regarding the
legality of an investment by such purchaser under any legal investment or similar laws or regulations. You should
consult your own legal, business and tax advisors as to legal, business or tax advice related to a purchase of the New
Notes.
Notwithstanding anything herein to the contrary, investors may disclose to any person, without limitation of any
kind, the U.S. federal or state income tax treatment and tax structure of the offering and all materials of any kind
(including opinions or other tax analyses) that are provided to the investors relating to such tax treatment and tax
structure. However, any information relating to the U.S. federal income tax treatment or tax structure shall remain
confidential (and the foregoing sentence shall not apply) to the extent reasonably necessary to enable any person to
comply with applicable securities laws. For this purpose, "tax structure" means any facts relevant to the U.S. federal
or state income tax treatment of the offering but does not include information relating to the identity of the issuer of
the securities, the issuer of any assets underlying the securities, or any of their respective affiliates that are offering
the securities.
New Notes sold in reliance on Rule 144A under the Securities Act were initially represented by one or more
global certificates, and New Notes sold to persons other than U.S. persons in reliance on Regulation S under the
Securities Act were initially represented by a separate single global certificate, in each case in fully registered form
without coupons, and each such global certificate has been registered in the name of a nominee of The Depository
Trust Company, New York, New York, as depositary. See "Form of the Notes."
You must comply with all applicable laws and regulations (including obtaining required consents, approvals or
permissions) in force in any jurisdiction in which you purchase, offer or sell the New Notes. Neither we nor the
initial purchasers have any responsibility for any purchase, offer or sale of the New Notes by you.
If you have any questions relating to this offering memorandum or this offering, or if you reasonably require
additional information in connection with your investment in the New Notes and guarantees, direct your questions to
the initial purchasers or us.
In connection with this offering, the initial purchasers participating in this offering may engage in transactions
that stabilize, maintain or otherwise affect the price of the New Notes. Specifically, the initial purchasers may over-
allot in connection with this offering, may bid for and purchase New Notes in the open market and may impose
penalty bids. For a description of these activities, see "Plan of Distribution."
vi

This offering memorandum constitutes a prospectus for the purpose of Luxembourg law dated July 10, 2005, as
amended, on Prospectuses for Securities.
NOTICE TO RESIDENTS OF BRAZIL
The New Notes have not been, and will not be, registered with the Comissão de Valores Mobiliários, or the
CVM, the Brazilian securities commission. Any public offering or distribution, as defined under Brazilian laws and
regulations, of the New Notes in Brazil is not permitted without such prior registration. Documents relating to the
offering of the New Notes, including this offering memorandum, as well as information contained herein, may not
be provided or distributed to the public in Brazil, as the offering of the New Notes is not a public offering of
securities in Brazil, nor may they be used in connection with any offer for subscription or sale of the New Notes to
the public in Brazil. Each of the initial purchasers has agreed not to offer or sell the New Notes in Brazil, except in
circumstances that do not constitute a public offering or unauthorized distribution of securities under applicable
Brazilian laws and regulations or pursuant to an express exemption of registration with the CVM, pursuant to
Brazilian law and regulations.
NOTICE TO MEMBERS OF THE PUBLIC OF THE CAYMAN ISLANDS
SECTION 175 OF THE COMPANIES LAW (2012 REVISION) OF THE CAYMAN ISLANDS PROVIDES
THAT AN EXEMPTED COMPANY (SUCH AS BR MALLS INTERNATIONAL FINANCE) THAT IS NOT
LISTED ON THE CAYMAN ISLANDS STOCK EXCHANGE IS PROHIBITED FROM MAKING ANY
INVITATION TO THE PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE FOR ANY OF ITS NOTES.
EACH PURCHASER OF THE NOTES AGREES THAT NO INVITATION MAY BE MADE TO THE PUBLIC
IN THE CAYMAN ISLANDS TO SUBSCRIBE FOR THE NOTES.
NOTICE TO INVESTORS WITHIN THE PHILIPPINES
As stated above, exempt transactions under the Securities Regulation Code include the sale to any number of
"qualified buyers." In this regard, a notice of exemption under SEC form 10-1 must be filed with the SEC within ten
days after the sale of the securities. Moreover, the following statement (in bold face, prominent type) is required to
be disclosed to the offerees:
THE SECURITIES BEING OFFERED OR SOLD HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES REGULATION CODE.
ANY FUTURE OFFER OR SALE THEREOF IS SUBJECT TO REGISTRATION REQUIREMENTS
UNDER THE CODE UNLESS SUCH OFFER OR SALE QUALIFIES AS AN EXEMPT TRANSACTION.
"qualified buyers" are: (i) banks, (ii) registered investment houses, (iii) insurance companies, (iv) pension funds
or retirement plans maintained by the Government of the Philippines or any political subdivision thereof, or
managed by a bank or a trust entity licensed by the Bangko Sentral ng Pilipinas, (v) investment companies, and (vi)
such other persons as the SEC may determine as qualified buyers, on the basis of such factors as financial
sophistication, net worth, knowledge, and experience in financial and business matters, or amount of assets under
management.
NOTICE TO INVESTORS IN SINGAPORE
Any offer of debt securities to prospective investors in Singapore (whether the issuer is a Singapore resident
issuer or a foreign issuer) must be made in accordance with the prospectus requirements of the Securities and
Futures Act, Chapter 289 of Singapore Statutes.
In general, a prospectus is required to be lodged with, and registered by, Monetary Authority of Singapore, or
MAS, prior to any offer of debt securities in Singapore, although certain categories of prospective investors may be
offered debt securities without the issuer having to register a prospectus.
vii

