Obbligazione BTG Pactual Banco (Cayman) 3.3% ( XS2264186524 ) in USD

Emittente BTG Pactual Banco (Cayman)
Prezzo di mercato 100 USD  ⇌ 
Paese  Brasile
Codice isin  XS2264186524 ( in USD )
Tasso d'interesse 3.3% per anno ( pagato 2 volte l'anno)
Scadenza 30/11/2025 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Banco BTG Pactual (Cayman Branch) XS2264186524 in USD 3.3%, scaduta


Importo minimo 200 000 USD
Importo totale 50 000 000 USD
Descrizione dettagliata Banco BTG Pactual (Cayman Branch) è una filiale del gruppo brasiliano BTG Pactual, operante nel settore dei servizi finanziari internazionali con sede nelle Isole Cayman.

The Obbligazione issued by BTG Pactual Banco (Cayman) ( Brazil ) , in USD, with the ISIN code XS2264186524, pays a coupon of 3.3% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 30/11/2025







OFFERING MEMORANDUM





Banco BTG Pactual S.A.
a sociedade por ações incorporated in the Federative Republic of Brazil
(acting through its principal office in Brazil or through its Cayman Islands Branch)
US$5,000,000,000
Global Medium-Term Note Programme




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





Arranger and Dealer
BTG PACTUAL
The date of this Offering Memorandum is December 3, 2019.





TABLE OF CONTENTS
Page
Market Information.....................................................................................................................................................viii
Available Information ................................................................................................................................................... ix
Enforceability of Judgments .......................................................................................................................................... x
Forward-Looking Statements ...................................................................................................................................... xii
Presentation of Financial and Other Information ........................................................................................................ xiv
Summary........................................................................................................................................................................ 1
The Offering ................................................................................................................................................................ 12
Summary Financial and Operating Information .......................................................................................................... 17
The Issuer .................................................................................................................................................................... 21
Risk Factors ................................................................................................................................................................. 22
Capitalization ............................................................................................................................................................... 57
Use of Proceeds ........................................................................................................................................................... 58
Exchange Rates ........................................................................................................................................................... 59
Selected Financial and Operating Information ............................................................................................................ 60
Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................... 65
Business ..................................................................................................................................................................... 134
Management .............................................................................................................................................................. 169
Our Partnership .......................................................................................................................................................... 176
Principal Shareholders ............................................................................................................................................... 180
Related Party Transactions ........................................................................................................................................ 182
Regulatory Overview ................................................................................................................................................. 187
Terms and Conditions of the Notes ........................................................................................................................... 212
Form of the Final Terms ............................................................................................................................................ 238
Form of the Notes; Book Entry and Transfer ............................................................................................................ 250
Taxation ..................................................................................................................................................................... 257
Certain ERISA Considerations .................................................................................................................................. 269
Subscription and Sale ................................................................................................................................................ 271
Transfer Restrictions .................................................................................................................................................. 275
Independent Auditors ................................................................................................................................................ 282
Legal Matters ............................................................................................................................................................. 283
General Information .................................................................................................................................................. 284
Annex A: Principal Differences between Brazilian GAAP and IFRS ....................................................................... A-1
Index to Financial Statements .................................................................................................................................... F-1





In this Offering Memorandum, unless the context otherwise requires, references to:
(i)
"ANBIMA" are to Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais ­
ANBIMA;
(ii)
"B3 Exchange" are to B3 S.A. ­ Brasil, Bolsa, Balcão (formerly BM&FBOVESPA S.A. ­ Bolsa de
Valores, Mercadorias e Futuros);
(iii)
"Banco BTG Pactual," "we," "us," "our," or "ourselves" are to Banco BTG Pactual S.A., a corporation
(sociedade por ações) organized under the laws of Brazil, and its consolidated subsidiaries;
(iv)
"Brazil" are to the Federative Republic of Brazil;
(v)
"Brazilian government" are to the federal government of Brazil;
i


