Banco BTG Pactual S. A., financial institution, enrolled with the Corporate Taxpayers’ Registry (CNPJ/ME) under No. 30.306.294/0001-45, with head office at Xxxxx xx Xxxxxxxx Xx. 000, 0x xxxxx, in the City of Rio de Janeiro, State of Rio de Janeiro, represented herein according to its organizational documents (“Seller 3” and, together with Seller 1 and Seller 2, the “Sellers”); (Buyer and Sellers are hereinafter jointly referred to as “Parties” or, individually, as “Party”) and, as intervening-consenting party:
Banco BTG Pactual S. A. – Cayman Branch, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Legal Department, facsimile: +0 (000) 000-0000; (2) Banco Bradesco BBI S.A., c/o Bradesco Securities, Inc., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx xx Xxxxxxx, Attention: Xxxxxxx Xxxxx (CCO), facsimile: +0 (000) 000-0000; (3) Itau BBA USA Securities, Inc., 000, Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxxx Xxxxxx, Attention: Chief Compliance Officer, Facsimile: +0 (000) 000-0000; (4) X.X. Xxxxxx Securities LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx xx Xxxxxxx, (fax: +0 (000) 000-0000), Attention: Syndication Department; if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in Schedule IV hereto, Attention: Xxxxxxxxx Xxxxxxx Xxxxxx Xxxx; and if to the Selling Shareholder shall be delivered or sent by mail, telex or facsimile transmission to the address of the Selling Shareholder set forth in Schedule IV hereto, Attention: Xxxxxxxxxxx Xxxxxx; provided, however, that any notice to an International Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such International Underwriter or International Placement Agent at its address set forth in its International Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company and the Selling Shareholder by you upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the International Underwriters and International Placement Agents are required to obtain, verify and record information that identifies their respective clients, including the Company and the Selling Shareholder, which information may include the name and address of their respective clients, as well as other information that will allow the International Underwriters and International Placement Agents to properly identify their respective clients.
Banco BTG Pactual S. A., is a sociedade anônima incorporated in the Federative Republic of Brazil, acting through its Cayman Islands branch, (the “Issuer”);
Banco BTG Pactual S. A., ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, as Issuer By: Name: Title: EXHIBIT C FORM OF ISSUER ORDER FOR AUTHENTICATION AND DELIVERY OF THE NOTES [DATE] Deutsche Bank Trust Company Americas as Trustee 00 Xxxx Xxxxxx 27th Floor New York, New York 10005 Attention: [•] Ladies and Gentlemen: Pursuant to Section 2.3 of the Indenture dated as of September 28, 2012 (the “Indenture”) by and among Banco BTG Pactual S.A., acting through its Cayman Islands branch (the “Issuer”), Deutsche Bank Trust Company Americas, as Trustee, Registrar, paying agent and transfer agent and Deutsche Bank Luxembourg S.A., as Luxembourg Agent, you as Trustee are hereby ordered in your capacity as such to authenticate U.S.$800,000,000 in principal amount of the Issuer’s 5.75% Subordinated Notes due 2022, in the manner provided in the Indenture, in global form in the amount of U.S.$[•] in respect of the Restricted Global Note (ISIN No. US05890BAD91/ CUSIP No. 05890B AD9) and U.S.$[•] in respect of the Regulation S Global Note (ISIN No. USP07790AD31/ CUSIP No. P07790 AD3) heretofore duly executed by the proper Authorized Representative of the Issuer and delivered to you as provided in the Indenture and to hold the Restricted Global Note and the Regulation S Global Note in your capacity as custodian for The Depository Trust Company. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Indenture. BANCO BTG PACTUAL S.A., ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, as Issuer By: Name: Title: EXHIBIT D TERMS OF SUBORDINATION (“Núcleo de subordinação”) These Terms of Subordination (“núcleo de subordinação”) have been prepared for the purposes of article 7 of Resolution No. 3,444, issued by the National Monetary Council of Brazil (“CMN”) on February 28, 2007, as amended, modified, supplemented or superseded from time to time (“CMN Resolution No. 3,444”).
