Banco BTG Pactual S.A.
a sociedade anônima incorporated in the Federative Republic of Brazil
(acting through its Luxembourg Branch)

Offer to Purchase for Cash
Up to U.S.$390,000,000.00 Aggregate Principal Amount of its
8.750% Perpetual Non Cumulative Junior Subordinated Notes

Title of Notes

CUSIP and ISIN Numbers

Aggregate Principal Amount (1)

8.750% Perpetual Non Cumulative Junior Subordinated Notes

144A Note CUSIP: 05952V AA6
144A Note ISIN:

Regulation S Note CUSIP:
P0779L AA3
Regulation S Note ISIN:


(1) Includes an aggregate US$[ ] principal amount of Notes currently held by Banco BTG Pactual or by its affiliates, which Notes are considered not to be “outstanding” for purposes of the Indenture (as defined below), but which will nevertheless be eligible for tender pursuant to this Tender Offer, and be counted for purposes of calculating the Maximum Tender Amount, as well as any eventual proration, in the same manner as Notes held by parties unaffiliated with Banco BTG Pactual. Banco BTG Pactual and entities affiliated with it have expressed an intention to tender all or part of the Notes held by each of them in this Tender Offer.

To view copies of the Offer to Purchase documents please click on the documents below

Offer to Purchase

Letter of Transmittal

The Tender and Information Agent for the Tender Offer is:

D.F. King & Co., Inc.

D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
Banks and Brokers: +1 (212) 269-5550
Toll free (U.S. only): +1 (866) 796-3419

By Facsimile (For Eligible Institutions only): +1 (212) 709-3328
Confirmation: +1 (212) 269-5552
Attention: Andrew Beck

Any questions or requests for assistance or for additional copies of the Offer Documents may be directed to the Tender and Information Agent at one of its telephone numbers above. A Holder (or a beneficial owner that is not a Holder) may also contact Banco BTG Pactual at its telephone number set forth below or its broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer Documents.

Banco BTG Pactual
(acting through its Luxembourg Branch):

Banco BTG Pactual

Praia de Botafogo, 501, 5º e 6º andares,
Rio de Janeiro, RJ–22250-040, Brazil
+55 21 3262-9717