(vi)
"BSI" are to BSI SA, a Swiss stock corporation (Aktiengesellschaft), together with its consolidated
subsidiaries, which Banco BTG Pactual acquired in September 2015 and later sold to EFG in November
2016;
(vii)
"BTG Pactual Group" are to Banco BTG Pactual, PPLAI, PPLA Participations and their respective
subsidiaries, collectively;
(viii)
"BTG Pactual Holding" are to BTG Pactual Holding S.A., a corporation (sociedade por ações), organized
under the laws of Brazil, which (A) directly and indirectly, through BTG Pactual Holding Financeira, owns
a majority of Banco BTG Pactual's common shares issued and outstanding and directly and indirectly owns
all of Banco BTG Pactual's capital stock that is part of its Partnership Equity, (B) is owned by the Partners
and (C) is controlled by the Controlling Partners through G7 Holding;
(ix)
"BTG Pactual Holding Financeira" are to BTG Pactual Holding Financeira Ltda., a limited liability
company (sociedade empresarial de responsabilidade limitada), organized under the laws of Brazil which,
pursuant to our corporate reorganization on October 26, 2018 (A) directly owns the majority of Banco BTG
Pactual's common shares issued and outstanding, and (B) all of Banco BTG Pactual's class B preferred
shares issued and outstanding, and (C) is controlled by BTG Pactual Holding, which directly holds 99.9%
of its share capital;
(x)
"Cayman Islands Branch" are to Banco BTG Pactual, acting through its Cayman Islands branch, which is
duly licensed and qualified to do business as a branch of a foreign bank in accordance with the laws of the
Cayman Islands, having its registered office at PO Box 1353, Harbour Place, 5th Floor, 103 South Church
Street, Grand Cayman KY1-1108, Cayman Islands;
(xi)
"Central Bank" are to the Central Bank of Brazil (Banco Central do Brasil);
(xii)
"Controlling Partners" are to the Partners who effectively control Banco BTG Pactual. As of September 30,
2019, the Controlling Partners were Marcelo Kalim, Roberto Balls Sallouti, Antonio Carlos Canto Porto
Filho, Renato Monteiro dos Santos and Guilherme da Costa Paes, without giving effect to Marcelo Kalim's
December 2018 announcement to transfer his shares of G7 Holding to BTG Pactual Holding pursuant to
which, following receipt of the requisite regulatory approvals to effect such transfer, Marcelo Kalim will
cease to be a Controlling Partner. The relevant approval processes with the Central Bank and Banco BTG
Pactual's other applicable regulators remain ongoing;
(xiii)
"EFG" are to EFG International AG, a global private banking and asset management firm headquartered in
Zurich, Switzerland, that acquired BSI from the BTG Pactual Group in November 2016 and in which, as of
September 30, 2019, Banco BTG Pactual holds a 29.39% interest (such interest comprising investments in
shares and investments through other instruments). Banco BTG Pactual entered into a memorandum of
understanding with BTG Pactual Holding to transfer approximately 25.0% of the interest in EFG, certain
liabilities of Banco BTG Pactual and certain existing and potential future rights and obligations relating to
EFG, to BTG Pactual Holding. As of the date of this Offering Memorandum, the proposed transfer of the
majority of such equity stake to BTG Pactual Holding is pending regulatory approvals. While such
transaction remains pending, the economic rights associated with the majority of Banco BTG Pactual's
stake in such entity were transferred to BTG Pactual Holding on September 30, 2019. For further
information, see "Related Party Transactions--Proposed Partial Transfer of Banco BTG Pactual's Stake in
EFG to BTG Pactual Holding" and "--Issuance of Equity-Linked Note to BTG Pactual Holding Relating
the Economic Rights Associated with Part of Banco BTG Pactual's Interest in EFG;"
(xiv)
"Engelhart CTP" are to Engelhart Commodities Trading Partners, a Luxembourg-based commodities
platform that (i) as of October 2016, operates separately from Banco BTG Pactual following the spin-off of
Banco BTG Pactual's commodities business and (ii) as of October 2016 through September 29, 2019, in
which Banco BTG Pactual retained an indirect interest prior to the sale of Neoport on September 30, 2019
to BTG Pactual Holding pursuant to which Banco BTG Pactual currently holds no stake in this entity;
ii


