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Rating Action:

Moody's reviews down HSBC Brasil's deposit rating; affirms Bradesco's ratings

05 Aug 2015

New York, August 05, 2015 -- Moody's Investors Service has today placed on review for downgrade HSBC Bank Brasil S.A. -- Banco Múltiplo's (HSBC Brasil) long- and short-term global local currency deposit ratings of A2 and Prime 1, the long-term foreign currency senior unsecured debt rating of Baa1, and the (P)Baa1 long-term foreign currency senior unsecured debt rating assigned to GMTN Program. Moody's also placed on review for downgrade the a2 Adjusted Baseline Credit Assessment (BCA), as well as the long- and short-term counterparty risk assessments of A1(cr) and Prime-1(cr). At the same time, Moody's affirmed HSBC Brasil's long- and short-term foreign currency deposit ratings of Baa2 and Prime-2, the Brazilian national scale deposit ratings of Aaa.br and BR-1, and the short-term foreign currency senior unsecured debt rating, assigned to GMTN Program, of (P)Prime 2. The standalone BCA of baa3 remains unchanged.

The rating review follows HSBC Holdings Plc's announcement that it reached an agreement to sell HSBC Brasil to Banco Bradesco S.A, subject to regulatory approval.

At the same time, Moody's affirmed all ratings assigned to Banco Bradesco S.A. (Bradesco), including the bank's long-term global local and foreign currency deposits ratings of Baa2 and Prime-2, the foreign currency senior unsecured ratings of Baa2, and the long and short-term Brazilian national scale deposit ratings of Aaa.br and BR-1. We are also affirming açll ratings assigned to Banco Bradesco S.A. Grand Cayman Branch. Banco Bradesco's baseline credit assessment of baa2 and the Counterparty Risk Assessment of Baa1(cr)/Prime-2(cr) assigned to both Banco Bradesco and Banco Bradesco Cayman Branch remain unchanged. The ratings assigned to Bradesco have a negative outlook, in line with the outlook on Brazil's sovereign bond rating of Baa2.

The following assessments and ratings of HSBC Brasil were placed on review for downgrade:

Adjusted baseline credit assessment of a2

Global local-currency deposit ratings of A2 and Prime-1;

Long-term foreign currency senior unsecured debt rating of Baa1;

Long-term foreign currency senior unsecured debt rating, assigned to GMTN Program, of (P)Baa1.

Long-term counterparty risk assessment of A1(cr)

Short-term counterparty risk assessment of Prime-1(cr)

The following ratings of HSBC Brasil were affirmed:

Foreign-currency deposit ratings of Baa2, with negative outlook;

Short-term foreign currency deposit rating of Prime-2

Short-term foreign currency senior unsecured debt rating, assigned to GMTN Program, of (P)Prime-2;

Brazilian national scale deposit ratings of Aaa.br and BR-1.

The following ratings of Banco Bradesco S.A. were affirmed:

Global local currency deposit ratings of Baa2, with negative outlook;

Global local currency short-term deposit rating of Prime-2

Foreign currency deposit ratings of Baa2, with negative outlook;

Foreign currency short-term deposit rating of Prime-2

Long-term foreign currency senior unsecured MTN rating of (P)Baa2;

Brazilian national scale deposit ratings of Aaa.br and of BR-1.

The following ratings assigned to Banco Bradesco S.A. Grand Cayman Branch were affirmed:

Long-term foreign currency senior unsecured MTN rating of (P)Baa2;

Long-term foreign currency senior unsecured debt rating of Baa2, with negative outlook;

Foreign currency subordinated unsecured debt rating of Baa3.

RATINGS RATIONALE

HSBC BRASIL

The review for downgrade on the local currency deposit rating will consider the implications that the proposed transaction holds for the level of parental support that is incorporated in HSBC Brasil's ratings, both before and after the transaction closes. In the short-term, the review will consider whether the announcement may indicate a reduction in the willingness of the HSBC Holdings' to provide support to its Brazilian subsidiary, should this prove necessary. Moody's has historically viewed the likelihood that HSBC Holdings will provide support as very high, which translates to four notches of uplift to the HSBC Brasil's Adjusted BCA from its standalone credit assessment. The review also reflects the likely future ratings implications of the change in the ownership of HSBC Brasil that will take place when the bank is acquired by Banco Bradesco. Once the sale is completed, HSBC Brasil will no longer benefit from parent support provided by HSBC Holdings (A1 stable). When the transaction closes, the bank's obligations will be assumed directly by Bradesco (Baa2 negative; baa2 BCA) and thus, ratings will be affected accordingly. Under any scenario, HSBC Brasil's debt and deposit ratings are likely to experience a multi-notch downgrade upon consummation of the transaction.

Because HSBC Brasil will maintain its standalone franchise until the deal is completed, its BCA of baa3 is not affected by this rating action. The bank's BCA continues to reflect its low nonperforming loan ratio, substantial loan loss reserves, and high level of liquid resources; although it is also challenged by poor profitability, low adjusted capitalization levels as measured by Moody's ratio of Tangible Common Equity to Risk-Weighted Assets, and large volume of market funding used to meet the Group's internal liquidity requirements.

