Obligation BTG Pactual Banco 7.75% ( USP07790AE14 ) en USD

Société émettrice BTG Pactual Banco
Prix sur le marché refresh price now   100 %  ▼ 
Pays  Bresil
Code ISIN  USP07790AE14 ( en USD )
Coupon 7.75% par an ( paiement semestriel )
Echéance 15/02/2029



Prospectus brochure de l'obligation Banco BTG Pactual USP07790AE14 en USD 7.75%, échéance 15/02/2029


Montant Minimal 200 000 USD
Montant de l'émission 600 000 000 USD
Cusip P07790AE1
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Prochain Coupon 15/02/2026 ( Dans 63 jours )
Description détaillée Banco BTG Pactual est une banque d'investissement multinationale brésilienne offrant des services de banque d'investissement, de gestion de patrimoine et de banque commerciale à une clientèle institutionnelle et privée en Amérique latine et au-delà.

L'Obligation émise par BTG Pactual Banco ( Bresil ) , en USD, avec le code ISIN USP07790AE14, paye un coupon de 7.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/02/2029







OFFERING MEMORANDUM
Banco BTG Pactual S.A.
a sociedade por ações incorporated in the Federative Republic of Brazil
(acting through its Cayman Islands Branch)
US$600,000,000
7.750% Subordinated Notes due 2029
Banco BTG Pactual S.A., a sociedade por ações incorporated in the Federative Republic of Brazil ("Banco BTG Pactual"), acting through its Cayman
Islands Branch (the "Issuer"), is issuing US$600,000,000 aggregate principal amount of 7.750% Subordinated Notes due 2029 (the "Notes"). The Notes will bear
interest from February 15, 2019, payable semiannually in arrears on February 15 and August 15 of each year, commencing on August 15, 2019 (the "Interest
Payment Dates") and will mature on February 15, 2029. See "Description of the Notes--General."
The Notes will be our unsecured and subordinated obligations. Payment of principal on the Notes may be accelerated only in the case of certain events
involving our dissolution, winding up or similar events, and we will only be required to make payment on acceleration after we are dissolved or wound up for
purposes of Brazilian law. There will be no right of acceleration in the case of a default in the performance of any of our covenants, including the payment of
principal or interest in respect of the Notes.
We may redeem the Notes, in whole but not in part, subject to the prior approval of the Brazilian Central Bank (Banco Central do Brasil, the "Central
Bank") and any other applicable Brazilian Governmental Authority if then required, at a redemption price equal to the Base Redemption Price (as defined below) on
and after the date that is five years following the Issue Date (as defined below) (the "Call Date") in the event of (i) certain changes affecting taxation or (ii) certain
regulatory changes. We may also at our option redeem the Notes, in whole but not in part, on the Call Date, subject to the prior approval of the Central Bank or any
other applicable Brazilian Governmental Authority (if such approval is then required), at a redemption price equal to the Base Redemption Price; provided that we
are at any redemption date and, immediately following such redemption, will then be in compliance with the minimum requirements for Regulatory Capital and
satisfy the Additional Principal Capital (Adicional de Capital Principal) requirements under CMN Resolution No. 4,193, of March 1, 2013, as amended from time to
time (the "CMN Resolution 4,193"), ("Additional Principal Capital") and other operational limits. The Noteholders shall have no right to request that the Issuer
redeem all or any portion of the Notes prior to the Maturity Date (as defined below).
The outstanding principal, interest and all other amounts due, or with respect to, the Notes shall be permanently written-off in an amount at
least equal to the amount accounted as our Tier 2 Capital, upon certain events relating to our capital adequacy, as further described under "Description of
the Notes--Write-Off by the Issuer." The write-off of any amount due under the Notes and the situations described above will not constitute an event of
default and shall not allow any Noteholder to require any repayment on any then outstanding principal, interest or any other amounts due, or with respect
to, the Notes. Therefore, in case of a write-off, Noteholders may lose their entire investment in the Notes. See "Risk Factors--Risks Relating to the Notes--
"The Notes are subject to a write-off in certain circumstances, which are unpredictable and may be caused by factors not fully within our control. In case
of a write-off, the Noteholders may lose their entire investment in the Notes."
We may, without the prior consent of Noteholders, subject to certain conditions and exceptions, amend certain terms and conditions of the
Notes in order to, and only to the extent necessary to, comply with any requirement of the Central Bank to qualify, or maintain the qualification of, the
Notes as Tier 2 Capital pursuant to CMN Resolution No. 4,192, of March 1, 2013, as amended from time to time, or CMN Resolution 4,192. See
"Description of the Notes--Modification of the Indenture--Changes Not Requiring Noteholder Approval."
Application has been made to admit the Notes on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market of the
Luxembourg Stock Exchange (the "Euro MTF"). This Offering Memorandum constitutes a prospectus for the purposes of Part IV of the Luxembourg Act dated July
10, 2005 on prospectuses for securities, as amended. We, having made all reasonable inquiries, confirm that the information contained in this offering memorandum
is true and accurate in all material respects, that the opinions and intentions expressed in this offering memorandum are honestly held, and that there are no other
facts the omission of which would make this offering memorandum as a whole or any of such information or the expression of any such opinions or intentions
misleading in any material respect. We accept responsibility accordingly.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 26.
There is currently no public market for the Notes. The Notes have not been and will not be registered under the U.S. Securities Act of 1933 as amended
(the "Securities Act"), or securities laws of any jurisdiction. Accordingly, the Notes may not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons, as defined under Regulation S of the Securities Act ("Regulation S"), except to certain "qualified institutional buyers" ("QIBs") as defined
under Rule 144A of the Securities Act ("Rule 144A), that are also "qualified purchasers" ("QPs"), as defined in Section 2(A)(51) of the U.S. Investment Company
Act of 1940, as amended, and related rules (the "Investment Company Act"), in reliance on exemptions from registration provided under the Securities Act and to
certain non­U.S. persons in offshore transactions in reliance on Regulation S. Prospective investors are hereby notified that the seller of the Notes may be relying on
the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A and the exemption from the provisions of the Investment Company Act
provided by Section 3(c)(7) ("(3)(c)(7)"). For a description of certain restrictions on transfers of the Notes, see "Transfer Restrictions" and "Certain ERISA
Considerations."
Price: 100.000% of principal amount, plus accrued interest from February 15, 2019 if settlement occurs after that date.
We expect that the Notes will be ready for delivery in book-entry form through The Depository Trust Company ("DTC") and its direct and indirect
participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, société anonyme ("Clearstream") on
or about February 15, 2019.
Joint Bookrunners
BTG Pactual
Bradesco BBI
Citigroup
Deutsche Bank Securities
Nomura
UBS Investment Bank
The date of this Offering Memorandum is February 15, 2019


