Itau Unibanco Holding S.A 6-K, filed Feb 20, 2020
Itau Unibanco Holding S.A. (ITUB)
About this 6-K
Itau Unibanco Holding S.A filed this 6-K on February 20, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of February, 2020
Commission File Number: 001-15276
Itaú Unibanco Holding S.A.
(Exact name of registrant as specified in its charter)
Itaú Unibanco Holding S.A.
(Translation of Registrant’s Name into English)
Praça Alfredo Egydio de Souza Aranha, 100-Torre Conceicao
CEP 04344-902 São Paulo, SP, Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82–
EXHIBIT INDEX
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99.1 |
ANNOUNCEMENT TO THE MARKET |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 19, 2020.
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Itaú Unibanco Holding S.A |
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By: |
/s/ Alexsandro Broedel |
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Name: |
Alexsandro Broedel |
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Title: |
Group Executive Finance Director and Head of Investor Relations |
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By: |
/s/ Milton Maluhy Filho |
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Name: |
Milton Maluhy Filho |
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Title: |
Chief Financial Officer |
1
ITAÚ UNIBANCO HOLDING S.A.
CNPJ 60.872.504/0001-23 A Publicly Listed Company NIRE 35300010230
Announcement to the Market
Perpetual Tier 1 Subordinated Notes – February 2020
Itaú Unibanco Holding S.A. (“Company”) hereby announces to its stockholders and to the market
that today it priced the offering of Tier 1 subordinated perpetual notes (“Notes”), in the aggregate
principal amount of US$700 million, to be issued by the Company on February 27, 2020
(“Issuance”).
The Notes will be issued at a fixed rate of 4.625% which will be applicable until the fifth
anniversary of the date of the Issuance. Thereafter, the coupon will be reset every five years based
on the prevailing rate for United States Treasury bonds for the same tenor. The offer price of the
Notes was 100% of its par value, resulting in a yield to investors of 4.625% until the fifth
anniversary of the date of the Issuance.
Subject to the prior approval of the Central Bank or any other applicable Brazilian Governmental
Authority, as applicable, the Tier 1 Subordinated Notes may be repurchased by the Company on
the fifth anniversary of the date of the Issuance or on any interest payment date thereafter.
The Company will request approval of the Central Bank of Brazil for the Notes to be included in
its Regulatory Capital as Additional Tier 1 Capital, adding 35 bps(1) to the Company’s BIS ratio.
The Issuance is not subject to registration with U.S. Securities and Exchange Commisssion
(“SEC”), according to and under the Securities Act of 1933, as amended (the “Securities Act”),
neither it is subject to registration in Brazil with Comissão de Valores Mobiliários (“CVM”) in
accordance with applicable law and regulations.
The Notes were offered only to qualified institutional buyers as defined by Rule 144A under the
Securities Act, and to non-U.S. persons outside the United States under Regulation S under the
Securities Act.
This announcement to the market shall not constitute an offer to sell or the solicitation of an offer
to buy the Notes, nor shall there be any sale of the Notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
São Paulo (SP), February 19, 2020.
ALEXSANDRO BROEDEL
Group Executive Finance Director and Head of Investor Relations
(1) Considering the exchange rate as of February 19th, of R$4.36 for US$1.00.