SALES TO PROFESSIONAL INVESTORS WITHIN HONG KONG
The law relating to this area changed on December 3, 2004 when new legislation, the Companies (Amendment)
Ordinance ("CAO"), came into effect. The following constitutes the selling restriction applicable to the sale of New
Notes to "professionals" within Hong Kong since that date.
Each initial purchaser has represented and agreed that:
(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any New
Notes other than (i) to persons whose ordinary business is to buy or sell shares or debentures (whether as
principal or agent); or (ii) to "professional investors" as defined in the Securities and Futures Ordinance
(Cap. 571) of Hong Kong and any rules made under that Ordinance; or (iii) in other circumstances which
do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of
Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and
(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its
possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or
document relating to the New Notes, which is directed at, or the contents of which are likely to be accessed
or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong)
other than with respect to New Notes which are or are intended to be disposed of only to persons outside
Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any
rules made under that Ordinance.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
In the United Kingdom, this document is being distributed only to, and is directed only at, and any offer
subsequently made may only be directed at persons who are "qualified investors" (as defined in the Prospectus
Directive) (i) who 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 "Order") and/or (ii)
who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within
Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This
document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the
United Kingdom, any investment or investment activity to which this document relates is only available to, and will
be engaged in with, relevant persons.
NOTICE TO NEW HAMPSHIRE RESIDENTS
Neither the fact that a registration statement or an application for a license has been
filed under RSA 421-B 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 than 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.

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FORWARD-LOOKING STATEMENTS
This offering memorandum contains estimates and forward-looking statements, principally in "Risk Factors,"
"Management's Discussion and Analysis of Financial Conditions and Results of Operations" and "Business." Some
of the matters discussed concerning our business, financial condition, results of operations, cash flow and prospects
include estimates and forward-looking statements within the meaning of the Securities Act and the Securities
Exchange Act of 1934, as amended, or the Exchange Act. Our estimates and forward-looking statements are based
primarily on our current expectations and estimates of future events and trends, which affect or may affect our
businesses, financial condition, results of operations, cash flow and prospects. Although we believe that these
estimates and forward-looking statements are based on reasonable assumptions, they are subject to several risks and
uncertainties and are made in light of information currently available to us.
Our estimates and forward-looking statements may be influenced by the following factors:
·
general economic, political, and business conditions in Brazil and the regions in which we operate;
·
fluctuations in inflation and prevailing interest rates in Brazil;
·
changes in the retail, shopping mall and real estate markets in Brazil;
·
our ability to successfully implement our business strategy, including our ability to (i) acquire additional
interests in the shopping malls in which we currently participate; (ii) acquire interests in shopping malls
owned by third parties; (iii) identify properties suitable for the development of new shopping malls; and
(iv) enter into new contracts for the provision of shopping mall management services and of the leasing of
shopping mall stores and common spaces;
·
our ability to successfully manage our business in the future;
·
our ability to obtain additional financing on reasonable terms and conditions;
·
changes in the level of retail sales in Brazil;
·
introduction of new laws and/or regulations or of amendments to current laws and/or regulations applicable
to the shopping mall, real estate and retail markets in Brazil, including those related to the environment or
urban planning;
·
governmental intervention resulting in changes to applicable taxes or the regulatory environment in Brazil;
·
competition in the Brazilian shopping mall market in Brazil and in the regions in which we operate;
·
force majeure events; and
·
the other risk factors discussed under "Risk Factors."
The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar words
are intended to identify estimates and forward-looking statements. Estimates and forward-looking statements speak
only as of the date they were made, and we undertake no obligation to update or to review any estimate and/or
forward-looking statement because of new information, future events or other factors. Estimates and forward-
looking statements involve risks and uncertainties and are not guarantees of future performance. Our future results
may differ materially from those expressed in these estimates and forward-looking statements. In light of the risks
and uncertainties described above, the estimates and forward-looking statements discussed in this offering
memorandum might not occur and our future results and our performance may differ materially from those
expressed in these forward-looking statements. Because of these uncertainties, you should not make any investment
decision based on these estimates and forward-looking statements.
ix