Brazil Announces Minimum Cash Amounts for Bond Exchange Offer.Business Editors NEW YORK--(BUSINESS WIRE)--March 13, 2001 The Federative fed·er·a·tive adj. Forming, belonging to, or of the nature of a federation. fed  er·a Republic of Brazil ("Brazil") announced today the Minimum Cash Amount for each series of Brazil's Old Bonds (as defined below) in connection with its invitation (the "Invitation") to holders of the Old Bonds to exchange their Old Bonds for a combination of a new issue of Brazil's 8 7/8% U.S. Dollar-Denominated Global Bonds due 2024 (the "Global Bonds") and a U.S. dollar amount in cash. The Invitation commenced on Wednesday, March 7, 2001 and is scheduled to expire at 3:00 P.M., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on March 13, 2001 (the "Expiration Date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. "), unless extended or earlier terminated by Brazil. Results of the Invitation will be announced on March 14, 2001 (the "Announcement Date"), and settlement will occur six business days thereafter, on March 22, 2001 (the "Settlement Date"). Brazil intends to issue a minimum of U.S.$1,000,000,000 in aggregate principal amount of the Global Bonds pursuant to the Invitation. The Global Bonds will bear interest at a rate of 8 7/8% per year, accruing from the Settlement Date of the Invitation and payable on April 15 and October 15 of each year, commencing on April 15, 2001. Brazil will redeem redeem v. to buy back, as when an owner who had mortgaged his/her real property pays off the debt. The term also refers to paying the amount due and all charges after a foreclosure (due to failure to make payments when due) has begun. the Global Bonds at maturity on April 15, 2024, at par. The Minimum Cash Amount for each series of Old Bonds, which is expressed as a percentage of the original principal amount of such Series of Old Bonds accepted for exchange, is as follows: Par Bonds, 1.10%; Discount Bonds, 7.00%; C Bonds, 9.50% and DCBs, 4.10%. The Minimum Cash Amounts are intended to account for the difference between the market value of Old Bonds accepted for exchange and the market value of the Global Bonds issued in exchange for such Old Bonds. The Old Bonds that may be offered in exchange for Global Bonds pursuant to the Invitation are as follows: USD USD In currencies, this is the abbreviation for the U.S. Dollar. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. Par Series Z-L Bonds Due 2024 ("Par Bonds"), USD Discount Series Z-L Bonds Due 2024 ("Discount Bonds"), USD Front-Loaded Interest Reduction with Capitalization capitalization n. 1) the act of counting anticipated earnings and expenses as capital assets (property, equipment, fixtures) for accounting purposes. 2) the amount of anticipated net earnings which hypothetically can be used for conversion into capital assets. Series L Bonds Due 2014 ("C Bonds") and USD Debt Conversion Series L Bonds Due 2012 ("DCBs") (collectively, the "Old Bonds"). There are approximately U.S.$18,312,886,000 in aggregate principal amount of Old Bonds outstanding. A holder whose Old Bonds are accepted by Brazil in exchange for Global Bonds pursuant to the Invitation will receive: (a) a principal amount of Global Bonds equal to the original principal amount of its Old Bonds accepted for exchange, multiplied by, in the case of only the C Bonds, a scaling factor to account for interest payable on the C Bonds that has been capitalized as principal, which is 1.23141 (the "C Bond Scaling Factor") and rounded downward to the nearest integral multiple of U.S.$1,000; (b) the Clearing Cash Amount for each series of that Bondholder's Old Bonds accepted for exchange, multiplied by, in the case of only the C Bonds, the C Bond Scaling Factor; (c) a payment in cash equal to the accrued ac·crue v. ac·crued, ac·cru·ing, ac·crues v.intr. 1. To come to one as a gain, addition, or increment: interest accruing in my savings account. 2. but unpaid interest on the original principal amount of Old Bonds accepted for exchange to but not including the Settlement Date, multiplied by, in the case of only the C Bonds, the C Bond Scaling Factor; and (d) in the case of only the C Bonds a payment in cash in respect of rounded amounts, if any, all as more fully described in a prospectus supplement, dated March 7, 2001 (the "Prospectus Supplement"). The "Clearing Cash Amount" for each series of Old Bonds will be an amount expressed as a percentage of the original principal amount of Old Bonds of that series accepted for exchange determined by Brazil in its sole discretion pursuant to a separate modified Dutch auction Dutch Auction An auction where the price on an item is lowered until it gets its first bid, and then the item is sold at that price. Notes: The U.S. Treasury (and other countries) uses a Dutch auction when it sells securities. for each series of Old Bonds and announced by Brazil at or around 10:00 A.M., New York City time, on the Announcement Date, or as soon as possible thereafter. For each series of Old Bonds, the Clearing Cash Amount will not be less than the Minimum Cash Amount. A holder of Old Bonds desiring to submit an offer to exchange Old Bonds for Global Bonds must submit, or arrange to have submitted, at or before 3:00 P.M., New York City time, on the Expiration Date, a duly completed letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. in paper form, or in electronic form via http://primedebt.csfb.com/brazilexchange or http://direct2.sbi.com/exchange (the "Invitation Websites"). Beneficial owners Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial and direct participants in Euroclear or Clearstream, Luxembourg may submit letters of transmittal in electronic form. Only direct participants in Euroclear or Clearstream, Luxembourg can submit letters of transmittal in paper form. Regardless, Bond Instructions for each offer to exchange must be delivered prior to 3:00 P.M., New York City time, on the Expiration Date, to the applicable clearing system (Euroclear or Clearstream, Luxembourg) and such Bond Instructions must contain a Unique Reference that is the same as the Unique Reference in the corresponding letter of transmittal. Bondholders and custodians
