Bond BTG Pactual Banco 5.75% ( USP07790AD31 ) in USD

Issuer BTG Pactual Banco
Market price 100 %  ▼ 
Country  Brazil
ISIN code  USP07790AD31 ( in USD )
Interest rate 5.75% per year ( payment 2 times a year)
Maturity 27/09/2022 - Bond has expired



Prospectus brochure of the bond Banco BTG Pactual USP07790AD31 in USD 5.75%, expired


Minimal amount 200 000 USD
Total amount 450 000 000 USD
Cusip P07790AD3
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description 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.

The Bond issued by BTG Pactual Banco ( Brazil ) , in USD, with the ISIN code USP07790AD31, pays a coupon of 5.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 27/09/2022








US$800,000,000

Banco BTG Pactual S.A.
a sociedade anônima incorporated in the Federative Republic of Brazil
(acting through its Cayman Islands Branch)
5.75% Subordinated Notes due September 28, 2022




Banco BTG Pactual S.A., a sociedade anônima incorporated in the Federative Republic of Brazil, or Banco BTG Pactual, acting
through its Cayman Islands Branch, is issuing US$800,000,000 aggregate principal amount of 5.75%% Subordinated Notes due September 28,
2022, or the Notes. The Notes bear interest from September 28, 2012 and will be payable semiannually in arrears on March 28 and September 28
of each year, commencing on March 28, 2013, or the Interest Payment Dates. See "Description of the Notes--General."
The Notes are our unsecured and subordinated obligations. Payment of principal on the Notes may be accelerated only in the case of
certain events involving our bankruptcy, liquidation, dissolution, winding up or similar events, and we will only be required to make payment on
acceleration after our dissolution or winding up for purposes of Brazilian law. 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 or interest in respect 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, the Issuer may redeem the Notes in whole, but not in part, following the occurrence of certain changes affecting taxation and the
classification of the Notes as Tier 2 Capital. See "Description of the Notes--Optional Redemption."
If we are not in compliance with operational limits required by current or future regulations generally applicable to Brazilian banks, or
the risk-based capital requirements, or if the payment of interest or principal (and any other amounts payable in respect thereof) would cause us to
fail to be in compliance with those operational limits, we may defer any payments under the Notes (including payment of interest or principal)
until we are in compliance with those operational limits and such payments (1) would no longer cause us to fail to be in compliance with those
operational limits and (2) are authorized (to the extent that such authorization is required) by the Central Bank or any applicable Brazilian
governmental authority.
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 Luxembourg Act dated July 10,
2005, as amended, on prospectuses for securities 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 27.
There is currently no public market for 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: 98.140% plus accrued interest, if any, from September 28, 2012.




The Notes were ready for delivery 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, as of September 28, 2012.




Joint Bookrunners

BB Securities Bradesco BBI BTG Pactual Citigroup Deutsche Bank Securities

Co-Manager
CITIC Securities International

The date of this Offering Memorandum is October 29, 2012.



TABLE OF CONTENTS
ENFORCEABILITY OF JUDGMENTS IN BRAZIL ................................................................................................. ix
FORWARD-LOOKING STATEMENTS .................................................................................................................... xi
PRESENTATION OF FINANCIAL AND OTHER INFORMATION .....................................................................xiii
SUMMARY .................................................................................................................................................................. 1
THE OFFERING ......................................................................................................................................................... 17
SUMMARY FINANCIAL INFORMATION ............................................................................................................. 23
RISK FACTORS ......................................................................................................................................................... 27
USE OF PROCEEDS .................................................................................................................................................. 48
CAPITALIZATION .................................................................................................................................................... 49
EXCHANGE RATES .................................................................................................................................................. 50
SELECTED FINANCIAL AND OPERATING INFORMATION ............................................................................. 52
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .............................................................................................................................................. 56
BUSINESS ................................................................................................................................................................ 116
MANAGEMENT ...................................................................................................................................................... 159
OUR PARTNERSHIP ............................................................................................................................................... 170
PRINCIPAL SHAREHOLDERS .............................................................................................................................. 175
RELATED PARTY TRANSACTIONS .................................................................................................................... 177
INDUSTRY OVERVIEW ......................................................................................................................................... 179
REGULATORY OVERVIEW .................................................................................................................................. 208
DESCRIPTION OF THE NOTES ............................................................................................................................. 229
TAXATION .............................................................................................................................................................. 249
CERTAIN ERISA CONSIDERATIONS .................................................................................................................. 257
PLAN OF DISTRIBUTION ...................................................................................................................................... 259
TRANSFER RESTRICTIONS .................................................................................................................................. 264
INDEPENDENT AUDITORS .................................................................................................................................. 270
LEGAL MATTERS .................................................................................................................................................. 271
GENERAL INFORMATION .................................................................................................................................... 272
ANNEX A: PRINCIPAL DIFFERENCES BETWEEN BRAZILIAN GAAP AND IFRS ...................................... 273
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)
"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;
(iii)
"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;
(iv)
"BTGI" are to BTG Investments L.P., an exempted limited partnership established under the laws of
Bermuda, and its consolidated subsidiaries;
(v)
"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 respect subsidiaries, collectively, excluding BTG Pactual Participations;
(vi)
"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 the 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;
(vii)
"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 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;
(viii)
"Issuer" are to Banco BTG Pactual S.A. without its consolidated subsidiaries, acting through its Cayman
Islands Branch;
(ix)
"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
controlled by the Agnelli family of Italy, and Inversiones Bahía (through Rendefeld, S.A.), the holding
iii




