Bond BTG Pactual Banco (Cayman) 4.1% ( XS0907930399 ) in CNY

BTG Pactual Banco (Cayman)

100 % ▲

Brazil

XS0907930399 ( in CNY )

4.1% per year ( payment 1 time a year)

26/03/2016 - Bond has expired

Prospectus brochure of the bond Banco BTG Pactual (Cayman Branch) XS0907930399 in CNY 4.1%, expired

1 000 000 CNY

1 000 000 000 CNY

Banco BTG Pactual (Cayman Branch) is a branch of the Brazilian investment bank BTG Pactual, operating in the Cayman Islands, offering offshore banking and wealth management services to high-net-worth individuals and institutional clients.

The Bond issued by BTG Pactual Banco (Cayman) ( Brazil ) , in CNY, with the ISIN code XS0907930399, pays a coupon of 4.1% per year.
The coupons are paid 1 time per year and the Bond maturity is 26/03/2016

Banco BTG Pactual S.A.
a sociedade anônima incorporated in the Federative Republic of Brazil
(acting through its principal office in Brazil or through its Cayman Islands Branch)
US$3,000,000,000
Global Medium-Term Note Programme
Under its global medium-term note programme (the "Programme"), Banco BTG Pactual S.A., acting either through its principal office in Brazil or
through its Cayman Islands 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$3,000,000,000 (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
document (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 2004/39/EC concerning markets in financial
instruments (the "MIFID Directive"). 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
Euro MTF market of the Luxembourg Stock Exchange or any other stock exchange will be achieved prior to the issue date of any Notes or otherwise. This Offering
Memorandum updates the offering memorandum for the Programme dated January 9, 2013, which was approved as a base prospectus by the Luxembourg Stock
Exchange. In relation to the Notes listed on 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 ratings described below or the rating(s) assigned to Notes already issued. Whether or not a rating in relation to any Tranche of Notes will be treated as having
been issued by a credit rating agency established in the EEA and registered under Regulation (EU) No. 1060/2009, as amended (the "CRA Regulation") will be
disclosed in the relevant Final Terms.
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 (1) 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 (2)
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 (3) 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 April 11, 2013

TABLE OF CONTENTS
ENFORCEABILITY OF JUDGMENTS IN BRAZIL....................................................................................7
FORWARD-LOOKING STATEMENTS.......................................................................................................9
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ........................................................11
SUMMARY ..................................................................................................................................................17
THE OFFERING...........................................................................................................................................35
SUMMARY FINANCIAL INFORMATION ...............................................................................................41
RISK FACTORS...........................................................................................................................................45
USE OF PROCEEDS ....................................................................................................................................66
CAPITALIZATION......................................................................................................................................67
EXCHANGE RATES ...................................................................................................................................68
SELECTED FINANCIAL AND OPERATING INFORMATION...............................................................70
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS........................................................................................................74
BUSINESS ..................................................................................................................................................127
MANAGEMENT ........................................................................................................................................172
OUR PARTNERSHIP.................................................................................................................................182
PRINCIPAL SHAREHOLDERS ................................................................................................................187
RELATED PARTY TRANSACTIONS......................................................................................................189
INDUSTRY OVERVIEW...........................................................................................................................191
REGULATORY OVERVIEW....................................................................................................................218
TERMS AND CONDITIONS OF THE NOTES ........................................................................................240
FORM OF THE FINAL TERMS................................................................................................................264
FORM OF THE NOTES; BOOK ENTRY AND TRANSFER...................................................................275
TAXATION ................................................................................................................................................282
CERTAIN ERISA CONSIDERATIONS....................................................................................................295
SUBSCRIPTION AND SALE ....................................................................................................................297
TRANSFER RESTRICTIONS....................................................................................................................302
INDEPENDENT AUDITORS ....................................................................................................................309
LEGAL MATTERS ....................................................................................................................................310
GENERAL INFORMATION......................................................................................................................311
ANNEX A: DIFFERENCES BETWEEN BRAZILIAN GAAP AND IFRS..............................................313
INDEX TO FINANCIAL STATEMENTS ................................................................................................. F-1

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 respective 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 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 indirect holding company of the partnership interests of BTGI indirectly purchased by
unit holders in the initial public offering of the BTG Pactual Group in April 2012;
(viii)
"Issuer" are to Banco BTG Pactual S.A. without its consolidated subsidiaries, acting through its
principal office in Brazil or 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 company of the Motta family of
Panama, as well as equity securities in BTG Pactual Participations and BTGI, which, after giving
effect to the sale by certain members of the Consortium in (and following) the BTG Pactual

