Nu Holdings Ltd. (NYSE: NU | B3: NUBR33), (“Nu”), one of the world’s largest digital banking platforms and one of the leading technology companies in the world, today announced the launch of its initial public offering, consisting of an international offering of up to 289,150,555 Class A ordinary shares pursuant to a registration statement on Form F-1 filed with the U.S. Securities and Exchange Commission (“SEC”), and a concurrent offering in Brazil of Class A ordinary shares in the form of Brazilian depositary receipts (“BDRs”) to be registered with the Brazilian Securities Commission (“CVM”), each BDR representing 1/6th of a Class A ordinary share (together, the “global offering”). The number of Class A ordinary shares to be sold in the international offering may be reduced by a portion of the Class A ordinary shares that are initially being offered in the form of BDRs in the concurrent Brazilian offering. The estimated price range for the international offering is US$8.00 to US$9.00 per Class A ordinary share, and the estimated price range for the concurrent Brazilian offering is R$7.45 to R$8.38 per BDR, based on the November 26, 2021 exchange rate of R$5.5865 to US$1.00 published by the Central Bank of Brazil, and considering that each BDR will represent 1/6th of a Class A ordinary share. Nu has been approved to list its Class A ordinary shares on The New York Stock Exchange under the symbol “Nu,” and intends to trade the BDRs with the B3 S.A. – Brasil, Bolsa, Balcão under the symbol “NUBR33.”
Certain funds and accounts advised by Baillie Gifford Overseas Ltd. or one of its affiliates; one or more funds or accounts managed by the Counterpoint Global (Morgan Stanley Investment Management Inc.); one or more entities affiliated with Dragoneer Investment Group, LLC; certain funds and accounts advised by the subsidiaries of Invesco Ltd.; certain funds or accounts advised or managed by J.P. Morgan Investment Management Inc. and affiliates thereof; certain entities and accounts managed by or affiliated with Sands Capital Management, LLC; SBLA Holdings (Cayman) L.P. and SLA Holdco I LLC (also known as the SoftBank Latin America Funds); Sequoia Capital Global Equities, an affiliate of Sequoia Capital; one or more entities affiliated with TCV; and one or more entities affiliated with Tiger Global Management, LLC (collectively, the “cornerstone investors”) have indicated an interest in purchasing an aggregate amount of at least US$1.3 billion of our Class A ordinary shares in the international offering at the initial public offering price. These indications of interest have been made severally and not jointly. Because these indications of interest are not binding agreements or commitments to purchase, the cornerstone investors may decide to purchase more, fewer, or no shares in this offering, or the underwriters may decide to sell more, fewer or no shares to the cornerstone investors. The underwriters, as a group, will receive the same discount on any Class A ordinary shares purchased by the cornerstone investors as they will from any other Class A ordinary shares sold to the public in the international offering.
In connection with the international offering, Nu expects to grant the underwriters a 30-day option to purchase up to an additional 28,571,429 Class A ordinary shares at the initial public offering price, less underwriting discounts and commissions.
Nu intends to use the net proceeds from the offering for general corporate purposes, including working capital, operating expenses, and capital expenditures. Additionally, Nu may use a portion of the net proceeds to acquire or invest in businesses, products, services, or technologies.
The offering is being made through an underwriting group led by Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and Nu Invest Corretora de Valores S.A..
The offering will be made only by means of a prospectus. When available, copies of the preliminary prospectus may be obtained by contacting: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, or by telephone at (866) 471-2526; or Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at (800) 831-9146.
A registration statement on Form F-1, including a prospectus which is preliminary and subject to completion, relating to the Class A ordinary shares has been filed with the SEC, but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov. The Brazilian offering of the BDRs has been registered with and approved by the CVM. This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor will there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.