Obligation Votorantim Banco S.A. 4% ( US05967CAD56 ) en USD

Votorantim Banco S.A.

100 % ▲

Bresil

US05967CAD56 ( en USD )

4% par an ( paiement semestriel )

23/09/2022 - Obligation échue

Prospectus brochure de l'obligation Banco Votorantim S.A US05967CAD56 en USD 4%, échue

200 000 USD

400 000 000 USD

05967CAD5

Banco Votorantim S.A. est une banque brésilienne appartenant au groupe Votorantim, spécialisée dans les services financiers aux entreprises et aux particuliers, avec une offre incluant des solutions de crédit, de gestion de trésorerie et d'investissement.

Le marché financier a récemment clôturé le chapitre d'une émission obligataire notable de Banco Votorantim S.A., une institution financière brésilienne majeure, filiale du conglomérat diversifié Votorantim S.A., reconnu comme l'un des plus grands groupes industriels et financiers du Brésil. Cette obligation, identifiée par le code ISIN US05967CAD56 et le code CUSIP 05967CAD5, était un titre de dette libellé en dollars américains (USD), émis depuis le Brésil. Avec un taux d'intérêt annuel de 4% et une fréquence de paiement semi-annuelle, elle représentait une taille totale d'émission de 400 000 000 USD, proposée avec une taille minimale d'achat de 200 000 USD, s'adressant principalement aux investisseurs institutionnels. Conformément à ses termes d'origine, cette obligation est arrivée à maturité le 23 septembre 2022 et a été intégralement remboursée à un prix de 100% de sa valeur nominale, confirmant son statut d'instrument de dette parvenu à terme et honoré.

FINAL TERMS
(IN CONNECTION WITH THE BASE LISTING PARTICULARS DATED AUGUST 29, 2019)
Banco Votorantim S.A.
a company incorporated under the laws of the Federative Republic of Brazil (acting through
its principal office)
U.S.$5,000,000,000
Global Medium Term Note Program
Series No: 134
U.S.$400,000,000 4.000% Senior Notes Due 2022
Issue price: 100.000%
Dealers
SMBC Nikko
BB Securities
Bradesco BBI
Itaú BBA
J.P. Morgan
The date of these Final Terms is September 24, 2019

Final Terms dated September 24, 2019
BANCO VOTORANTIM S.A.
(acting through its principal office in São Paulo)
U.S.$5,000,000,000 Global Medium Term Note Program
Series No: 134
U.S.$400,000,000 4.000% Senior Notes Due 2022
Issue price: 100.000%
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 European Economic Area ("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 (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 (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 -
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect
of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the manufacturer 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 manufacturer target market assessment) and
determining appropriate distribution channels.
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).
BB Securities
Bradesco BBI
Itaú BBA
J.P. Morgan
SMBC Nikko
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 Base Listing Particulars
dated August 29, 2019. All references to Final Terms should also be read as references to a final terms. These
Final Terms must be read in conjunction with such Base Listing Particulars. The Base Listing Particulars are
available for viewing at our headquarters at Avenida das Nações Unidas, 14171, Torre A, 18th Floor, 04794-000,
São Paulo, SP, Brazil.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SUBJECT TO CERTAIN EXCEPTIONS,
THE NOTES MAY NOT BE OFFERED, SOLD OR 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 ("REGULATION S")). 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 TO "QUALIFIED INSTITUTIONAL BUYERS" IN
RELIANCE ON RULE 144A UNDER THE SECURITIES ACT ("RULE 144A) AND FOR LISTING OF
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THE NOTES ON THE GLOBAL EXCHANGE MARKET OF EURONEXT DUBLIN. 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. 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 BASE LISTING PARTICULARS, SEE "PLAN OF
DISTRIBUTION" AND "NOTICE TO INVESTORS" CONTAINED IN THE BASE LISTING
PARTICULARS.
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 BASE LISTING
PARTICULARS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN
THE UNITED STATES.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
1.
Issuer:
Banco Votorantim S.A., acting
through its principal office in São
Paulo
2.
Series Number:
134
3.
Specified Currency or Currencies:
United States Dollars (U.S.$)
4.
Aggregate Nominal Amount:
U.S.$400,000,000
5.
(i) Issue Price:
100.000 per cent. of the Aggregate
Nominal Amount
(ii) Net proceeds:
U.S.$398,000,000
6.
Specified Denominations:
U.S.$200,000 and integral
multiples of U.S.$1,000 in excess
thereof
7.
(i) Issue Date:
September 24, 2019
(ii) Interest Commencement Date
N/A
(if different from the Issue Date):
8.
Maturity Date:
September 24, 2022
9.
Interest Basis:
Fixed Rate (Condition 8) (further
particulars specified below)
10.
Redemption/Payment Basis
See "Provisions Relating to
(Condition 11):
Redemption"