Group's initial public offering, collectively own approximately 9.40% of our outstanding
economic interests as of the date of this Offering Memorandum;
(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 2.31% 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 75.21% of the outstanding economic interests in the BTG Pactual Group
(which includes approximately 2.31% of outstanding economic interests in the BTG Pactual
Group that was purchased by the Participating Partners at the same time and on the same terms as
the members of the Consortium as well as the units purchased by BTG Pactual Holding in the
initial public offering of the BTG Pactual Group but excludes the ownership interests of the
former partners of Celfin and Bolsa y Renta), together with any individuals that in the future,
directly or indirectly, hold equity interests in the BTG Pactual Group, and who are employees (or
act in a similar capacity) of one or more entities within the BTG Pactual Group;
(xiii)
"Senior Management Team" are the following individuals: André Santos Esteves, Marcelo Kalim,
Roberto Balls Sallouti, Persio Arida, John Huw Gwili Jenkins, Antonio Carlos Canto Porto Filho,
Rogério Pessoa Cavalcanti de Albuquerque, Jonathan David Bisgaier, Emmanuel Rose Hermann,
Eduardo Henrique de Mello Motta Loyo, James Marcos de Oliveira, Guilherme da Costa Paes,
Renato Monteiro dos Santos, André Fernandes, 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.
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") and,
in particular, pursuant to the Rules applicable to the admission to trading of debt securities subscribed by a
limited number of investors who are particularly knowledgeable in investment matters. The Euro MTF
Market is not a "regulated market" in the sense of 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 (the "Prospectus Directive").
2

This Offering Memorandum has been prepared on the basis that all offers of the Notes will be
made pursuant to an exemption under the Prospectus Directive, in member states of the European
Economic Area (the "EEA") which have implemented the Prospectus Directive (each a "Relevant Member
State"), 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 Relevant Member
State or elsewhere of the Notes should only do so in circumstances in which no obligation arises for the
Issuer or the Dealers to produce 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 through any financial intermediary,
other than offers made by the Dealers 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 measures in the Relevant Member State
and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
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.
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 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 or incorporated by reference 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
3

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, 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 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.
4

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.
This Offering Memorandum is only being distributed to and is only directed at (i) persons who are
outside the United Kingdom or (ii) investment professionals 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) 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").
The Notes are only offered to, and no invitation, offer or agreement to subscribe, purchase or otherwise
acquire the Notes may be proposed or made other than with relevant persons. Any person who is not a
relevant person should not act or rely on this offering memorandum or any of its contents. 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."
This offering memorandum is not a prospectus which has been approved by the Financial Services
Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial
Services and Markets Act 2000, or the FSMA.
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$" are to Brazilian reais, the official
currency of Brazil since July 1, 1994, references to "Euro" and "" are to the lawful currency of the
member states of the European Union that adopt the single currency in accordance with the EC Treaty,
references to "Yen" are to the Japanese Yen, the official currency of Japan, references to "CI$" are to
Cayman Island dollars, the official currency of the Cayman Islands and references to "£," "Pounds" and
"Sterling" are to Pounds Sterling.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (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 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 the earlier of 30 days after the issue date of the relevant Tranche of
Notes and 60 days after the date of the allotment of the relevant Tranche of Notes.
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.
5

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), or 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 Getúlio Vargas Foundation (Fundação Getúlio
Vargas), or FGV, the Brazilian Association of Leasing Companies (Associação Brasileira de Empresas de
Leasing), or ABEL, 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 Dealers or placement agents makes any representation as to the accuracy of such data.
6

ENFORCEABILITY OF JUDGMENTS IN BRAZIL
Brazil
We are a corporation (sociedade anônima) incorporated under the laws of Brazil and most of our
board members and executive officers as well as most of their assets and those of such other persons, are
located outside the United States 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 or the United Kingdom
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 court or any New York state or
federal court sitting in New York City in respect of the Notes may be, subject to the requirements described
below, enforced in Brazil. A judgment against us or the persons described above obtained outside Brazil
would be enforceable in Brazil without reconsideration of the merits, upon confirmation of that judgment
by the Brazilian Superior Court of Justice (Superior Tribunal de Justiça), or STJ. Such confirmation would
occur if the foreign judgment:

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

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

is final and not subject to appeal;

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

is not contrary to Brazilian national sovereignty, public policy or public morality.
There can be no certainty that the confirmation will be obtained, that the process described above
will be conducted in a timely manner or that Brazilian courts will enforce a monetary judgment for
violation of the United States or English securities laws with respect to the Notes offered by this Offering
Memorandum.
Brazilian counsel have further advised us that original actions predicated on the securities laws of
countries other than Brazil may be brought in Brazilian courts and that, subject to applicable law, Brazilian
courts may enforce civil liabilities in such actions against us, our directors, executive officers and advisors
named in this Offering Memorandum.
A plaintiff (whether or not Brazilian) residing outside Brazil during the course of litigation in
Brazil must provide a bond to guarantee court costs and legal fees if the plaintiff owns no real property in
Brazil that could secure such payment. The bond must have a value sufficient to satisfy the payment of
court fees and defendant's attorney fees, as determined by a Brazilian judge. This requirement may not
apply to counterclaims enforcement, extrajudicial enforcement instruments or the enforcement of foreign
judgments that have been duly confirmed by the STJ.
7

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 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 reexamination 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.
8