Press Release
Milbank Represents Underwriter of First Ever “Tier I” Offering by a Financial Institution in Brazil
Banco Bradesco S.A. Completes US$300 Million First Ever Offering of “Tier I” Securities in Brazil
NEW YORK, NY, June 8, 2005 – In anticipation of changing bank capital requirements, Banco Bradesco S.A. the largest private bank in Brazil, has issued a US$300 million offering of perpetual non-cumulative junior subordinated securities. The transaction is the first ever perpetual bond sold by a Brazilian issuer and is the first “Tier I” bond deal ever done by a financial institution in Brazil. The international law firm Milbank, Tweed, Hadley & McCloy LLP, led by partner Michael Fitzgerald, represented the underwriter Merrill Lynch & Co. in connection with the placement and structuring of the securities.
Milbank’s Fitzgerald noted, “The Banco Bradesco securities are one of a kind hybrid securities structured to meet the stringent Tier I capital requirements currently being established by the Central Bank of Brazil. Only the second “Tier I” capital transaction ever done by a financial institution in Latin America, we anticipate that other Latin American banks will follow suit. The flexibility of a perpetual bond, which has no fixed final maturity date, makes this an attractive financing option for financial institutions with strong balance sheets seeking to meet the tighter bank capital requirements.” In 2004 Fitzgerald led the Milbank team representing Gruma S.A. de C.V. in its US$300 million offering, the first perpetual bond deal ever done by a corporate issuer in any market.
About the Financing:
Issued by the Grand Cayman Branch of Banco Bradesco S.A. (NYSE: BBD), the largest private bank in Brazil with assets of approximately US$70 billion as of December 2004, the US$300 million perpetual non-cumulative junior subordinated bond issue carries no maturity date but can be redeemed five years after the placement. The bond was given a rating of “Ba2 long-term foreign currency subordinated bond rating, positive outlook” by Moody’s. The bond priced to yield at 8.875% and was offered in the 144A market in the United States and internationally in accordance with Regulation S.
The Milbank team representing Merrill Lynch & Co., was led by partner Michael Fitzgerald, with counsel Taisa Markus and associates Paul Denaro, Julie Levi and Scott Rozic. Tax advice was provided by partner Bruce Kayle and associate Stacey Mesler.
About Milbank:
Active in Latin America for many years, Milbank has played a prominent role in some of the region’s most innovative and complex transactions, from project financings and restructurings to securities offerings and IPOs. Milbank’s Global Securities/M&A/General Corporate Group is renowned for its leadership in sophisticated cross-border transactions and combines both the transactional and regulatory expertise necessary to successfully negotiate and close mergers & acquisitions and other transactions across a wide range of industries.
Milbank, Tweed, Hadley & McCloy LLP is a premier global law firm headquartered in New York, with offices in Washington, D.C., Los Angeles, Palo Alto, London, Frankfurt, Munich, Tokyo, Hong Kong and Singapore. Recently named Legal Week’s “INTERNATIONAL FIRM OF THE YEAR” for 2004, Milbank is a recognized leader in capital markets, corporate finance, project finance, acquisition finance, and other major fields of legal practice. The Firm's practice includes cross-border mergers and acquisitions and global securities transactions as well as assisting multinational clients with their cross border investments. Milbank provides a full range of services to many of the world’s leading financial, industrial and commercial enterprises, as well as governments, institutions and individuals.