TABLE OF CONTENTS
MARKET INFORMATION ....................................................................................................................................... vii
ENFORCEABILITY OF JUDGMENTS ...................................................................................................................viii
FORWARD-LOOKING STATEMENTS ..................................................................................................................... x
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ...................................................................... xii
SUMMARY .................................................................................................................................................................. 1
THE OFFERING ......................................................................................................................................................... 16
SUMMARY FINANCIAL AND OPERATING INFORMATION ............................................................................ 22
RISK FACTORS ......................................................................................................................................................... 26
CAPITALIZATION .................................................................................................................................................... 58
USE OF PROCEEDS .................................................................................................................................................. 59
EXCHANGE RATES .................................................................................................................................................. 60
SELECTED FINANCIAL AND OPERATING INFORMATION ............................................................................. 61
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ........................................................................................................................................ 65
BUSINESS ................................................................................................................................................................ 131
MANAGEMENT ...................................................................................................................................................... 161
OUR PARTNERSHIP ............................................................................................................................................... 168
PRINCIPAL SHAREHOLDERS .............................................................................................................................. 172
RELATED PARTY TRANSACTIONS .................................................................................................................... 174
REGULATORY OVERVIEW .................................................................................................................................. 177
DESCRIPTION OF THE NOTES ............................................................................................................................. 201
TAXATION .............................................................................................................................................................. 224
CERTAIN ERISA CONSIDERATIONS .................................................................................................................. 231
PLAN OF DISTRIBUTION ...................................................................................................................................... 233
TRANSFER RESTRICTIONS .................................................................................................................................. 239
INDEPENDENT AUDITORS .................................................................................................................................. 243
LEGAL MATTERS .................................................................................................................................................. 244
GENERAL INFORMATION .................................................................................................................................... 245
ANNEX A: PRINCIPAL DIFFERENCES BETWEEN BRAZILIAN GAAP AND IFRS ...................................... A-1
INDEX TO FINANCIAL STATEMENTS ............................................................................................................... F-1
i


