RIO DE JANEIRO, Brazil,
June 1, 2016 /PRNewswire/
-- Petróleo Brasileiro S.A. –
Petrobras ("Petrobras") (NYSE: PBR) hereby announces results and
amendments with respect to the previously announced tender offers
by its wholly-owned subsidiary Petrobras Global Finance B.V.
("PGF").
Waterfall Tender Offers
Petrobras hereby announces that
holders of US$7,523,494,000 and
€1,920,133,000 principal amount of the outstanding notes of the
series set forth in the table below issued by PGF (the "Waterfall
Notes"), tendered their Waterfall Notes at or prior to 5:00 p.m., New York
City time, on May 31, 2016
(the "Waterfall Early Tender Date"), pursuant to PGF's previously
announced waterfall tender offers (the "Waterfall Tender
Offers").
The following table summarizes the early tender results as of
the Waterfall Early Tender Date and the principal amount of
Waterfall Notes that PGF has accepted for purchase, as well as the
proration factor for the 3.000% Global Notes due January 2019 (the "2019 Notes"):
Title of
Security
|
|
CUSIP /
ISIN
|
|
Principal
Amount
Outstanding
|
|
Acceptance
Priority
Level
|
|
Total
Consideration(1)
|
|
Principal
Amount
Tendered
|
|
Principal
Amount
Accepted for Purchase
|
|
Proration
Factor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.500% Global
Notes
due February 2017
|
|
71645WAU5 /
US71645WAU53
|
|
US$1,750,000,000
|
|
1
|
|
US$1,007.50
|
|
US$1,002,517,000
|
|
US$1,002,517,000
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.250% Global Notes
due March 2017
|
|
71647NAG4 /
US71647NAG43
|
|
US$1,600,000,000
|
|
2
|
|
US$1,005.00
|
|
US$1,200,981,000
|
|
US$1,200,981,000
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating Rate
Global
Notes due March 2017
|
|
71647NAJ8 /
US71647NAJ81
|
|
US$1,400,000,000
|
|
3
|
|
US$1,006.25
|
|
US$1,232,555,000
|
|
US$1,232,555,000
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.750% Global Notes
due January 2018
|
|
NA/XS0982711631
|
|
€1,500,000,000
|
|
4
|
|
€985.00
|
|
€779,060,000
|
|
€779,060,000
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.875% Global Notes
due March 2018
|
|
71645WAM3 /
US71645WAM38
|
|
US$1,750,000,000
|
|
5
|
|
US$1,022.50
|
|
US$1,005,473,000
|
|
US$1,005,473,000
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.875% Global Notes
due March 2018
|
|
NA/XS0716979249
|
|
€1,250,000,000
|
|
6
|
|
€1,011.25
|
|
€531,942,000
|
|
€531,942,000
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.000% Global Notes
due January 2019
|
|
71647NAB5
/
US71647NAB55
|
|
US$2,000,000,000
|
|
7
|
|
US$941.25
|
|
US$989,085,000
|
|
US$65,267,000
|
|
0.06710279(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating Rate Global
Notes due January 2019
|
|
71647NAE9
/
US71647NAE94
|
|
US$1,500,000,000
|
|
8
|
|
US$918.75
|
|
US$733,409,000
|
|
US$0
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.875% Global Notes
due March 2019
|
|
71645WAN1
/
US71645WAN11
|
|
US$2,750,000,000
|
|
9
|
|
US$1,038.75
|
|
US$1,359,474,000
|
|
US$0
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.25% Global
Notes due April 2019
|
|
NA/XS0835886598
|
|
€1,300,000,000
|
|
10
|
|
€945.00
|
|
€609,131,000
|
|
€0
|
|
N/A
|
__________________________
(1) Per US$1,000 or €1,000, as applicable. The
Total Consideration includes an early tender premium equal to
US$30.00 per US$1,000 principal amount for each series of US
dollar denominated Waterfall Notes accepted for purchase, and
€30.00 per €1,000 principal amount for each series of Euro
denominated Waterfall Notes accepted for purchase.
