HSBC J.P. Morgan Standard Chartered Bank - bicbanco

THE OFFERING
Issuer ..........................................
Initial Purchasers .......................
Co-Manager ...............................
The Notes ...................................
Issue Price ..................................
Maturity Date .............................
Tax Redemption ........................
Banco Industrial e Comercial S.A.
HSBC Securities (USA) Inc.
J.P. Morgan Securities Inc.
Standard Chartered Bank
BNP Paribas Securities Corp.
U.S.$300,000,000 aggregate principal amount of 8.50% subordinated notes
due 2020.
99.174% of the principal amount.
April 27, 2020, provided, that interest and principal payments may be
deferred under the circumstances described in “—Deferral of Interest and
Principal” below.
The notes will be redeemable in whole, but not in part, at their principal
amount, plus accrued and unpaid interest and additional amounts, if any, to
the date of redemption, at the Bank’s option at any time, but subject to the
prior approval of the Central Bank, in the event of certain changes affecting
taxation, as described further under “Description of the Notes—
Redemption—Tax Redemption.”
Issue Date .................................. April 27, 2010.
Indenture .................................... The notes will be issued under the indenture dated as of April 27, 2010,
among the issuer, The Bank of New York Mellon, as trustee, New York
paying agent and transfer agent and The Bank of New York Mellon Trust
(Japan), Ltd., as principal paying agent.
Interest .......................................
The notes will bear interest from and including April 27, 2010 at the rate of
8.50% per annum, or the note rate, payable semi-annually in arrears.
Default interest will accrue at the note rate plus 1.0% per annum. Principal
and interest amounts deferred as described in “—Deferral of Interest and
Principal” below will also accrue interest at the note rate plus 1.0% per
annum.
Interest Payment Dates .............. April 27 and October 27 of each year, commencing on October 27, 2010.
Deferral of Interest
and Principal ..............................
(A) If the Bank is not in compliance with the operational limits required by
current or future regulations generally applicable to Brazilian banks, or the
risk-based capital requirements, or (B) if the payment of interest on any
interest payment date or any redemption date or the payment of principal on
the maturity date or any redemption date would cause the Bank to fail to
satisfy the risk-based capital requirements, the Bank shall defer that payment
of interest or principal or any other amount payable in respect of the notes
until the date no later than 14 days after the date on which the Bank is no
longer in violation of the risk-based capital requirements and the payment of
that interest or principal amount, or any portion thereof, would no longer
cause the Bank to violate the risk-based capital requirements. The deferral
of any payment will not be an event of default under the notes.
Each amount in arrears will bear interest at the note rate plus 1.0% per
annum (if it is an interest amount, as if it constituted the principal of the
notes). See “Description of the Notes—Deferral of Interest and Principal.”
AMR-248898-v2
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95-40469277