The Custodians is terminology in the Bahá'í Faith, which refers to nine Hands of the Cause assigned specifically to work at the Bahá'í World Centre in attendance to the Guardian of the Faith. of Old Bonds may deliver completed letters of transmittal in paper form to the exchange agent or the Luxembourg exchange agent (with a copy sent to the exchange agent). No offers to exchange Old Bonds for Global Bonds may be submitted after the Invitation expires. The Invitation Websites will permit Bondholders and custodians of Old Bonds to submit electronic letters of transmittal at any time while the Invitation is open. The Invitation Websites are accessible only by password, which the joint dealer managers will issue upon request to holders of Old Bonds. In order to participate in the exchange of Old Bonds for Global Bonds through one of the Invitation Websites, a Bondholder Bondholder A firm often has stockholders and bondholders. In a liquidation, the bondholders have first priority. bondholder An individual or institution that owns bonds in a corporation or other organization. or custodian bailee (custodian) n. a person with whom some article is left, usually pursuant to a contract (called a "contract of bailment"), who is responsible for the safe return of the article to the owner when the contract is fulfilled. is required to (a) consent to accept electronic delivery of all required documents in connection with the exchange, and (b) tender or have tendered on its behalf a letter of transmittal in electronic form only. A letter of transmittal in paper or electronic form must specify either a competitive offer, indicating a minimum amount that the holder would be willing to accept as the Clearing Cash Amount for the series of Old Bonds which it is offering to exchange (the "Offer Amount"), or a non-competitive offer, without specifying any such minimum amount. In any competitive offer, the Offer Amount must be expressed as a percentage (in increments of 0.05 percent) of the original principal amount of Old Bonds of the series for which the Bondholder wishes to submit a competitive offer. A Bondholder or custodian may amend or withdraw its letter of transmittal prior to 3:00 P.M., New York City time, on the Expiration Date. Paper letters of transmittal may be amended or withdrawn by written notice to the exchange agent or the Luxembourg exchange agent. Electronic letters of transmission may only be amended or withdrawn electronically. They may not be amended or withdrawn by submitting a new letter of transmittal in paper form. Letters of transmittal not withdrawn will become irrevocable Unable to cancel or recall; that which is unalterable or irreversible. IRREVOCABLE. That which cannot be revoked. 2. A will may at all times be revoked by the same person who made it, he having a disposing mind; but the moment the testator is at 3:00 P.M., New York City time, on the Expiration Date. Results of the Invitation will be announced at or around 10:00 A.M., New York City time, or as soon as possible thereafter, on the Announcement Date, and settlement of the Global Bonds will occur six trading days In Business, the trading day is the time span that a particular stock exchange is open. For example, the New York Stock Exchange is, as of 2006, open from 09:30AM to 4:00PM. Trading days never take place on weekends. later on the Settlement Date. Further information regarding the Invitation and the procedures for submitting exchange offers pursuant to the Invitation is provided in the Prospectus Supplement. Copies of the Prospectus Supplement may be obtained from Citibank, N.A., the exchange agent, at telephone (44207) 508-3867, Chase Manhattan Bank The Chase Manhattan Bank, now part of JPMorgan Chase, was formed by the merger of the Chase National Bank and the Bank of the Manhattan Company in 1955. The bank is headquartered in New York City. Luxembourg S.A., the Luxembourg exchange agent, at telephone (352) 46-26-85236, or from either of the joint dealer managers at one of the telephone numbers listed below. Credit Suisse First Boston Credit Suisse First Boston was originally the trading name of the Financière Crédit Suisse-First Boston, a London-based 50-50 investment banking joint venture formed in 1978 between the First Boston Corporation and Credit Suisse. Corporation, Eleven Madison Avenue Madison Avenue, celebrated street of Manhattan, borough of New York City. It runs from Madison Square (23d St.) to the Madison Bridge over the Harlem River (138th St.). In the 1940s and 50s, some of the major U.S. , New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , New York 10010, telephone 1-800-820-1653 (inside the U.S.) or 1-212-325-2547 (outside the US, call collect) and Salomon Smith Barney Smith Barney is a division of Citigroup Global Capital Markets Inc., a global, full-service financial firm, that provides brokerage, investment banking and asset management services to corporations, governments and individuals around the world. Inc., 388 Greenwich Street, New York, New York 10013, telephone 1-800-558-3745 (inside the U.S.) or 1-212-723-6108 (outside the US, call collect) are acting as joint dealer managers for the Invitation. This communication shall not constitute an offer to sell or the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to buy nor shall there be any sale of the securities referenced in this communication in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The distribution of materials relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the Invitation, and the transactions contemplated by the Invitation, may be restricted by law in certain jurisdictions. If materials relating to the Invitation come into your possession, you are required by Brazil to inform yourself of and to observe all of these restrictions. The materials relating to the Invitation do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Invitation be made by a licensed broker or dealer and any joint dealer manager or any affiliate of any joint dealer manager is a licensed broker or dealer in that jurisdiction, the Invitation shall be deemed to be made by such joint dealer manager or such affiliate on behalf of Brazil in that jurisdiction. NETHERLANDS: This offer is only extended to individuals or legal entities who or which trade or invest in securities in the conduct of their profession or trade. |
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