In this Offering Memorandum, unless the context requires otherwise, references to:
i.
"B3" are to B3 S.A. ­ Brasil, Bolsa, Balcão (formerly BM&FBOVESPA S.A. ­ Bolsa de Valores,
Mercadorias e Futuros) on which our units are listed and trade on the Level 1 (Nivel 1) segment of such
exchange;
ii.
"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;
iii.
"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;
iv.
"BTG Pactual Group" are to Banco BTG Pactual, PPLAI, PPLA Participations and their respective
subsidiaries, collectively;
v.
"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;
vi.
"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 series B preferred
shares issued and outstanding, and (C) is controlled by BTG Pactual Holding, which directly holds 99.9%
of its share capital;
vii.
"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;
viii.
"Controlling Partners" are to the Partners who effectively control Banco BTG Pactual. As of September 30,
2018, 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;
ix.
"EFG" are to EFG International, 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
Banco BTG Pactual continued to hold a 30.0% interest as of September 30, 2018;
x.
"Engelhart CTP" are to Engelhart Commodities Trading Partners, a Luxembourg-based commodities
platform that, since October 2016, operates separately from Banco BTG Pactual following the spin-off of
Banco BTG Pactual's commodities business and in which Banco BTG Pactual retains a direct interest of
19.01% as of September 30, 2018;
xi.
"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;
xii.
"IPO units" are to the securities offered in the BTG Pactual Group's initial public offering consisting of (i)
global depositary units listed on the B3 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
ii


Brazilian depositary receipts and (ii) global depositary units listed on NYSE Euronext Amsterdam
representing (A) one voting share and two non-voting shares of PPLA Participations and (B) one common
share and two preferred shares of our capital stock in the form of global depositary shares. As of August 18
2017, trading of our IPO units was suspended, and our securities and PPLA Participations' securities no
longer trade together on a combined basis;
xiii.
"Issuer" are to Banco BTG Pactual S.A. without its consolidated subsidiaries, acting through 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;
xiv.
"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, (B) directly owns Partners
Alpha and (C) which held, as of September 30, 2018, 0.64% of the shares of Banco BTG Pactual, which it
acquired in the open market;
xv.
"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;
xvi.
"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, which as of September 30, 2018, collectively represented approximately
76.5% of the outstanding economic interests in the BTG Pactual Group, 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;
xvii.
"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;
xviii.
"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. As of September 30, 2018, our Partners owned approximately
83.2% of our equity, and approximately 74.0% of our equity was part of our partnership as Partnership
Equity;
xix.
"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;
xx.
"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;
xxi.
"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;
xxii.
"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
iii


xxiii.
"units" are to global depositary units listed on the B3 representing one common share and two preferred
shares of Banco BTG Pactual's capital stock.
You are authorized to use this Offering Memorandum solely for the purpose of considering the purchase of
the Notes described in the Offering Memorandum. We and other sources identified herein have provided the
information contained in this Offering Memorandum. The initial purchasers named herein make no representation or
warranty, expressed or implied, as to the accuracy or completeness of such information, and nothing contained in
this Offering Memorandum is, or shall be relied upon as, a promise or representation by the initial purchasers. The
initial purchasers accept no liability in relation to the information contained in this Offering Memorandum or any
information included by us. You may not use any information herein for any purpose other than considering the
purchase of the Notes. You agree to the foregoing by accepting delivery of this Offering Memorandum.
Neither we nor the initial purchasers have authorized any person to give any information or to represent
anything not contained in this Offering Memorandum. You must not rely on any unauthorized information or
representations. This Offering Memorandum is an offer to sell only the Notes offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so. The information contained in this Offering
Memorandum is current only as of its date.
Neither this Offering Memorandum nor any other information supplied in connection with the Notes should
be considered as a recommendation by us or any of the initial purchasers that any recipient of this Offering
Memorandum or any other information supplied in connection with the 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 our creditworthiness. This Offering
Memorandum does not constitute an offer of, or an invitation by or on behalf of us, any initial purchaser or the
Trustee (as defined herein) to subscribe or purchase, any of the Notes in any jurisdiction where such offer is not
permitted. The distribution of this Offering Memorandum and the offering and sale of the Notes in certain
jurisdictions may be restricted by law. We and the initial purchasers require persons in whose possession this
Offering Memorandum comes to inform themselves about and to observe any such restrictions. This Offering
Memorandum does not constitute an offer of, or an invitation to purchase, any of the Notes in any jurisdiction in
which such offer or invitation would be unlawful. Neither us nor any initial purchaser represents 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 assumes any responsibility for facilitating any such distribution or offering. In particular, no action
has been taken either by us or any initial purchaser that 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.
We have prepared this Offering Memorandum solely for use in connection with the proposed offering of
the Notes, and it may only be used for that purpose.
In making an investment decision, you must rely on your own examination of our company and the terms
of this offering and the Notes, including the merits and risks involved.
We and the initial purchasers are not making any representation to any purchaser of the Notes regarding the
legality of an investment in the Notes under any investment law or similar laws or regulations. You should not
consider any information in this Offering Memorandum to be advice whether legal, business, accounting or tax. You
should consult your own attorney or other professional for any legal, business, accounting or tax advice regarding an
investment in the Notes.
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 OFFENSE.
iv