(xv)
"G7 Holding" are to BTG Pactual G7 Holding S.A., the entity through which the Controlling Partners
exercise control over Banco BTG Pactual via its ownership of the majority of the voting shares of BTG
Pactual Holding;
(xvi)
"IPO units" are to the units listed on the B3 Exchange representing (A) one common share and two
preferred shares of our capital stock and (B) one voting share and two non-voting shares of PPLA
Participations in the form of Brazilian depositary receipts that were offered in the BTG Pactual Group's
initial public offering, together with certain other global depositary units previously listed on the NYSE
Euronext Amsterdam which no longer exist as of the date of this Offering Memorandum;
(xvii) "Issuer" are to Banco BTG Pactual S.A. without its consolidated subsidiaries, acting through: (i) its
principal office in Brazil or (ii) its Cayman Islands Branch, it being understood, however, that business
related information shall include Banco BTG Pactual, including its consolidated subsidiaries unless
otherwise specified in this Offering Memorandum;
(xviii) "Merchant Banking Partnership" are to BTG MB Investments L.P., an exempted limited partnership
established under the laws of Bermuda, which is owned by the Partners and which directly owns Partners
Alpha;
(xix)
"Neoport" are to Neoport Participações S.A., the entity through which Banco BTG Pactual held a stake in
Engelhart CTP, among other assets and liabilities more fully described under "Related Party Transactions,"
and which was transferred from Banco BTG Pactual to BTG Pactual Holding on September 30, 2019;
(xx)
"Participating Partners" are to the Partners that hold Banco BTG Pactual common and preferred shares (A)
through units acquired via open market purchases and (B) as a result of acquiring such shares at the same
time, on the same terms and as part of the same transaction, as a consortium of international investors in
2010;
(xxi)
"Partners" are to the individuals who, collectively (together with their family members, trusts or other
entities established for their benefit or the benefit of their family members) directly or indirectly hold our
common and preferred shares. See "Principal Shareholders;"
(xxii) "Partners Alpha" are to Partners Alpha Investments LLC, a limited liability company organized under the
laws of Delaware, which was a wholly-owned indirect subsidiary of PPLA until March 31, 2010;
(xxiii) "Partnership Equity" are to our equity awarded to, and held by, the Partners in their capacity as Partners
and managers of the BTG Pactual Group and, therefore, which is subject to the restrictions on transfer
applicable to our partnership structure, as distinguished from equity held by the Partners acquired at the
same time and on the same terms as the consortium of international investors in December 2010 or
otherwise acquired on the open market. See "Principal Shareholders;"
(xxiv) "PPLA GP" are to PPLA GP Management Ltd, an exempted company incorporated under the laws of
Bermuda and the holder of one Class C voting common share of the share capital of PPLA Participations,
which (A) has no economic rights and (B) is currently held indirectly by the Controlling Partners, pursuant
to which the Controlling Partners indirectly control PPLA Participations;
(xxv) "PPLA Participations" are to PPLA Pactual Participations Ltd, a limited liability exempted company
incorporated under the laws of Bermuda, which (A) is the general partner of PPLAI and (B) is the indirect
holding company of the partnership interests of PPLAI indirectly purchased by holders of IPO units in the
initial public offering of the BTG Pactual Group in April 2012 and which was known as BTG Pactual
Participations Ltd. prior to September 6, 2017;
(xxvi) "PPLAI" are to PPLA Investments L.P., an exempted limited partnership established under the laws of
Bermuda, and its consolidated subsidiaries, which was known as BTG Investments L.P., prior to September
6, 2017;
iii