(2) If, after applying such proration
factor, any holder of tendered 2019 Notes would be entitled to a
credit or return of a portion of tendered 2019 Notes that is less
than the minimum denomination of US$2,000, then such portion of the 2019 Notes
tendered by the holder will be rejected, so that only 2019 Notes in
denominations of US$2,000 and
integral multiples of US$1,000 in
excess thereof are purchased.
Because the purchase of Waterfall Notes validly tendered in the
Waterfall Tender Offers would cause PGF to purchase an aggregate
principal amount of Waterfall Notes that would result in an
aggregate amount to be received by holders in excess of
US$6.0 billion (the "Waterfall Tender
Cap"), based on the US dollar exchange rate described herein, PGF
has accepted for purchase all tendered 3.500% Global Notes due
February 2017, 3.250% Global Notes
due March 2017, Floating Rate Global
Notes due March 2017, 2.750% Global
Notes due January 2018, 5.875% Global
Notes due March 2018 and 4.875%
Global Notes due March 2018, only
US$65,267,000 principal amount of the
tendered 2019 Notes and none of the tendered Floating Rate Global
Notes due January 2019, 7.875% Global
Notes due March 2019 and 3.25% Global
Notes due April 2019. PGF will
pay holders of 2019 Notes tendered on or prior to the Waterfall
Early Tender Date on a pro rata basis according to the pro ration
procedures described in the Statement. The early settlement
date on which PGF will make payment for Waterfall Notes accepted in
the Waterfall Tender Offers is expected to be June 3, 2016 (the "Early Settlement Date").
Holders of Waterfall Notes who tender after the Waterfall Early
Tender Date will not have any of their Waterfall Notes accepted for
purchase. Any tendered Waterfall Notes that are not accepted for
purchase will be returned or credited without expense to the
holder's account.
Holders of Waterfall Notes that validly tendered on or prior to
the Waterfall Early Tender Date and whose Waterfall Notes have been
accepted for purchase are entitled to receive the total
consideration set forth in the table above, which includes an early
tender premium as set forth therein, and to receive accrued and
unpaid interest on their accepted Waterfall Notes from the last
interest payment date to, but not including, the Early Settlement
Date. The total cash payment to purchase the accepted Waterfall
Notes will be approximately US$6,059.6
million, based on the US dollar exchange rate described
herein, including accrued and unpaid interest. Waterfall
Notes that have been validly tendered cannot be withdrawn, except
as may be required by applicable law.
The Waterfall Tender Offers will expire at 11:59 p.m., New York
City time, on June 14, 2016 (the "Expiration Date").
The exchange rate used in translating Euro into US dollars was
€1.1133 per US dollar, the applicable exchange rate as of
2:00 p.m., New York City time on May 31, 2016, as reported on Bloomberg screen
page "FXIP" under the heading "FX Rate vs. USD."
Any and All Offer
Petrobras also announces that PGF is
amending the terms of its previously announced offer to purchase
for cash any and all of PGF's 8.375% Global Notes due 2018 (the
"2018 Notes"), and the related solicitation of consents from the
holders of 2018 Notes to (i) eliminate certain covenants and
related provisions in the indenture pursuant to which the 2018
Notes were issued (the "2018 Notes Indenture") and the related
guaranty by Petrobras (the "2018 Notes Guaranty") and (ii) to the
execution and delivery of a supplement to the 2018 Notes Indenture
and an amendment to the 2018 Notes Guaranty in order to effect such
amendments (the "Any and All Offer").
The previously announced early tender
date for the Any and All Offer has been extended to 11:59 p.m., New York
City time, on June 14, 2016,
which is the current expiration date for the Any and All
Offer. The expiration date for the Any and All Offer
continues to be 11:59 p.m.,
New York City time, on the
Expiration Date.
The previously announced total consideration for each
US$1,000 principal amount of 2018
Notes payable to holders of 2018 Notes has been increased from
US$1,078.75 to US$1,100.00, which total consideration includes
an additional fee equal to the applicable early tender premium that
was payable to holders of 2018 Notes tendered on or prior to the
previously announced early tender date. As a result, all
holders, including those who previously tendered, who tender 2018
Notes prior to the Expiration Date are eligible to receive the same
total consideration, and to receive accrued and unpaid interest on
the 2018 Notes accepted for purchase in the Any and All Offer up
to, but excluding, the settlement date.