company of the Motta family of Panama, as well as equity securities in BTG Pactual Participations and
BTGI, which immediately following the sale by Europa Lux III S.a.r.l, RIT Capital Partners plc, Marais
LLC, EXOR S.A. and Rendefeld, S.A. of part of their equity interest in the BTG Pactual Group in the BTG
Pactual Group's initial public offering, collectively owned 12.19% of our outstanding economic interests;
(x)
"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;
(xi)
"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 2.37% of our outstanding economic interests;
(xii)
"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 77.11% of the
outstanding economic interests in the BTG Pactual Group (which includes approximately 2.37% 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), 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;
(xiii)
"Senior Management Team" are to 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, Antoine Estier, John Fath, Emmanuel Rose
Hermann, Steve Jacobs, Eduardo Henrique de Mello Motta Loyo, James Marcos de Oliveira, Guilherme da
Costa Paes, Renato Monteiro dos Santos, André Fernandes, David Herzberg, Roberto Isolani, Roger
Jenkins, David Martin, João Marcello Dantas Leite, Carlos Daniel Rizzo da Fonseca, José Octavio Mendes
Vita and José Zitelmann;
(xiv)
"Top Seven Partners" are to the Partners (other than André Santos Esteves) that 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,
Emmanuel Rose Hermann, James Marcos de Oliveira and Renato Monteiro dos Santos; and
(xv)
"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 Alternext 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.
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.
We have prepared this Offering Memorandum for use solely in connection with the proposed offering of
the Notes described in this Offering Memorandum.
iv




The 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
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,
v




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.
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
vi




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.
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 7, paragraph 1 of CMN Resolution No. 3,444 dated February 28, 2007, as amended,
modified, supplemented or superseded from time to time, or CMN Resolution 3,444, any provision of this Offering
Memorandum that conflicts with the Terms of Subordination (núcleo de subordinação) that sets out the
subordination terms and conditions of the Notes, and is a part of the Indenture governing the Notes, will be null and
void.
References herein to "US$," "US$," "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 "£," "Pounds" and "Sterling" are to Pounds Sterling.
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
vii




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
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS.
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. The
information contained in this Offering Memorandum relating to markets in which we operate other than Brazil is
based on Thomson Financial and Institutional Investor. 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, except as to the
correct extraction and reproduction of the information contained therein, for which we take responsibility.
viii




ENFORCEABILITY OF JUDGMENTS IN BRAZIL
Brazil
We are a corporation (sociedade anônima) incorporated under the laws of Brazil and most of our, Partners,
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, including with respect to matters arising
under the federal securities laws of the United States, or to enforce against such persons or against judgments of
courts of the United States predicated upon the civil liability provisions of the federal securities law of the United
States. 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 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 us or sufficient evidence of our absence
has been given as required under applicable 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 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.
Additionally, pursuant to our by-laws, we, our shareholders, directors and officers, and the members of our
fiscal council will settle any and all disputes or controversies which may arise among themselves relating to, or
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originating from, the application, validity, effectiveness, interpretation, violations and effects of violations of the
provisions of its by-laws, or applicable laws and regulations, pursuant to arbitration in accordance with the
procedures established by the International Chamber of Commerce Court of International Arbitration.
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 counsel, that although 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 will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-
examination on the merits of the underlying dispute, by any 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) imposes on the judgment debtor a liability to pay a liquidated sum for which judgment has been given; (iii) is
final; (iv) is not in respect of taxes, a fine or a penalty; and (v) was not obtained in a manner and is not of a kind the
enforcement of which is contrary to natural justice or public policy of the Cayman Islands.
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