11.
Change of Interest or Redemption/ Payment
Not Applicable
Basis:
12.
Put/Call Options:
See "Provisions Relating to
Redemption"
13.
Status of the Notes:
Senior
14.
Listing:
Euronext Dublin (Global Exchange
Market)
15.
Method of distribution:
Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
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16.
Fixed Rate Note Provisions
Applicable
(Condition 8):
(i)
Rate of Interest:
4.000 per cent. per annum payable
semi-annually in arrear
(ii)
Interest Payment Date(s):
March 24 and September 24 in each
year, commencing on March 24,
2020 up to and including the
Maturity Date
(iii) Fixed Coupon Amount:
U.S.$20.00 per U.S.$1,000
(iv)
Day Count Fraction:
30/360
(v)
Broken Amount(s):
Not Applicable
(vi)
Interest Determination Date(s):
Not Applicable
(vii) Other terms relating to the method of
Not Applicable
calculating interest for Fixed Rate
Notes:
17.
Floating Rate Note Provisions
Not Applicable

(Condition 9):
18.
Zero Coupon Note Provisions
Not Applicable

(Condition 10(b)):
19.
Index-Linked Interest Note Provisions
Not Applicable

Condition 9):
20.
Dual Currency Note Provisions
Not Applicable

(Condition 10(a)):
PROVISIONS RELATING TO REDEMPTION
21.
Call Option (Condition 11(c)):
Applicable
(i)
Optional Redemption Date(s) (Call):
Any date from and including the Issue
Date to but excluding the Maturity
Date
(ii)
Optional Redemption Amount(s)
The Notes may be redeemed in whole
(Call) and method, if any, of
or in part at any time, at the Issuer's
calculation of such amount(s):
option, at a "make whole" redemption
price, calculated by the Independent
Investment Banker, equal to the
greater of:
(i) 100% of the principal amount of
the Notes to be redeemed; and
(ii) the sum of the present value of the
remaining scheduled payments of
principal and interest on the Notes
from the Optional Redemption Date
to
the
Stated
Maturity
Date
discounted, in each case, to the
Optional Redemption Date on a semi-
annual basis (assuming a 360-day
year consisting of twelve 30-day
months) at the Treasury Rate plus 35
basis points; plus any interest accrued
but not paid and additional amounts,
if any, to, but excluding, the date of
redemption.
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"Independent Investment Banker"
means one of the Reference Treasury
Dealers appointed by the Issuer.
"Optional Redemption Date" means
an optional date of redemption of the
Notes pursuant to Condition 11 of the
Conditions and pursuant to the Trust
Deed.
"Stated Maturity Date" means with
respect to the Notes, the date
specified as the fixed date on which
the final installment of principal of
the Notes is due and payable.
"Treasury Rate" means, with respect
to any Optional Redemption Date
for the Notes, the rate per annum
equal to the semi-annual equivalent
yield to maturity or interpolated
yield to maturity of the comparable
treasury issue, as determined by a
Reference Treasury Dealer appointed
by the Issuer, of the Comparable
Treasury Issue, calculated using a
price for the Comparable Treasury
Issue (expressed as a percentage of
its principal amount) equal to the
Comparable Treasury Price for that
Optional Redemption Date. The
Treasury Rate will be calculated on
and as of the third business day
preceding the Optional Redemption
Date.
"Reference Treasury Dealer" means
at least three primary U.S.
government securities dealers in New
York City, New York designated by
the Issuer not later than the fifth
business day preceding such
redemption date.
(iii) If redeemable in part:
(a) Minimum Redemption Amount:
Not Applicable
(b) Maximum Redemption Amount:
Not Applicable
(iv)
Notice period (if other than as set out
As specified in the Conditions.
in the Conditions):
22.
Put Option (Condition 11(e)):
Not Applicable
23.
Final Redemption Amount:
Outstanding nominal amount
24.
Early Redemption Amount (Tax):
Outstanding nominal amount
25.
(i)
Early Termination Amount:
Outstanding nominal amount
(ii)
Unmatured Coupons to become void:
Not applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
26.
Form of Notes:
Registered Notes

