Obligation Votorantim Banco S.A. 4.5% ( XS2055749720 ) en USD

Votorantim Banco S.A.

100 % ▲

Bresil

XS2055749720 ( en USD )

4.5% par an ( paiement semestriel )

23/09/2024 - Obligation échue

Prospectus brochure de l'obligation Banco Votorantim S.A XS2055749720 en USD 4.5%, échue

200 000 USD

450 000 000 USD

05967CAE3

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.

L'Obligation émise par Votorantim Banco S.A. ( Bresil ) , en USD, avec le code ISIN XS2055749720, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/09/2024

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: 135
U.S.$450,000,000 4.500% Senior Notes Due 2024
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: 135
U.S.$450,000,000 4.500% Senior Notes Due 2024
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
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THE SECURITIES ACT ("RULE 144A) AND FOR LISTING OF 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:
135
3.
Specified Currency or Currencies:
United States Dollars (U.S.$)
4.
Aggregate Nominal Amount:
U.S.$450,000,000
5.
(i) Issue Price:
100.000 per cent. of the Aggregate
Nominal Amount
(ii) Net proceeds:
U.S.$447,750,000
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 , 2024
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
-2-

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16.
Fixed Rate Note Provisions
Applicable
(Condition 8):
(i)
Rate of Interest:
4.500% 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.$22.50 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) (Call)
The Notes may be redeemed in whole or
and method, if any, of calculation of
in part at any time, at the Issuer's option,
such amount(s):
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 45
basis points; plus any interest accrued
but not paid and additional amounts, if
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any, to, but excluding, the date of
redemption.
"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 in
As specified in the Conditions.
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
-4-

GENERAL PROVISIONS APPLICABLE TO THE NOTES
26.
Form of Notes:
Registered Notes

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 special
Not Applicable
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: amount
Not Applicable
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.
-5-

Bradesco Securities Inc. will act as
agent of Banco Bradesco BBI S.A. for
sales of the notes in the United States
of America. Banco Bradesco BBI S.A.
is not a broker-dealer registered with
the SEC, and therefore may not make
sales of any notes in the United States
to U.S. persons. Banco Bradesco BBI
S.A. and Bradesco Securities Inc. are
affiliates of Banco Bradesco S.A.
(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: US05967CAE30
Reg S: XS2055749720
(ii)
CUSIP:
144A: 05967CAE3
(iii) Common Code:
Reg S: 205574972
144A: 205668284
39.
Any clearing system(s) other than DTC,
Not Applicable; Rule 144A Notes of
Euroclear and Clearstream, Luxembourg and
each Series to settle through DTC, Reg
the relevant identification number(s):
S Notes of each Series to 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
-6-

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.
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