NOTICE TO THE MARKET
BANCO BTG PACTUAL S.A. ("BTG Pactual"), hereby announces to its shareholders and the market in general the beginning, on this date, of an offering, by BTG Pactual (through its Luxembourg branch) of a partial buyback ("Note Buyback") totaling up to three hundred and ninety million dollars (US$390,000,000.00) ("Maximum Amount") of the Perpetual Non-cumulative Junior Subordinated Notes issued by BTG Pactual ("Notes") ("Buyback Offer"). The Note Buyback was duly authorized by the Brazilian Central Bank on October 31, 2017.
The Buyback Offer is being carried out pursuant to the terms and conditions set forth in the documents referring to the Buyback of Notes ("Documents of the Buyback Offer").
The table below shows the terms and conditions of the Note Buyback Offer:
|Notes||CUSIP Number||ISIN Code||Outstanding Value of the Principal||Applicable Buyback Value|
|8.750% Perpetual Non-Cumulative Junior Subordinated Notes||144A Note CUSIP: 05952V AA6
Regulation S Note CUSIP: P0779L AA3
|144A Note ISIN: US05952VAA61
Regulation S Note ISIN: USP779LAA37
|US$1,300,000,000.00||US$1,000.00 per US$1,000.00 of the face value of the Notes accepted in the Note Buyback, plus interest|
The Buyback Offer will end at 11:59 p.m., US EDT, on December 1, 2017, except if said date is changed pursuant to the Documents of the Buyback Offer. If the principal amount of the offered Notes exceeds the Maximum Amount, BTG Pactual will pay the Notes to its respective holders on a pro-rata basis, so that the maximum amount to be spent does not exceed the Maximum Amount, plus interest incurred since the last payment of interest on the Notes effectively offered until the settlement date of the Buyback Offer.
This Notice to the Market is not to be construed as a solicitation, offer, invitation or inducement to buy or sell any securities in the United States of America or any other country, nor should it be, partially or totally, as a result of its disclosure, used as basis for or deemed as any such contract or in relation thereto. The Buyback Offer is only carried out in accordance with and based on the Documents of the Buyback Offer. BTG Pactual does not recommend the holders of the Notes to accept the Buyback Offer.
The Buyback Offer should not be carried out in Brazil, except under circumstances that do not constitute an unauthorized public offering according to Brazilian laws and regulations.
For further clarification on the procedures of the Note Buyback and its respective terms and conditions, please refer to the press release made available on November 1, 2017 by D.F. King & Co., Inc. on www.dfking.com/btgpactual.
São Paulo, November 01, 2017.
BANCO BTG PACTUAL S.A.
João Marcello Dantas Leite
Investor Relations Officer
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