Obbligazione BTG Pactual Banco S.A. 4.5% ( US05971AAE10 ) in USD

Emittente BTG Pactual Banco S.A.
Prezzo di mercato 100 USD  ▲ 
Paese  Brasile
Codice isin  US05971AAE10 ( in USD )
Tasso d'interesse 4.5% per anno ( pagato 2 volte l'anno)
Scadenza 10/01/2025 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione BANCO BTG PACTUAL S.A US05971AAE10 in USD 4.5%, scaduta


Importo minimo /
Importo totale /
Cusip 05971AAE1
Standard & Poor's ( S&P ) rating BB- ( Non-investment grade speculative )
Moody's rating Ba2 ( Non-investment grade speculative )
Descrizione dettagliata Banco BTG Pactual S.A. è una banca d'investimento brasiliana che offre servizi finanziari a clienti privati e istituzionali in America Latina e a livello globale.

The Obbligazione issued by BTG Pactual Banco S.A. ( Brazil ) , in USD, with the ISIN code US05971AAE10, pays a coupon of 4.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 10/01/2025

The Obbligazione issued by BTG Pactual Banco S.A. ( Brazil ) , in USD, with the ISIN code US05971AAE10, was rated Ba2 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Obbligazione issued by BTG Pactual Banco S.A. ( Brazil ) , in USD, with the ISIN code US05971AAE10, was rated BB- ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.







IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1)
QUALIFIED INSTITUTIONAL BUYERS ("QIBs") (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT, AS AMENDED (THE "SECURITIES ACT")) THAT ARE ALSO "QUALIFIED
PURCHASERS" ("QUALIFIED PURCHASERS") (AS DEFINED IN SECTION 2(A)51 OF THE
INVESTMENT COMPANY ACT, AS AMENDED (THE "INVESTMENT COMPANY ACT")) OR
(2) NON-U.S. PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT) OUTSIDE THE U.S. 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).
IMPORTANT: You must read the following before continuing. The following applies to
the offering memorandum dated as of December 3, 2019, as supplemented by the final terms following
this page (together, the "Offering Memorandum"), and you are advised to read this carefully before
reading, accessing or making any other use of the Offering Memorandum. In accessing the Offering
Memorandum, you agree to be bound by the following terms and conditions, including any
modifications to them any time you receive any information from us as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF
SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE
SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER
JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S.
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE LAWS OF OTHER JURISDICTIONS.
THIS OFFERING MEMORANDUM HAS BEEN PREPARED ON THE BASIS THAT ANY
OFFER OF NOTES IN ANY MEMBER STATE OF THE EEA (OTHER THAN IN LUXEMBOURG
AFTER THE NOTES HAVE BEEN ADMITTED TO LISTING) WILL ONLY BE MADE
PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS REGULATION FROM THE
REQUIREMENT TO PUBLISH OR SUPPLEMENT A PROSPECTUS FOR OFFERS OF NOTES.
THE EXPRESSION "PROSPECTUS REGULATION" MEANS REGULATION (EU) 2017/1129
(AS AMENDED OR SUPERSEDED). THE NOTES ARE NOT INTENDED TO BE OFFERED,
SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR
OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN
ECONOMIC AREA (THE "EEA"). FOR THESE PURPOSES, A "RETAIL INVESTOR" MEANS A
PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF
ARTICLE 4(1) OF DIRECTIVE 2014/65/EU AS AMENDED ("MIFID II"); OR (II) A CUSTOMER
WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97 (AS AMENDED, THE "INSURANCE
DISTRIBUTION DIRECTIVE"), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A
PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II.
CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU)
NO 1286/2014 (AS AMENDED, THE "PRIIPS REGULATION") FOR OFFERING OR SELLING
THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE
EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR
OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY
BE UNLAWFUL UNDER THE PRIIPS REGULATION.
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 NOTES MAY OTHERWISE
LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
DOCUMENT IS DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED
ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS.
THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR
DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY
MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF
THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY
WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE
APPLICABLE LAWS OF OTHER JURISDICTIONS.
Confirmation of your Representation: In order to be eligible to view this Offering
Memorandum or make an investment decision with respect to the securities, investors must be either
(1) QIBs that are also Qualified Purchasers or (2) non-U.S. persons (within the meaning of Regulation
S under the Securities Act) outside the U.S. This Offering Memorandum is being sent at your request
and by accepting the e-mail and accessing this Offering Memorandum, you shall be deemed to have
represented to us that (1) you and any customers you represent are either (a) QIBs that are also
Qualified Purchasers or (b) non-U.S. persons (within the meaning of Regulation S under the Securities
Act) and that the electronic mail address that you gave us and to which this Offering Memorandum has
been delivered is not located in the U.S., and (2) that you consent to delivery of such Offering
Memorandum by electronic transmission.
You are reminded that this Offering Memorandum has been delivered to you on the basis that
you are a person into whose possession this Offering Memorandum may be lawfully delivered in
accordance with the laws of the jurisdiction in which you are located and you may not, nor are you
authorized to, deliver this Offering Memorandum to any other person.
The materials relating to the offering do not constitute, and may not be used in connection
with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a
jurisdiction requires that the offering be made by a licensed broker or dealer and the initial purchasers
or any affiliate of the initial purchasers is a licensed broker or dealer in that jurisdiction, the offering
shall be deemed to be made by the initial purchasers or such affiliate on behalf of the issuer in such
jurisdiction.
This Offering Memorandum has been sent to you in an electronic form. You are reminded that
documents transmitted via this medium may be altered or changed during the process of electronic
transmission, and consequently neither the initial purchasers, nor any person who controls them nor
any of their directors, officers, employees nor any of their agents nor any affiliate of any such person
accept any liability or responsibility whatsoever in respect of any difference between this Offering
Memorandum distributed to you in electronic format and the hard copy version available to you on
request from the Managers.


