Pricing Supplement dated May 11, 2011 HSBC Bank Brasil S.A. Banco Múltiplo (a sociedade por ações incorporated in the Federative Republic of Brazil) U.S.$3,000,000,000 Global Medium-Term Note Programme Series No: 1 U.S.$500,000,000 4.00% Senior Notes due 2016 Issue price: 99.713% This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the Conditions ) set forth in the Listing particulars dated May 11, 2011. The Pricing Supplement must be read in conjunction with such Listing Particulars. The Listing particulars is available for viewing at the registered office of the Issuer. Lead Manager and Bookrunner HSBC Co-Managers Banco Votorantim Bradesco BBI
THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT). THE PRICING SUPPLEMENT AND THE OFFERING MEMORANDUM HAVE BEEN PREPARED BY THE ISSUER FOR USE IN CONNECTION WITH THE OFFER AND SALE OF THE NOTES OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN RELIANCE ON REGULATION S AND WITHIN THE UNITED STATES TO "QUALIFIED INSTITUTIONAL BUYERS" IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") AND FOR LISTING OF THE NOTES ON THE GLOBAL EXCHANGE MARKET OF THE IRISH STOCK MARKET. THE NOTES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF THE NOTES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. AS A PROSPECTIVE PURCHASER, YOU SHOULD BE AWARE THAT YOU MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS AND SALES OF THE NOTES AND DISTRIBUTION OF THE PRICING SUPPLEMENT AND THE OFFERING MEMORANDUM, SEE "SUBSCRIPTION AND SALE" AND "TRANSFER RESTRICTIONS" CONTAINED IN THE OFFERING MEMORANDUM. BY ITS PURCHASE AND HOLDING OF THIS NOTE (OR ANY INTEREST THEREIN), THE PURCHASER OR HOLDER WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT EITHER (A) IT IS NOT AND FOR SO LONG AS IT HOLDS THIS NOTE (OR ANY INTEREST HEREIN) WILL NOT BE (I) AN EMPLOYEE BENEFIT PLAN AS DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ( ERISA ) THAT IS SUBJECT TO TITLE I OF ERISA, (II) A PLAN AS DEFINED IN AND SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE CODE ), (III) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED FOR PURPOSES OF ERISA OR THE CODE TO INCLUDE PLAN ASSETS BY REASON OF SUCH EMPLOYEE BENEFIT PLAN S OR PLAN S INVESTMENT IN THE ENTITY, OR (IV) A GOVERNMENTAL OR OTHER BENEFIT PLAN WHICH IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL, OR NON- U.S. LAW, THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, OR (B) ITS PURCHASE, HOLDING AND DISPOSITION OF THIS NOTE (OR ANY INTEREST THEREIN) WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF SUCH A GOVERNMENTAL OR OTHER EMPLOYEE BENEFIT PLAN, ANY SUCH SUBSTANTIALLY SIMILAR U.S. FEDERAL, STATE, OR LOCAL, OR NON-U.S. LAW) FOR WHICH AN EXEMPTION IS NOT AVAILABLE. THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE ACCURACY OR THE ADEQUACY OF THE PRICING SUPPLEMENT OR THE OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. - 2 -
NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS AMENDED, WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. - 3 -
1. Issuer: HSBC Bank Brasil S.A. Banco Múltiplo (acting through its principal office in Brazil) 2. Series Number: 1 3. Specified Currency or Currencies: United States Dollars ( U.S. Dollars or U.S.$ ) 4. Aggregate Nominal Amount: U.S.$500,000,000 5. (i) Issue Price: 99.713 per cent. of the Aggregate Nominal Amount (ii) Gross proceeds: U.S.$498,565,000 6. Specified Denominations: U.S.$200,000 and integrated multiples of U.S.$1,000 in excess thereof 7. (i) Issue Date: May 11, 2011 (ii) Interest Commencement Date: (iii) Record Date(s) May 11, 2011 May 1 and November 1 8. Maturity Date: May 11, 2016 9. Interest Basis: Fixed Rate 10. Redemption/Payment Basis: Redemption at par 100% of the nominal amount of the Notes plus accrued but unpaid interest to the redemption date 11. Change of Interest or Redemption/Payment Basis: 12. Put/Call Option: 13. Status of the Notes: Senior 14. Listing: Application has been made to list the Notes on the Global Exchange Market of the Irish Stock Market. 15. Method of distribution: Syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 16. Fixed Rate Note Provisions: Applicable (i) Rate(s) of Interest: 4.00 per cent. per annum payable semi-annually in arrears (ii) Interest Payment Date(s): May 11 and November 11 in each year commencing November 11, 2011 (iii) Arrears Rate (iv) Fixed Coupon Amount(s): U.S.$40.00 per Note of U.S.$1,000 per annum (v) Broken Amount(s): (vi) Day Count Fraction: 30/360 (vii) Determination Date(s): - 4 -