BANCO BRADESCO

In affirming Bradesco's ratings and maintaining unchanged the baa2 BCA, Moody's acknowledges the positive implications of the transaction for Bradesco's franchise. According to the presentation held by Bradesco's management on August 30,2 015, Bradesco's market shares of deposits and assets will increase by 310 basis points and 220 basis points, respectively, reinforcing its position as Brazil's second largest privately-owned bank. This acquisition also adds an important costs and revenues synergies and a high-income client base and provides Bradesco important cross-selling advantages as the bank leverages new business from it wide banking and insurance platforms, increasing future fee-based earnings generation opportunities.

However, the transaction will also result in an expected decline in capitalization of nearly 300 basis pointsaccording to estimates provided by Bradesco, resulting from the high amount of goodwill that the bank will record as a result of the acquisition based on the 1.8x tangible book value paid for HSBC Brazilian operations. This will reduce common equity Tier 1 ratio to 10%, still above the minimum 7%, but which, however, does not consider the countercyclical buffers that will be required by 2018. While Bradesco's strong earnings generation, which will be enhanced by this transaction, and moderate loan growth expected for the next two years should help it to replenish its capital in the coming years, these efforts will continue to be challenged by Brazil's deteriorating operating environment.

The negative outlook on Bradesco's BCA of baa2 and global deposit and senior debt ratings of Baa2 also consider the negative outlook of the sovereign rating. Consequently, should the sovereign be downgraded, Bradesco is likely to be downgraded as well, even if it is able to fully replenish capitalization to current levels.

LAST RATING ACTION

Moody's took its last rating action on HSBC Bank Brazil on 11 May 2015, when the rating agency downgraded its standalone BCA to baa3 from baa2, downgraded its Adjusted BCA to a2 from a1, and downgraded the long-term global local currency deposit ratings to A2. This action was taken in view of the conclusion of the rating review announced following the implementation of the new Banks methodology in March 2015.

The last rating action on Banco Bradesco S.A. was on 11 May 2015 when Moody's downgraded its standalone BCA to baa2 from baa1, downgraded its long-term local currency deposit rating to Baa2 from Baa1, and the foreign currency senior unsecured debt rating to Baa2 from Baa1. At the same time, the bank's global short-term deposit ratings were affirmed at Prime-2 as well as its Brazilian long-term and short-term national scale deposit ratings of Aaa.br and BR-1. This action was taken in view of the conclusion of the rating review announced following the implementation of the new Banks methodology in March 2015. The outlook on the banks' global ratings is negative, in line with the negative outlook on the Baa2 sovereign bond rating outlook.

The last rating action on Banco Bradesco S.A. Grand Cayman Branch was on 11 May 2015 when Moody's downgraded its long-term foreign currency senior unsecured debt rating to Baa2 from Baa3, and its foreign currency subordinated debt rating to Baa3 from Baa2. Both ratings remained on negative outlook in line with the negative on Banco Bradesco S.A.'s ratings, which are aligned to the sovereign bond rating outlook.

METHODOLOGY USED

The principal methodology used in these ratings was Banks published in March 2015. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

Moody's National Scale Credit Ratings (NSRs) are intended as relative measures of creditworthiness among debt issues and issuers within a country, enabling market participants to better differentiate relative risks. NSRs differ from Moody's global scale credit ratings in that they are not globally comparable with the full universe of Moody's rated entities, but only with NSRs for other rated debt issues and issuers within the same country. NSRs are designated by a ".nn" country modifier signifying the relevant country, as in ".za" for South Africa. For further information on Moody's approach to national scale credit ratings, please refer to Moody's Credit rating Methodology published in June 2014 entitled "Mapping Moody's National Scale Ratings to Global Scale Ratings".

HSBC Bank Brasil S.A. -- Banco Multiplo is headquartered in São Paulo, Brazil, and had total assets of BRL168 billion ($63 billion) and total equity of BRL9.7 billion ($3.7 million) as of 31 December 2014.

Banco Bradesco S.A. is headquartered in São Paulo, Brazil and had total consolidated assets of BRL1,029.8 billion ($331.5 billion) and equity of BRL87 billion ($28 billion) as of 30 June 2015.

REGULATORY DISCLOSURES

For ratings issued on a program, series or category/class of debt, this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this rating action, and whose ratings may change as a result of this rating action, the associated regulatory disclosures will be those of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to jurisdiction: Ancillary Services, Disclosure to rated entity, Disclosure from rated entity.

The following information supplements Disclosure 10 ("Information Relating to Conflicts of Interest as required by Paragraph (a)(1)(ii)(J) of SEC Rule 17g-7") in the regulatory disclosures made at the ratings tab on the issuer/entity page on www.moodys.com for each credit rating:

Moody's was not paid for services other than determining a credit rating in the most recently ended fiscal year by the person that paid Moody's to determine this credit rating.

The below contact information is provided for information purposes only. Please see the ratings tab of the issuer page at www.moodys.com, for each of the ratings covered, Moody's disclosures on the lead analyst and the Moody's legal entity that has issued the ratings.

Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating.

Alexandre Albuquerque
Asst Vice President - Analyst
Financial Institutions Group
Moody's America Latina Ltda.
Avenida Nacoes Unidas, 12.551
16th Floor, Room 1601
Sao Paulo, SP 04578-903
Brazil
JOURNALISTS: 800-891-2518
SUBSCRIBERS: 55-11-3043-7300

M. Celina Vansetti
MD - Banking
Financial Institutions Group
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Releasing Office:
Moody's Investors Service, Inc.
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JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Moody's reviews down HSBC Brasil's deposit rating; affirms Bradesco's ratings
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