Final Terms dated December 3, 2019
Banco BTG Pactual S.A.
a sociedade por ações incorporated in the Federative Republic of Brazil
(acting through its Cayman Islands Branch)
U.S.$5,000,000,000
Global Medium-Term Note Programme
Series No.: 10
$500,000,000 4.500% SENIOR NOTES DUE 2025
Issue price: 99.435%
Joint Lead Managers
Deutsche
UBS
BTG
Bradesco
Morgan
Citigroup
Bank
Itaú BBA
Investment
Pactual
BBI
Stanley
Securities
Bank


This document constitutes the Final Terms relating to the issue of Notes described herein.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth
in the Offering Memorandum dated December 3, 2019. These Final Terms must be read in
conjunction with such Offering Memorandum. The Offering Memorandum is available for viewing
at the registered office of the Issuer.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES. THE NOTES MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED 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 ("REGULATION S")) EXCEPT PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT. THESE FINAL TERMS HAVE
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 ("RULE 144A") TO PERSONS WHO ARE
BOTH "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A ("QIBS")),
AND "QUALIFIED PURCHASERS" (AS DEFINED IN SECTION 2(A)(51) OF THE
INVESTMENT COMPANY ACT ("QPS")) AND FOR LISTING OF THE NOTES ON THE
OFFICIAL LIST OF THE LUXEMBOURG STOCK EXCHANGE (FOR TRADING ON THE
EURO MTF MARKET). 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. FOR A
DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS AND
SALES OF THE NOTES AND DISTRIBUTION OF THESE FINAL TERMS AND THE
REMAINDER OF THE OFFERING MEMORANDUM, SEE "SUBSCRIPTION AND SALE"
AND "TRANSFER RESTRICTIONS" CONTAINED IN THE OFFERING MEMORANDUM.
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 OR ENDORSED THE MERITS
OF THE OFFERING OF NOTES OR THE ACCURACY OR THE ADEQUACY OF THESE
FINAL TERMS OR THE OFFERING MEMORANDUM. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
EUROPEAN ECONOMIC AREA / PROHIBITION OF SALES TO EEA RETAIL
INVESTORS -- THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR
OTHERWISE MADE AVAILABLE TO, AND SHOULD NOT BE OFFERED, SOLD OR
OTHERWISE MADE AVAILABLE TO, ANY RETAIL INVESTOR IN THE EUROPEAN
ECONOMIC AREA (THE "EEA"). FOR THESE PURPOSES, A RETAIL INVESTOR MEANS
A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT
(11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU ("MIFID II"); (II) A CUSTOMER WITHIN
THE MEANING OF DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT
QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1)
OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN THE PROSPECTUS
REGULATION (AS DEFINED BELOW). CONSEQUENTLY, NO KEY INFORMATION
DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (THE "PRIIPS
REGULATION") FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING
THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND
THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM
AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER
THE PRIIPS REGULATION. THE EXPRESSION "PROSPECTUS REGULATION" MEANS
REGULATION (EU) 2017/1129, AND INCLUDES ANY RELEVANT IMPLEMENTING
MEASURE IN THE MEMBER STATE CONCERNED.