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). THIS OFFERING MEMORANDUM HAS BEEN
PREPARED BY US 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, TO PERSONS WHO ARE "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN
RULE 144A), THAT ARE ALSO "QUALIFIED PURCHASERS" (AS DEFINED IN SECTION 2(A)(51) OF
THE INVESTMENT COMPANY ACT), 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. FOR A DESCRIPTION OF THESE AND
CERTAIN FURTHER RESTRICTIONS ON OFFERS AND SALES OF THE NOTES AND
DISTRIBUTION OF THIS OFFERING MEMORANDUM, SEE "PLAN OF DISTRIBUTION" AND
"TRANSFER RESTRICTIONS."
THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED WITH THE BRAZILIAN
SECURITIES COMMISSION (COMISSÃO DE VALORES MOBILIÁRIOS) (THE "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.
Pursuant to article 14, II, and 15 of CMN Resolution 4,192, any provision of this Offering Memorandum,
the indenture or any related transaction documents that conflicts with any of the provisions of the terms of
subordination and/or of article 20 of the CMN Resolution 4,192 shall be null and void.
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 Directive 2014/65/EU (as
amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "IDD"),
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.
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
v


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.
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 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 5(4) of the Prospectus
Directive. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended), and includes any
relevant implementing measure in the Member State concerned.
In connection with the issue of the Notes, the initial purchaser or initial purchasers (if any) named as
Stabilizing Manager(s) (the "Stabilizing Manager(s)") (or persons acting on behalf of any Stabilizing Manager(s))
may over-allot Notes (provided that, in the case of any Notes to be admitted to trading on the Euro MTF, the
aggregate principal amount of Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the
Notes subject to the issue) 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 offering is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30
calendar days after the date on which the Issuer received the proceeds of the issue and 60 calendar days after the
date of the allotment of the Notes. Any stabilization action or over-allotment must be conducted by the relevant
Stabilizing Manager(s) (or persons acting on their behalf) in accordance with all applicable laws and rules.
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.
Additional Information
While any Notes remain outstanding, we will make available, upon request, to any holder and any
prospective purchaser of Notes the information required pursuant to Rule 144A(d)(4)(i), during any period in which
we are not subject to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or exempt under Rule 12g3-2(b) of the Exchange Act.
vi


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 São Paulo Stock Exchange (B3 S.A. ­ Brasil, Bolsa, Balcão) ("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 initial
purchasers make any representation as to the accuracy of such data.
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ENFORCEABILITY OF JUDGMENTS
Brazil
We are a corporation (sociedade por ações) 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. As a result, it may not be possible for you to effect service of process upon us or such other
persons within the United States or other jurisdictions outside Brazil. Because judgments of U.S. courts for civil
liabilities based upon U.S. federal securities laws 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. 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 Campos Mello 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 Cayman Islands 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) ("STJ")
(through a specific lawsuit named ação de homologação de sentença estrangeira). Such confirmation would occur if
the foreign judgment:
·
has been rendered by a competent court;
·
was preceded by proper service of process on the parties in accordance with applicable law;
·
is effective in the country where it was issued and complies with all formalities necessary for its
recognition as an enforcement instrument under the laws of the jurisdiction where it was issued;
·
does not violate a final and unappealable decision issued by a Brazilian Court;
·
has been duly apostilled by the appropriate authority of the state rendering such foreign judgment in
accordance with the Hague Convention of October 5, 1961 Abolishing the Requirement of Legalization for
Foreign Public Documents (the "Apostille Convention"), or, if the rendering state is not a signatory to the
Apostille Convention, is duly authenticated by a competent Brazilian consulate and is accompanied by a
certified translation in Portuguese (tradução pública juramentada), except if such procedure was exempted
by an international treaty concluded by Brazil;
·
does not violate Brazilian public policy, national sovereignty or human dignity;
·
is not subject to appeal if it is a decision on the merits of the case; and
·
does not violate the exclusive jurisdiction of the Brazilian Judiciary Authority.
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 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
viii


attorney fees, as determined by a Brazilian judge. This requirement may not apply to counterclaims enforcement,
extrajudicial enforcement instrument, the enforcement of foreign judgments that have been duly confirmed by the
STJ, or when the bond requirement was exempted by an international treaty concluded by Brazil.
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 currently 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 may be recognized and enforced in the courts of the Cayman Islands at common law, without
any re-examination or re-litigation of the matters adjudicated upon, by an 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) is final and conclusive; (iii) is not in respect of taxes, a fine or a penalty; (iv) was not
obtained by fraud; and (v) is not of a kind the enforcement of which is contrary to natural justice or public policy of
the Cayman Islands.
ix