Banco BTG Pactual S. A. – Cayman Branch may exercise the International Option to purchase Option ADSs at any time in whole, or from time to time in part, during the Exercise Period, by written notice to the Company, with a copy to the International Underwriters. Such notice shall set forth the aggregate number of Option ADSs as to which the International Option is being exercised and the date and time when the Option ADSs are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the third Business Day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions hereof). Any such notice shall be given prior to the date and time of delivery specified therein. “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in the cities of New York or São Paulo.
Banco BTG Pactual S. A. – Cayman Branch 600 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Legal Department Fax: (000) 000-0000 and Dxxxx Xxxx & Wxxxxxxx LLP 400 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Mxxxxxx Xxxxxx Email: Mxxxxxx.Xxxxxx@xxxxxxxxx.xxx
Banco BTG Pactual S. A. (each a “Brazilian Underwriter”, and together the “Brazilian Underwriters”) for the sale by the Company of an aggregate of [•] units, each of which represents initially 48.125 subscription receipts for common shares, 6.875 common shares, 43.750 subscription receipts for preferred shares and 6.250 preferred shares, and after the Capital Increase Approval Date (as defined in the International Underwriting Agreement (as defined below)) 55 common shares, without par value, and 50 preferred shares, without par value, to be issued by the Company (the “Firm Units”). In the Brazilian Underwriting Agreement, the Company also granted an option to the Brazilian Underwriters to acquire additional units (“Optional Units”, and, together with the Firm Units, the “Units”) to cover over-allotments, if any. The Brazilian Underwriters are collectively referred to herein as a “Syndicate”. Pursuant to an international underwriting and placement agreement (the “International Underwriting Agreement”), dated the date hereof, among Santander Investment Securities Inc., Credit Suisse Securities (USA) LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and UBS Securities LLC (the “Representatives”, and, together with the underwriters named in Schedule A to the International Underwriting Agreement, the “International Underwriters”, and together with the Brazilian Underwriters, the “Underwriters”) act as placement agents on behalf of the Brazilian Underwriters with respect to the placement of the Units outside Brazil, subject to the terms and conditions stated therein. The International Underwriters are collectively referred to herein as a “Syndicate”. Pursuant to the International Underwriting Agreement, the Company proposed, subject to the terms and conditions stated therein, to sell to the International Underwriters, [•] Units in the form of American depositary shares (the “Firm ADSs”), in the respective amounts set forth in Schedule A thereto. Each ADS represents one Unit. The ADSs will be evidenced by American depositary receipts (“ADRs”) to be issued under a deposit agreement, dated as of the First Closing Date (as defined in the International Underwriting Agreement), among the Company, JPMorgan Chase Bank, N.A. as depositary, and the registered holders and beneficial owners from time to time of the ADSs issued hereunder. The ADSs are offered by the International Underwriters in the United States and other countries outside of Brazil. In addition, the Company granted the ...
Banco BTG Pactual S. A. – Cayman Branch 000 Xxxxxxxxx Xxxxxx, 00xx xxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx xx Xxxxxxx Banco Bradesco BBI S.A. c/o Bradesco Securities, Inc. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Xxxxxx Xxxxxx xx Xxxxxxx Itau BBA USA Securities, Inc. 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx xx Xxxxxxx
Banco BTG Pactual S. A. – Cayman Branch, 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Legal Department, facsimile: +0 (000) 000-0000; (3) X.X. Xxxxxx Securities LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx of America, (fax: +0 (000) 000-0000), Attention: Syndication Department; if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Xxxxxxxxx Xxxxxxx Xxxxxx Xxxx; and if to the Selling Shareholders shall be delivered or sent by mail, telex or facsimile transmission to the address of the Selling Shareholders set forth in the Registration Statement, Attention: Xxxxxxxxxxx Xxxxxx; provided, however, that any notice to an International Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such International Underwriter or International Placement Agent at its address set forth in its International Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company and the Selling Shareholders by you upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the International Underwriters and International Placement Agents are required to obtain, verify and record information that identifies their respective clients, including the Company and the Selling Shareholders, which information may include the name and address of their respective clients, as well as other information that will allow the International Underwriters and International Placement Agents to properly identify their respective clients.
Banco BTG Pactual S. A. – Cayman Branch may exercise the International Option to purchase Option ADSs at any time in whole, or from time to time in part, during
