BRMalls begins modified Dutch auction for $30 million 9¾% perpetuals

By Susanna Moon

Chicago, Nov. 25 - BRMalls Participacoes SA said its wholly owned finance subsidiary BRMalls International Finance Ltd. began a cash tender offer for up to $30 million principal amount of the issuer's $175 million of 9¾% perpetual notes at a purchase price set by a modified Dutch auction.

Payout will be set on a base price of $500 per $1,000 principal amount of notes plus a clearing premium based on the bid price by holders who tender their notes. Each bid price must fall within the range of $500 to $600.

If investors tender more than $30 million principal amount of notes, the issuer will first accept for purchase notes tendered at a bid premium less than the clearing premium.

The issuer will pay accrued interest.

Each bid price submitted will include an early participation payment of $25.00 per note tendered by 5 p.m. ET on Dec. 9.

The tender offer is scheduled to expire at 11:59 p.m. ET on Dec. 23.

The offer is conditioned upon the receipt of at least $30 million principal amount of notes, a currency exchange rate between the Brazilian real and the dollar of less than R$2.40 for $1.00 on the expiration date and the absence of certain decreases in specified stock market indexes. The offer is not conditioned on financing.

Citi (800 558-3745 or collect 212 723-6108) is dealer manager. Deutsche Bank Trust Co. Americas (800 735-7777) is the depositary and information agent. Deutsche Bank Luxembourg SA is the Luxembourg tender agent.

BR Malls is a Rio de Janeiro-based owner and operator of shopping malls.

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