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Rule 144A Restricted Global Note
and/or a Regulation S Unrestricted
Global Note available on the Issue
Date
27.
Additional Financial Centre(s) or other
Not Applicable
special provisions relating to Payment
Dates:
28.
Talons for future Coupons to be attached to
No
definitive Bearer Notes (and dates on which
such Talons mature:
29.
Details relating to Partly Paid Notes:
Not Applicable
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:
30.
Details relating to Installment Notes:
Not Applicable
31.
Redenomination, renominalization and
Not Applicable
reconventioning provisions:
32.
Foreign Currency Constraint:
Not Applicable
33.
Consolidation provisions:
Not Applicable
34.
Other terms or special conditions:
Not Applicable
DISTRIBUTION
35.
(i)
If syndicated, names of Managers:
BB Securities Limited
Banco Bradesco BBI S.A.
Itau BBA Securities, Inc.
J.P. Morgan Securities LLC
SMBC Nikko Securities America,
Inc.
Certain affiliates of the Dealers may
purchase Notes in this offering not to
exceed 20% of the Aggregate
Nominal Amount.
BB Securities Limited is not a
broker-dealer registered with the
SEC, and therefore may not make
sales of any notes in the United
States or to U.S. persons except in
compliance with applicable U.S. laws
and regulations. To the extent that
BB Securities Ltd. intends to effect
sales of the notes in the United
States, it will do so only through
Banco do Brasil Securities LLC or
one or more U.S. registered broker
dealers, or otherwise as permitted by
applicable U.S. law. BB Securities
Asia Pte. Ltd. may be involved in the
sales of the notes in Asia.
Bradesco Securities Inc. will act as
agent of Banco Bradesco BBI S.A.
for sales of the notes in the United
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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.
(ii)
Stabilizing Manager (if any):
Not Applicable
36.
If non-syndicated, name of Dealer:
Not Applicable
37.
Additional selling restrictions:
Not Applicable
OPERATIONAL INFORMATION
38.
(i)
ISIN Code:
144A: US05967CAD56
Reg S: XS2055651082
(ii)
CUSIP:
144A: 05967CAD5
(iii) Common Code:
144A: 205658033
Reg S: 205565108
39.
Any clearing system(s) other than DTC,
Not Applicable; Rule 144A Notes to
Euroclear and Clearstream, Luxembourg and
settle through DTC, Reg S Notes to
the relevant identification number(s):
settle through Euroclear and
Clearstream, Luxembourg
40.
Delivery:
Delivery free of payment
41.
Additional Agent(s) (if any):
Not Applicable
RECENT DEVELOPMENTS
As announced to the market on September 12, 2019, Elcio Jorge dos Santos is transitioning the role of Chief
Executive Officer after a successful contribution to the Bank during the past eight years. Following this planned
and structured transition, Mr. Gabriel Ferreira, our executive officer in charge of corporate strategy, retail,
marketing and innovation in recent years, has assumed the position of Chief Executive Officer with immediate
effect. Mr. Ferreira has more than 20 years of experience in the development and management of innovative
solutions in financial services and has been instrumental in the successful repositioning of the Bank. We do not
expect any changes in our strategy as a result of Mr. Santos' departure and are in the process of reallocating the
prior responsibilities of Mr Ferreira.
At a meeting of our Board of Directors held today, Mrs. Ana Paula Antunes Tarcia, current Superintendent in
charge of our Human Resources department was elected for the position of officer, Mr. Eduardo Teles de
Oliveira, current Superintendent in charge of our Internal Audit was elected for the position of officer and Mr.
Marcos Barros de Paula, current Superintendent in charge of Products and Digital Channels for the position of
officer at BV Financeira. Mrs. Tarcia works at the Bank since 2007, holds a degree in Business Administration
from PUC/SP and an MBA from FGV-SP. Mr. Teles works at the Bank since 2014 and has more than 20 years
of experience in the financial markets. He is post-graduated from FGV-SP and masters in administration for
Universidad Europea del Atlantico in Spain. Mr. Barros works at BV Financeira since 2012 and holds a degree
in Economics from FAAP-SP and an MBA from USP-SP. The election of the three members is still pending
approval of the Central Bank.
LISTING APPLICATION
Application has been made to Euronext Dublin for any Notes issued under the Program for the period of
12 months from the date of these Base Listing Particulars to be listed on the Official List of Euronext Dublin
and to be admitted for trading on its Global Exchange Market.
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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 Program of Banco Votorantim S.A., acting through its principal
office in São Paulo.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
MATERIAL ADVERSE CHANGE STATEMENT
There has been no material adverse change in the financial or trading position of the Issuer and its subsidiaries
(taken as a whole) since June 30, 2019 and no material adverse change in the prospects of the Issuer and its
subsidiaries (taken as a whole) since June 30, 2019.
GOVERNING LAW
The Notes and any non-contractual obligations arising out of or in connection with the Notes are governed by,
and shall be construed in accordance with, English law.
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Document Outline

#1">Banco Votorantim - 2019 EMTN - Final Terms - Executed.pdf
- #1">IMPORTANT NOTICE