(xxvii) "Senior Management Team" are to the following individuals: Roberto Balls Sallouti, John Huw Gwili
Jenkins, Antonio Carlos Canto Porto Filho, Rogério Pessoa Cavalcanti de Albuquerque, Eduardo Henrique
de Mello Motta Loyo, Guilherme da Costa Paes, Renato Monteiro dos Santos, André Fernandes Lopes Dias,
João Marcello Dantas Leite; and
(xxviii) "units" are to units listed on the B3 Exchange and trade on the Level 2 (Nível 2) segment thereof
representing one common share and two class A preferred shares of Banco BTG Pactual's capital stock.
This Offering Memorandum constitutes a "base 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 in accordance
with the rules and regulations of the Luxembourg Stock Exchange (the "Rules"). The Euro MTF is not a "regulated
market" pursuant to Article 44 of MiFID II. The Euro MTF falls within the scope of Regulation (EC) 596/2014 on
market abuse and the related Directive 2014/57/EU on criminal sanctions for market abuse. This Offering
Memorandum therefore does not comprise a base prospectus for the purposes of Article 8 of the Prospectus
Regulation. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129, and includes any relevant
implementing measure in the Member State concerned.
This Offering Memorandum has been prepared on the basis that all offers of the Notes will be made, in
member states of the EEA (each, a "Member State") pursuant to an exemption under the Prospectus Regulation from
the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or intending to
make any offer in a Member State of the Notes which are the subject of the offering contemplated in this Offering
Memorandum may only do so to legal entities which are qualified investors as defined in the Prospectus Regulation,
provided that no such offer of the Notes shall require the Issuer or any of the Dealers to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the
Prospectus Regulation, in each case, in relation to such offer. Neither the Issuer nor the Dealers have authorized,
nor do they authorize, the making of any offer of the Notes, to any legal entity which is not a qualified investor as
defined in the Prospectus Regulation, provided that no such offer of the Notes shall require the Issuer or any Dealer
to publish a prospectus or supplement a prospectus pursuant to the Prospectus Regulation 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 Regulation" means Regulation (EU)
2017/1129.
IMPORTANT -- 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 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 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. 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.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ONLY TARGET MARKET -- The Final Terms in respect of any Notes may include a
legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the
Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the target market assessment) and determining appropriate distribution
channels. A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor
the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product
Governance Rules
iv


IMPORTANT NOTICE FOR INVESTORS IN THE UNITED KINGDOM -- This Offering
Memorandum is for distribution only to persons who (i) are outside the United Kingdom, (ii) 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"), (iii) are persons falling
within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial
Promotion Order, 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 (the "FSMA")) in connection with the
issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (all such persons
together being referred to as "relevant persons"). This Offering Memorandum 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 Offering Memorandum relates is available only to relevant persons and will be engaged in
only with relevant persons.
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).
You should rely only on the information contained in this Offering Memorandum. The Issuer accepts
responsibility for the information contained in this Offering Memorandum and confirms that, to the best of its
knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in
this Offering Memorandum is in accordance with the facts and contains no omission likely to affect its import.
Having made all reasonable inquiries, the Issuer confirms that (i) this Offering Memorandum contains all
information with respect to the Issuer and its subsidiaries taken as a whole, the Programme and the Notes to be
issued thereunder which is material in the context of the issue and offering of the Notes, (ii) such information
contained in this Offering Memorandum is true and accurate in all material respects and is not misleading, (iii) the
opinions and intentions expressed in this Offering Memorandum are honestly held and have been reached after
considering all relevant circumstances and are based on reasonable assumptions, and (iv) there are no other facts the
omission of which would, in the context of the offering and issue of the Notes hereunder, make any statement in this
Offering Memorandum as a whole misleading in any material respect. The Issuer accepts responsibility accordingly.
NO PERSON OTHER THAN BANCO BTG PACTUAL IS AUTHORIZED TO PROVIDE INFORMATION
ABOUT THE ISSUER OR THIS PROGRAMME OTHER THAN THAT CONTAINED IN THIS
OFFERING MEMORANDUM AND THE DOCUMENTS OTHERWISE REFERRED TO HEREIN AND
WHICH ARE MADE AVAILABLE FOR INSPECTION BY THE PUBLIC AS DESCRIBED IN
"GENERAL INFORMATION."
Neither this Offering Memorandum nor any other information supplied in connection with the Programme
or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation by the Issuer or any of the Dealers that any recipient of this Offering Memorandum or any other
information supplied in connection with the Programme or any Notes should subscribe for or purchase any Notes.
Each investor contemplating subscribing for or purchasing any Notes should make its own independent investigation
of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. This Offering
Memorandum does not constitute an offer of, or an invitation by or on behalf of the Issuer, any of the Dealers or the
Trustee (as defined herein) to subscribe or purchase, any of the Notes. The distribution of this Offering
Memorandum and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose
possession this Offering Memorandum comes are required by the Issuer, the Dealers and the Trustee to inform
themselves about and to observe any such restrictions. The Issuer and the Dealers do not represent that this Offering
Memorandum may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any
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
v