SINGAPORE SFA PRODUCT CLASSIFICATION -- IN CONNECTION WITH SECTION
309B OF THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF SINGAPORE (THE "SFA")
AND THE SECURITIES AND FUTURES (CAPITAL MARKETS PRODUCTS) REGULATIONS 2018
OF SINGAPORE (THE "CMP REGULATIONS 2018"), UNLESS OTHERWISE SPECIFIED BEFORE
AN OFFER OF NOTES, THE ISSUER HAS DETERMINED, AND HEREBY NOTIFIES ALL
RELEVANT PERSONS (AS DEFINED IN SECTION 309A(1) OF THE SFA), THAT THE NOTES TO
BE ISSUED UNDER THE PROGRAMME ARE `PRESCRIBED CAPITAL MARKETS PRODUCTS' (AS
DEFINED IN THE CMP REGULATIONS 2018) AND EXCLUDED INVESTMENT PRODUCTS (AS
DEFINED IN MAS NOTICE SFA 04-N12: NOTICE ON THE SALE OF INVESTMENT PRODUCTS
AND MAS NOTICE FAAN16: NOTICE ON RECOMMENDATIONS ON INVESTMENT PRODUCTS).
1.
Issuer: ............................................................... Banco BTG Pactual S.A., acting through its
Cayman Islands Branch
2.
(i) Series Number: ......................................... 10
3.
(i) Specified Currency or Currencies
(Condition 1(d)): ...................................... United States Dollar ("U.S.$")
4.
Aggregate Nominal Amount: ........................... U.S.$500,000,000
Vehicles owned by some of the partners of
the BTG Pactual Group, acting in their
personal capacity, participated in the
bookbuilding process of this offering and
less than 10.0% of the notes in this offering
was allocated to one or more of such
vehicles
5.
(i) Issue Price: .............................................. 99.435% of the Aggregate Nominal
Amount
(ii) Gross Proceeds: .......................................
U.S.$497,175,000
6.
Specified Denominations (Condition 1(b)): .... U.S.$200,000 and integral multiples of
U.S.$1,000 in excess thereof
7.
(i) Issue Date (Condition 5(III)): .................. December 10, 2019
(ii) Interest Commencement Date: ................ December 10, 2019
8.
Maturity Date (Condition 6(a)): ...................... January 10, 2025
9.
Interest Basis (Condition 5): ........................... Fixed Rate (Condition 5(I))
10. Redemption/Payment Basis
(Condition 6(a)): ............................................. Redemption at par
11. Change of Interest or Redemption/ Payment
Basis:
........................................................ Not Applicable
12. Put/Call Options (Condition 6(e) and (f)): ...... Issuer call as specified in item 21 below
13. Status of the Notes (Condition 3): ................... Senior
14. Listing: ............................................................ Application has been made for the Notes to
be listed on the Official List of the
Luxembourg Stock Exchange and traded on
the Euro MTF market


15. Method of distribution: ................................... Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16. Fixed Rate Note Provisions
(Condition 5(I)):...............................................
Applicable
(i) Rate(s) of Interest: .................................... 4.500% per annum payable semi-annually
in arrear
(ii) Interest Payment Date(s): ......................... January 10 and July 10 in each year,
commencing on July 10, 2020, adopting the
Following Business Day Convention. For
the avoidance of doubt, Relevant Financial
Center and Business Center shall include
Sao Paulo, Brazil, and New York, United
Sates.
There will be a long first Interest Period
from and including December 10, 2019 to
but excluding July 10, 2020 (the "First
Interest Payment Date").
(iii) Fixed Coupon Amount(s): ........................ U.S.$22.50 per lowest Specified
Denomination
(iv) Broken Amount(s): ................................... U.S.$26.25 per lowest Specified
Denomination payable on the First Interest
Payment Date
(v) Day Count Fraction (Condition 5(III)): .... 30/360
(vi) Determination Date(s) (Condition 5(III)): Not Applicable
(vii) Other terms relating to the method of
calculating interest for Fixed Rate Notes: Not Applicable
17. Floating Rate Note Provisions (Condition
5(II)):
......................................................... Not Applicable
18. Zero Coupon Note Provisions
(Conditions 5(IV) and 6(d)): ............................ Not Applicable
19. Index Linked Interest Note Provisions: ............ Not Applicable
20. Dual Currency Note Provisions: ...................... Not Applicable
PROVISIONS RELATING TO REDEMPTION
21. Call Option (Condition 6(e)): ........................... Applicable
(i) Optional Redemption Date(s): .................. Any date from and including the Issue Date
to but excluding the Maturity Date
(ii) Optional Redemption Amounts(s) of
each Note and method, if any, of
calculation of such amount(s): ................. In respect of an Optional Redemption Date
that is prior to the Par Call Date (as defined
below), the Optional Redemption Amount
in respect of any Note shall be the greater
of (i) the aggregate nominal amount of such
Note and (ii) the sum of the present values