The previously announced withdrawal date (May 31, 2016) for the Any and All Offer has now
passed. 2018 Notes validly tendered pursuant to the Any and
All Offer may no longer be withdrawn, and any 2018 Notes tendered
prior to the Expiration Date may not be withdrawn.
General
The Any and All Offer and the Waterfall Tender Offers
(collectively, the "Offers to Purchase and Consent Solicitation")
are being made pursuant to the offer to purchase and consent
solicitation statement dated May 17,
2016 (as may be amended or supplemented from time to time,
the "Statement"), and the related consent and letter of transmittal
dated May 17, 2016 (as may be amended
or supplemented from time to time, the "Consent and Letter of
Transmittal"), which set forth in more detail the terms and
conditions of the Offers to Purchase and Consent Solicitation.
PGF has engaged BB Securities Limited, J.P. Morgan Securities
LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Santander Investment Securities Inc. to act as dealer managers and
solicitation agents (the "Dealer Managers") in connection with the
Offers to Purchase and Consent Solicitation. Global
Bondholder Services Corporation is acting as the depositary and
information agent for the Offers to Purchase and Consent
Solicitation.
This press release is not an offer to sell or purchase, nor a
solicitation of an offer to sell or purchase, nor the solicitation
of tenders with respect to, the securities described herein.
The Offers to Purchase and Consent Solicitation are not being made
to holders of notes in any jurisdiction in which PGF is aware that
the making of the Offers to Purchase and Consent Solicitation or
the acceptance of consents would not be in compliance with the laws
of such jurisdiction. In any jurisdiction in which the securities
laws or blue sky laws require the Offer to Purchase and Consent
Solicitation to be made by a licensed broker or dealer, the
respective Offer to Purchase and Consent Solicitation will be
deemed to be made on our behalf by the Dealer Managers or one or
more registered brokers or dealers that are licensed under the laws
of such jurisdiction. Any questions or requests for assistance
regarding the Offers to Purchase and the Consent Solicitation may
be directed to BB Securities Limited at +(44) 207 367 5832, J.P.
Morgan Securities LLC at +1 (866) 846-2874 (toll free) or +1 (212)
834-7279 (collect), Merrill Lynch, Pierce, Fenner & Smith
Incorporated at +1 (888) 292-0700 (toll-free) or +1 (646) 855-8988
(collect) or Santander Investment Securities Inc. at +1 (855)
404-3636 (toll-free) or +1 (212) 940-1442 (collect). Requests for
additional copies of the Statement, the Consent and Letter of
Transmittal and related documents may be directed to Global
Bondholder Services Corporation at +1 (866)-470-3900
(toll-free).
Neither the Statement nor any documents related to the Offers to
Purchase and Consent Solicitation have been filed with, and have
not been approved or reviewed by any federal or state securities
commission or regulatory authority of any country. No authority has
passed upon the accuracy or adequacy of the Statement or any
documents related to the Offers to Purchase and Consent
Solicitation, and it is unlawful and may be a criminal offense to
make any representation to the contrary.
Forward-Looking Statements
This press release may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended (Securities Act), and Section 21E of the Securities
Exchange Act of 1934, as amended (Exchange Act) that are not based
on historical facts and are not assurances of future results.
No assurance can be given that the transactions described herein
will be consummated or as to the ultimate terms of any such
transactions. All forward-looking statements are expressly
qualified in their entirety by this cautionary statement, and you
should not place reliance on any forward-looking statement
contained in this press release. We undertake no obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information or future events or for any other
reason.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/petrobras-announces-early-tender-results-and-early-settlement-for-waterfall-tender-offers-and-also-announces-extension-of-the-early-tender-date-and-increase-of-consideration-for-any-and-all-offer-300277741.html
SOURCE Petróleo Brasileiro S.A. - Petrobras