offering material may be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations. For a description of certain further restrictions on offers and
sales of Notes and distribution of this Offering Memorandum, see "Subscription and Sale."
The Trustee has not independently verified the information contained herein. Accordingly, the Trustee
accepts no liability in relation to the information contained in this Offering Memorandum or any other information
provided by the Issuer in connection with the Programme. In addition, no representation, warranty or undertaking,
express or implied, is made by the Dealer or the Trustee as to the accuracy or completeness of the information
contained or incorporated in this Offering Memorandum or any other information provided by the Issuer in
connection with the Programme, and nothing contained herein is or shall be relied upon as a promise or
representation by the Dealer or the Trustee, whether as to the past or to the future.
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES
AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES
OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON THE ACCURACY OR THE ADEQUACY OF THIS OFFERING
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND THE NOTES MAY INCLUDE BEARER NOTES
THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS,
THE NOTES MAY NOT BE OFFERED OR SOLD OR, IN THE CASE OF BEARER NOTES,
DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT, OR REGULATION S).
THIS OFFERING MEMORANDUM HAS BEEN PREPARED BY THE ISSUER FOR USE IN
CONNECTION WITH THE OFFER AND SALE OF THE NOTES OUTSIDE THE UNITED STATES TO
NON-U.S. PERSONS IN RELIANCE ON REGULATION S AND WITHIN THE UNITED STATES IN
RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, AS AMENDED, OR RULE 144A, TO
PERSONS WHO ARE "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A), OR
QIBS, THAT ARE ALSO "QUALIFIED PURCHASERS" (AS DEFINED IN SECTION 2(A)(51) OF THE
INVESTMENT COMPANY ACT), OR QPS, AND FOR LISTING OF THE NOTES ON THE OFFICIAL
LIST OF THE LUXEMBOURG STOCK EXCHANGE (FOR TRADING ON THE EURO MTF MARKET
OF THE LUXEMBOURG STOCK EXCHANGE). PROSPECTIVE PURCHASERS ARE HEREBY
NOTIFIED THAT SELLERS OF THE NOTES MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A AND THE
EXEMPTION FROM THE PROVISIONS OF THE INVESTMENT COMPANY ACT PROVIDED BY
SECTION 3(C)(7) OF THE INVESTMENT COMPANY ACT, OR 3(C)(7). FOR A DESCRIPTION OF
THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS AND SALES OF THE NOTES AND
DISTRIBUTION OF THIS OFFERING MEMORANDUM, SEE "SUBSCRIPTION AND SALE" AND
"TRANSFER RESTRICTIONS."
THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED WITH THE BRAZILIAN
SECURITIES COMMISSION (COMISSÃO DE VALORES MOBILIÁRIOS), OR CVM. ANY PUBLIC
OFFERING OR DISTRIBUTION, AS DEFINED UNDER BRAZILIAN LAWS AND REGULATIONS, OF
THE NOTES IN BRAZIL IS NOT LEGAL WITHOUT PRIOR REGISTRATION UNDER BRAZILIAN
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.
vi