of each remaining scheduled payment of
principal and interest thereon that would be
due after the Optional Redemption Date as
if the Notes were redeemed on the Par Call
Date (exclusive of interest accrued to the
date of redemption) discounted to the date
of redemption on a semiannual basis
(assuming a Day Count Fraction of 30/360)
at the Treasury Rate plus 50 basis points.
In respect of an Optional Redemption Date
that is on or after the Par Call Date, the
Optional Redemption Amount in respect of
any Note shall be the aggregate nominal
amount of such Note.
"Par Call Date" means December 10, 2024
(the date that is one month prior to the
Maturity Date).
"Treasury Rate" means, with respect to any
Optional Redemption Date, the rate per
annum equal to the semiannual equivalent
yield to maturity or interpolated maturity
(on a day count basis) of the Comparable
Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to
the Comparable Treasury Price for such
Optional Redemption Date.
"Comparable Treasury Issue" means the
United States Treasury security or
securities selected by an Independent
Investment Banker as having an actual or
interpolated maturity that would be
utilized, at the time of selection and in
accordance with customary financial
practice, in pricing new issues of corporate
debt securities of a comparable maturity to
the Par Call Date.
"Independent Investment Banker" means
one of the Reference Treasury Dealers
appointed by the Issuer.
"Comparable Treasury Price" means, with
respect to any Optional Redemption Date
(i) the average of the Reference Treasury
Dealer Quotations for such redemption
date, after excluding the highest and lowest
such Reference Treasury Dealer Quotation
or (ii) if the Independent Investment
Banker obtains fewer than four such
Reference Treasury Dealer Quotations, the
average of all such quotations.
"Reference Treasury Dealer" means each


of Citigroup Global Markets Inc., Deutsche
Bank Securities Inc., Morgan Stanley &
Co. LLC and UBS Securities LLC or, in
each case, their affiliates, which are
primary United States government
securities dealers and two other leading
primary United States government
securities dealers in New York City
reasonably designated by the Issuer in
writing; provided, however, that if any of
the foregoing shall cease to be a primary
United States government securities dealer
in New York City (a "Primary Treasury
Dealer"), the Issuer will substitute therefor
another Primary Treasury Dealer.
"Reference Treasury Dealer Quotation"
means, with respect to each Reference
Treasury Dealer and any Optional
Redemption Date, the average, as
determined by the Independent Investment
Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in
each case as a percentage of its principal
amount) quoted in writing to the
Independent Investment Banker by such
Reference Treasury Dealer at 3:30 pm
(New York time) on the third business day
preceding such Optional Redemption Date.
(iii) Partial redemption: ...................................
Applicable

(a) Minimum nominal amount to be
redeemed: ................................................. Not Applicable

(b) Maximum nominal amount to be
redeemed:.................................................
Not Applicable
(iv) Notice period: ........................................... As specified in Condition 6(e)
22.
Put Option (Condition 6(f)):.............................
Not Applicable
23. Final Redemption Amount of each Note: ........ Outstanding nominal amount
(i) Alternative Payment Mechanism
(Condition 7(a) and (b)): ......................... Not applicable as Condition 7(b)(iii)
applies
(ii) Long Maturity Note (Condition 7(e)): ...... Not Applicable
24. Early Redemption Amount:
(i) Early Redemption Amount(s) of each
Note payable on redemption for taxation
reasons (Condition 6(c)) or on an Event
of Default (Condition 9) and/or the
method of calculating the same (if
required or if different from that set out
in the Conditions): .................................... Outstanding nominal amount
(ii) Original Withholding Level
(Condition 6(c)): ...................................... Zero


