Banco Comercial Portugues prolongs exchange for notes, preferreds

By Jennifer Chiou

New York, Oct. 4 - Banco Comercial Portugues, SA said it has once more extended the exchange offer for BCP Finance Bank, Ltd.'s €400 million of floating-rate subordinated callable step-up notes due December 2016, BCP Finance Co.'s €500 million of series C perpetual non-cumulative guaranteed non-voting step-up preference shares and BCP Finance's €500 million of series D perpetual non-cumulative guaranteed non-voting step-up preference shares, this time to 11 a.m. ET on Oct. 6.

The offer was previously scheduled to end at 11 a.m. ET on Sept. 29.

The Lisbon-based bank is offering to exchange any and all of the notes and up to a combined €850 million of the two series of preferreds. The cap for the preferreds was augmented from €500 million.

Thus far, holders have tendered €242,741,000, or 60.69%, of the notes, €397,485,100, or 79.49%, of the series C preferreds and €325,426,000, or 65.09%, of the series D preferreds, unchanged from Sept. 30.

Holders who exchange can elect to receive either 9¼% senior notes due Oct. 12, 2014 issued by Banco Comercial Portugues or 13% subordinated securities due Oct. 12, 2021 issued by BCP Finance Bank, Ltd.

The exchange ratio is 75% for the notes and 60% for the preferreds. Holders will also receive accrued interest or dividends.

The new notes are not callable. The first call date is Dec. 21 for the notes, June 9, 2014 for the series C preferreds and Oct. 13, 2015 for the series D preferreds.

The new securities will be issued in multiples of €50,000. If the amount of old securities exchanged would result in the issuance of a principal amount of new securities that is not an integral multiple of €50,000, the bank will round down the amount of securities to be issued to the nearest multiple of €50,000 and pay the difference in cash.

Holders who do not hold enough notes or preferreds to result in the issuance of at least €50,000 of new securities may be eligible to receive a cash amount equal to the principal amount of securities tendered multiplied by the applicable exchange ratio.

The offer is one of the initiatives being undertaken to increase the bank's core tier 1 ratio to 9% by the end of 2011.

Settlement is now anticipated for Oct. 13.

Banco Comercial Portugues, through its Millennium investment banking division (351 217 213 131 or 351 217 313 123), and J.P. Morgan Securities Ltd. (44 20 7779 2468 or 44 20 7325 4851) are the dealer managers. Lucid Issuer Services Ltd. (44 207 704 0880) is the exchange agent.

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