(viii) Business Day Convention: Following Business Day Convention (ix) Business Centre(s): (x) Other terms relating to the method of calculating interest for Fixed Rate Notes: (xi) Final Instalment Amount 17. Floating Rate Note Provisions: PROVISIONS RELATING TO REDEMPTION 18. Zero Coupon Note Provisions: 19. Dual Currency Note Provisions: 20. Call Option: 21. Put Option: 22. Final Redemption Amount of each Note: (i) Alternative Payment Mechanism: 23. Early Redemption Amount (Tax): 100% of the nominal amount of the Notes plus accrued and unpaid interest to the date of redemption (i) Date after which Issuer may redeem for tax: May 11, 2011 GENERAL PROVISIONS APPLICABLE TO THE NOTES 24. Form of Notes: Global Notes Restricted Global Notes and Unrestricted Global Notes 25. Details relating to Partly Paid Notes; amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: 26. Details relating to Instalment Notes: 27. Redenomination, renominalisation and reconventioning provisions: 28. Other terms or special conditions: - 5 -
DISTRIBUTION 29. (i) If syndicated, names of Managers: Banco Bradesco S.A. Grand Cayman Branch 1 Banco Votorantim S.A. Nassau Branch 2 (ii) Stabilising Manager (if any): HSBC Securities (USA) Inc. (iii) Commissions and Concessions: Underwriting fee of 25 basis points 30. If non-syndicated, name of Dealer(s): 31. Additional selling restrictions: OPERATIONAL INFORMATION 32. Delivery Date: T+5. The Issuer expects to deliver the Notes against payment for the Notes on or about the fifth business day following the date specified above. Since trades in the secondary market generally settle in three business days, purchasers who wish to trade Notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify alternative arrangements to prevent a failed settlement. (i) CUSIP: Rule 144A CUSIP 40432TAA8; Regulation S CUSIP 40432UAA5 (ii) ISIN: Rule 144A ISIN US40432TAA88; Regulation S ISIN US40432UAA51 (iii) Other: 33. Common Code: 34. Any clearing system(s) other than DTC and the relevant identification number(s): 35. Delivery: Delivery against payment 36. Principal Paying Agent: The Bank of New York Mellon Trust (Japan) Ltd. 37. Registrar: The Bank of New York Mellon 38. Calculation Agent: 39. Trustee: The Bank of New York Mellon 1 2 Bradesco Securities Inc. will act as agent of Banco Bradesco BBI S.A. for sales of the notes in the United States of America. Banco Bradesco BBI S.A. is not a broker-dealer registered with the SEC, and therefore may not make sales of any notes in the United States to U.S. persons. Banco Bradesco BBI S.A. and Bradesco Securities Inc. are affiliates of Banco Bradesco. Banco Votorantim Securities, Inc. will act as agent of Banco Votorantim S.A (acting through its Nassau Branch) for sales of Notes in the United States. Banco Votorantim Securities, Inc. shall act as an introducing broker-dealer and shall not agree to subscribe, underwrite or hold the Notes as principal. Any sale of Notes to an investor introduced by Banco Votorantim Securities, Inc. shall be made by or through one of the Managers. Any fees from any such sales involving Banco Votorantim Securities, Inc. shall be paid solely by Banco Votorantim S.A. (acting through its Nassau Branch) in its capacity as a Manager. - 6 -
40. Additional Agent(s) (if any): LISTING APPLICATION This Pricing Supplement comprised the Pricing Supplement required to list the issue of Notes described herein pursuant to the U.S.$3,000,000,000 Global Medium Term Note Programme of HSBC Bank Brasil S.A. Banco Múltiplo. STABILISING In connection with the issue of the Notes, HSBC Securities (USA) Inc. (the "Stabilising Manager") (or persons acting on behalf of the Stabilising Manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or over allotment shall be conducted in accordance with applicable law. RESPONSIBILITY The Issuer accepts responsibility for the information contained in this Pricing Supplement which, when read together with the Offering Memorandum referred to above, contain all information that is material in the context of the Notes. EXPECTED RATINGS OF NOTES The Notes are expected to be rated "BBB-" by S&P and "Baa2" by Moody s. The Notes ratings above are not a recommendation to buy, sell or hold the Notes offered hereby. The ratings may be subject to revision or withdrawal at any time by S&P and Moody s. Each of the Notes ratings above should be evaluated independently of any other security rating. GOVERNING LAW AND JURISDICTION The Notes and any non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, English law. The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with the Notes or the Trust Deed and accordingly any legal action or proceedings arising out of or in connection with the Notes or the Trust Deed may be brought in such courts. MATERIAL ADVERSE CHANGE STATEMENT There has been no significant change in the financial or trading position of the Issuer since December 31, 2010 and no material adverse change in the financial position or prospects of the Issuer since December 31, 2010-7 -