(iii) Unmatured Coupons to become void
(Condition 7(e)): ...................................... Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
25. Form of Notes: ................................................. Registered Notes
(i) DTC Global Notes, European Global
Notes or individual Definitive Registered
Notes: ....................................................... DTC Restricted Global Note and/or DTC
Unrestricted Global Note
26. Financial Center(s) (Condition 7(a)(iii)) or
other special provisions relating to payment
dates: ................................................................ Not Applicable
27. Talons for future Coupons to be attached to
definitive Bearer Notes (and dates on which
such Talons mature): ........................................ Not Applicable
28. Details relating to Partly Paid Notes: amount
of each payment comprising the Issue Price
and date on which each payment is to be made
and consequences (if any) of failure to pay,
including any right of the Issuer to forfeit the
Notes and interest due on late payment: .......... Not Applicable
29. Details relating to Installment Notes: ............... Not Applicable
30. Redenomination, renominalization and
reconventioning provisions:.............................
Not Applicable
31. Consolidation provisions (Condition 15): ........ Applicable, provided that any further issue
of Notes must be fungible with the Notes
for U.S. federal income tax purposes unless
such Notes are issued under a separate
CUSIP number.
32. Other terms or special conditions: .................... Not Applicable
DISTRIBUTION
33. (i) If syndicated, names of Managers: ........... BTG Pactual US Capital, LLC
Banco Bradesco BBI S.A.1
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
Itau BBA USA Securities, Inc.
Morgan Stanley & Co. LLC
UBS Securities LLC
(ii) Stabilizing Manager (if any): ................... Not Applicable
34. If non-syndicated, name of Dealer: .................. Not Applicable
35. Additional selling restrictions: ......................... Not Applicable
1 Bradesco Securities Inc. will act as agent of Banco Bradesco BBI S.A. for sales of the notes in the United
States of America. Banco Bradesco BBI S.A. is not a broker-dealer registered with the SEC, and therefore
may not make sales of any notes in the United States to U.S. persons. Banco Bradesco BBI S.A. and
Bradesco Securities Inc. are affiliates of Banco Bradesco S.A.


OPERATIONAL INFORMATION
36. (i) ISIN: ......................................................... Rule 144A: US05971AAE10
Regulation S: US05971BAE92
(ii) CUSIP: ..................................................... Rule 144A: 05971A AE1
Regulation S: 05971B AE9
(iii) CINS: ........................................................ Not Applicable
(iv) Other: ........................................................ Not Applicable
37. Common Code: ................................................ Rule 144A: 209167425
Regulation S: 209167450
38. Any clearing system(s) other than Euroclear,
Clearstream, Luxembourg and DTC and the
relevant identification number(s): .................... Not Applicable
39. Delivery:........................................................... Delivery against payment
40.
Principal Paying Agent: ...................................
Deutsche Bank AG, London Branch
41. Discharge and indemnity provision: ................ Not Applicable
42. Additional Agent(s) (if any): ............................ Deutsche Bank Luxembourg S.A., as
paying agent, European registrar and
transfer agent; Deutsche Bank Trust
Company Americas, as paying agent, U.S.
Registrar and transfer agent; and Deutsche
Bank AG, London Branch, as calculation
agent
RATING
The Notes are rated "Ba2" by Moody's Investors Services, Inc. and "BB-" by S&P Global
Ratings. A Note rating is not a recommendation to buy, sell or hold securities and may be subject
to revision or withdrawal at any time by the assigning rating agency without notice.
Moody's Investors Services, Inc. is not established in the European Union and is not
registered under Regulation (EC) No. 1060/2009 (as amended). Moody's Investors Services, Inc.
is therefore not included in the list of credit rating agencies published by the European Securities
and Markets Authority on its website in accordance with such Regulation.
S&P Global Ratings is not established in the European Union and is not registered under
Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). However, S&P Global
Ratings Europe Limited, which is established in the European Union and registered under the CRA
Regulation (and, as such is included in the list of credit rating agencies published by the European
Securities and Markets Authority on its website in accordance with such Regulation), has disclosed
the intention to endorse credit ratings of S&P Global Ratings.
LISTING APPLICATION
These Final Terms comprise the final terms required to list the issue of Notes described
herein pursuant to the U.S.$5,000,000,000 Global Medium Term Note Programme of Banco BTG
Pactual S.A.
RESPONSIBILITY