The terms and conditions relating to this Offering Memorandum have not been approved by and will not be
submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur
Financier) (the "CSSF") for purposes of public offering or sale in the Grand Duchy of Luxembourg. Accordingly,
the Notes may not be offered or sold to the public in Luxembourg, directly or indirectly, and neither this Offering
Memorandum nor any other circular, prospectus, form of application, advertisement or other material related to such
offer may be distributed, or otherwise be made available in or from, or published in, Luxembourg except in
circumstances where the offer benefits from an exemption to or constitutes a transaction otherwise not subject to the
requirement to publish a prospectus for the purpose of the Prospectus Regulation and the Luxembourg law of July
16, 2019, on prospectuses for securities (the "Prospectus Law").
This Offering Memorandum is for distribution only to persons who (i) are outside the United Kingdom or
(ii) have professional experience in matters relating to investment falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order") or (iii) are persons
falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order 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 (all such persons together being referred to as "relevant persons"). This
Offering Memorandum 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 Offering Memorandum relates is available
only to relevant persons and will be engaged in only with relevant persons. For a description of certain restrictions
on offers and sales of Notes and the distribution of this Offering Memorandum in the United Kingdom, see
"Subscription and Sale."
In connection with the offering of any Tranche of Notes, the Dealer or Dealers (if any) named as
Stabilizing Manager(s) (the "Stabilizing Manager(s)") in the applicable Final Terms (or persons acting on behalf of
any Stabilizing Manager(s)) may over-allot Notes or effect transactions with a view to supporting the market price
of the Notes during the stabilization period at a level higher than that which might otherwise prevail. However,
stabilization action may not necessarily occur. Any stabilization action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be
ended at any time, but it must end no later than 30 days after the date on which the Issuer received the proceeds of
the issue, or no later than 60 days after the date of allotment of the relevant Tranche of Notes, whichever is earlier.
Any stabilization action or over-allotment must be conducted by the Stabilizing Manager(s) (or persons acting on
behalf of the Stabilizing Manager(s)) in accordance with all applicable laws and rules and will be undertaken at the
offices of the Stabilizing Manager(s) (or persons acting on their behalf) and, where the relevant tranche of Notes are
listed on an EU trading venue, on the trading venue.
For the purposes of the Luxembourg Stock Exchange (Euro MTF market), this Offering Memorandum
shall constitute a Base Prospectus under the Prospectus Law. 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.
References herein to "US$," "U.S.$," "U.S. dollars" or "dollars" are to United States dollars, references to
"Brazilian real," "Brazilian reais," "real," "reais" or "R$" are to Brazilian reais, references to "Euro" and "" are to
the lawful currency of the member states of the European Union that adopt the single currency in accordance with
the EC Treaty, references to "Yen" are to the Japanese Yen, the official currency of Japan, references to "CI$" are to
Cayman Islands dollars, the official currency of the Cayman Islands and references to "CHF" are to Swiss Francs,
the official currency of Switzerland.


vii


MARKET INFORMATION
The information (including statistical information) contained in this Offering Memorandum relating to
Brazil and the Brazilian economy is based on information published by the Central Bank of Brazil (Banco Central
do Brasil) (the "Central Bank"), other public entities and independent sources, including the National Association of
Capital Markets Participants (Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais)
("ANBIMA"), the Brazilian Federation of Banks (Federação Brasileira de Bancos) ("FEBRABAN"), the Brazilian
Geography and Statistics Institute (Instituto Brasileiro de Geografia e Estatística) ("IBGE"), the Getúlio Vargas
Foundation (Fundação Getúlio Vargas) ("FGV"), the Brazilian Association of Leasing Companies (Associação
Brasileira de Empresas de Leasing), the National Economic and Social Development Bank (Banco Nacional de
Desenvolvimento Econômico e SocialBNDES) ("BNDES"), the National Monetary Council (Conselho Monetário
Nacional) ("CMN"), the Superintendency of Private Insurance (Superintendência de Seguros Privados) ("SUSEP"),
and the B3, among others. Other information contained in this Offering Memorandum is based on information from
Thomson Financial ("Thomson"), Institutional Investor, Dealogic Analytics ("Dealogic"), The Banker, Euromoney,
Futures Industry Association, Latin America Venture Capital Association, World Wealth Report and Emerging
Markets Private Equity Association ("EMPEA"). Although we do not have any reason to believe any of this
information is inaccurate in any material respect, we have not independently verified any such information, and
neither we nor any of the Dealers make any representation as to the accuracy of such data.


viii


AVAILABLE INFORMATION
For so long as any of the Notes are "restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, we will, during any period in which we are neither subject to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to
Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such restricted securities or to any
prospective purchaser of such restricted securities designated by such holder or beneficial owner upon the request of
such holder, beneficial owner or prospective purchaser, the information required to be delivered to such person
pursuant to Rule 144A(d)(4) under the Securities Act. As long as we are entitled to the exemption under Rule 12g3-
2(b) under the Exchange Act, we will not be required to deliver information that would otherwise be required to be
delivered under Rule 144A(d)(4).


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Document Outline