Filed pursuant to Rule 433
Registration Statement No. 333-142116
September 15, 2010
Relating to Preliminary Prospectus Supplement
dated September 14, 2010
FEDERATIVE REPUBLIC OF BRAZIL – FINAL PRICING TERMS
| Issuer | Federative Republic of Brazil | |
| Transaction | 5.625% Global Bonds due 2041 | |
| Ratings* | Baa3/BBB-/BBB- (Positive / Stable /Positive) | |
| Distribution | SEC Registered | |
| Amount Issued | US$50,000,000 (brings total size to US$1,825,000,000) | |
| Gross Proceeds | US$53,203,500 (not including accrued interest) | |
| Coupon | 5.625% 30/360-day count basis | |
| Maturity | January 7, 2041 | |
| Offering Price | 106.407% (plus accrued interest totaling US$578,125 or US$11.562 per US$1,000 principal amount of global bonds, from July 7, 2010 to, but not including, September 21, 2010) | |
| Yield to Maturity | 5.202% | |
| Reference Benchmark Bond | UST 3 7/8% due August 15, 2040 | |
| Benchmark Yield | 3.782% | |
| Benchmark Price | 101-21 | |
| Reoffer Spread | +142 bps | |
| Underwriting Fee | 0.25% | |
| Denominations (Min / Increment) | US$100,000/US$1,000 | |
| Interest Pay Dates | January 7 and July 7 | |
| First Interest Payment Date | January 7, 2011 | |
| Optional Redemption | The global bonds may be redeemed at the option of Brazil in whole or in part by paying a redemption price equal to the principal amount of the global bonds plus a Make-Whole Amount at the Treasury Rate plus 25 basis points plus accrued interest on the principal amount of the global bonds to the date of redemption. | |
| Pricing Date | September 15, 2010 | |
| Settlement Date | September 21, 2010 (T+4) | |
| CUSIP / ISIN | 105756BR0 / US105756BR01 | |
| Listing | Euro MTF Market Luxembourg | |
| Bookrunners | HSBC Securities (USA) Inc. Itaú USA Securities Inc. | |
| Co-Manager(s) | BB Securities Ltd. BNP Paribas Securities Corp. | |
| Underwriting Commitments | HSBC Securities (USA) Inc.: US$24,500,000 Itaú USA Securities Inc.: US$24,500,000 BB Securities Ltd.: US$500,000 BNP Paribas Securities Corp.:US$500,000 | |
A preliminary prospectus supplement of Brazil accompanies the free-writing prospectus and is available from the SEC’s website at:
http://www.sec.gov/Archives/edgar/data/205317/000119312510209667/d424b5.htm
The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the Securities and Exchange Commission for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it from your sales representative at HSBC Securities (USA) Inc., calling toll-free 1-866-811-8049 or at Itaú USA Securities, Inc., calling 212-710-6749
* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
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