RIO DE JANEIRO, July 7, 2016 /PRNewswire/ -- Petróleo
Brasileiro S.A. – Petrobras ("Petrobras") (NYSE: PBR) announces
that its wholly-owned subsidiary Petrobras Global Finance B.V.
("PGF"), plans to offer additional notes of its 8.375% Global Notes
due 2021 (CUSIP No. 71647N AP4 / ISIN No. US71647NAP42) (the "2021
Notes") and 8.750% Global Notes due 2026 (CUSIP No. 71647N AQ2 /
ISIN No. US71647NAQ25) (the "2026 Notes" and, collectively with the
2021 Notes, the "Notes"), subject to market and other
conditions. The Notes will be unsecured obligations of PGF
and will be fully and unconditionally guaranteed by Petrobras. The
additional 2021 Notes will be consolidated, form a single series,
and be fully fungible with PGF's outstanding U.S.$5,000,000,000 aggregate principal amount of 2021
Notes issued on May 23, 2016.
The additional 2026 Notes will be consolidated, form a single
series, and be fully fungible with PGF's outstanding
U.S.$1,750,000,000 aggregate
principal amount of 2026 Notes issued on May
23, 2016. PGF intends to use the net proceeds from the
sale of the Notes to repurchase notes validly tendered and accepted
for purchase by PGF in the tender offers described below, and to
use any remaining net proceeds for general corporate purposes.
Petrobras also announces the commencement of offers by PGF to
purchase for cash PGF's notes of the series set forth in the table
below for an aggregate purchase price of up to US$2.0 billion (all such notes, collectively, the
"Old Notes" and each a "series" of Old Notes), subject to the
"Acceptance Priority Level" of such series of Old Notes and subject
to proration (the "Tender Offers"). The Tender Offers are
conditioned upon the consummation of the Notes offering, among
other customary offering conditions.
The following table sets forth the series of Old Notes subject
to the Tender Offers and the consideration payable for Old Notes
accepted for purchase in the Tender Offers.
Title of
Security
|
CUSIP/ISIN
|
Principal
Amount
Outstanding(1)
|
Acceptance
Priority
Level
|
Tender Offer
Consideration(2)
|
Early Tender
Premium(2)
|
Total
Consideration(2)(3)
|
|
|
|
|
|
|
|
3.500% Global
Notes
due February 2017
|
71645WAU5 /
US71645WAU53
|
US$747,483,000
|
1
|
US$982.50
|
US$30.00
|
US$1,012.50
|
|
|
|
|
|
|
|
3.250% Global
Notes
due March 2017
|
71647NAG4 /
US71647NAG43
|
US$399,019,000
|
2
|
US$983.75
|
US$30.00
|
US$1,013.75
|
|
|
|
|
|
|
|
Floating Rate
Global
Notes due March 2017
|
71647NAJ8 /
US71647NAJ81
|
US$167,445,000
|
3
|
US$983.75
|
US$30.00
|
US$1,013.75
|
|
|
|
|
|
|
|
2.750% Global
Notes
due January 2018
|
NA/XS0982711631
|
€720,940,000
|
4
|
€971.25
|
€30.00
|
€1,001.25
|
|
|
|
|
|
|
|
5.875% Global
Notes
due March 2018
|
71645WAM3 /
US71645WAM38
|
US$744,527,000
|
5
|
US$1,017.50
|
US$30.00
|
US$1,047.50
|
|
|
|
|
|
|
|
4.875% Global
Notes
due March 2018
|
NA/XS0716979249
|
€718,058,000
|
6
|
€996.25
|
€30.00
|
€1,026.25
|
|
|
|
|
|
|
|
3.000% Global
Notes
due January 2019
|
71647NAB5
/
US71647NAB55
|
US$1,934,733,000
|
7
|
US$921.25
|
US$30.00
|
US$951.25
|
|
|
|
|
|
|
|
Floating Rate Global
Notes
due January 2019
|
71647NAE9
/
US71647NAE94
|
US$1,500,000,000
|
8
|
US$907.50
|
US$30.00
|
US$937.50
|
|
|
|
|
|
|
|
7.875% Global
Notes
due March 2019
|
71645WAN1
/
US71645WAN11
|
US$2,750,000,000
|
9
|
US$1,036.25
|
US$30.00
|
US$1,066.25
|
|
|
|
|
|
|
|
3.25% Global
Notes due April
2019
|
NA/XS0835886598
|
€1,300,000,000
|
10
|
€931.25
|
€30.00
|
€961.25
|
__________________________________________
(1) As of the date
hereof, including Notes held by Petrobras or its affiliates.
(2) Per US$1,000 or €1,000, as applicable.
(3) Includes the Early
Tender Premium.
The Tender Offers will expire at 11:59
p.m., New York City time,
on August 3, 2016 unless earlier
terminated or extended by PGF (such time and date, as they may be
extended, the "Expiration Date"). Old Notes tendered may be
withdrawn at any time prior to 5:00
p.m., New York City time,
on July 20, 2016, unless extended,
but not thereafter. Holders of Old Notes of any series that
are validly tendered and not validly withdrawn on or prior to
5:00 p.m., New York City time, on July 20, 2016, unless extended (such time and
date, as they may be extended, the "Early Tender Date") and
accepted for purchase will be eligible to receive the total
consideration indicated in the table above with respect to such
series of Old Notes (the "Total Consideration"), which includes an
early tender premium in the amount indicated in the table above
(the "Early Tender Premium"). Holders of Old Notes of any
series that are validly tendered after the Early Tender Date but on
or before the Expiration Date and accepted for purchase will
receive only the applicable tender offer consideration, which is
equal to the Total Consideration applicable to that series of Old
Notes minus the applicable Early Tender Premium (the "Tender
Offer Consideration"). In addition to the Total Consideration
and the Tender Offer Consideration, as applicable, holders whose
Old Notes are purchased in the Tender Offers will also receive
accrued interest consisting of accrued and unpaid interest from,
and including, the last interest payment date for the Old Notes of
any series to, but not including, the applicable settlement
date.
Subject to the terms and conditions of the Tender Offers, if the
purchase of all Old Notes validly tendered in the Tender Offers
would cause PGF to purchase an aggregate principal amount of Old
Notes that would result in an aggregate amount in cash to be paid
to holders, net of accrued and unpaid interest, in excess of
US$2.0 billion (the "Tender Cap"),
then only an aggregate principal amount of Old Notes that results
in the payment of an aggregate amount to holders not in excess of
the Tender Cap will be accepted in the Tender Offers. PGF
will pro rate the Old Notes accepted in the Tender Offers pursuant
to the acceptance priority procedures described in the offer to
purchase dated July 7, 2016 (as may
be amended or supplemented from time to time, the "Offer to
Purchase"). PGF may, in its sole discretion and subject to
applicable law, increase the Tender Cap.
In determining the amount of Old Notes purchased against the
Tender Cap and available for purchases pursuant to the Tender
Offers, the aggregate U.S. dollar-equivalent principal amount of
Old Notes denominated in Euros shall be calculated at the
applicable exchange rate, as of 2:00
p.m., New York City time,
on the business day prior to the date on which we accept for
purchase Old Notes validly tendered at or prior to the Early Tender
Date or the Expiration Date, as reported on Bloomberg screen page
"FXIP" under the heading "FX Rate vs. USD," (or, if such screen is
unavailable, a generally recognized source for currency quotations
selected by the dealer managers with quotes as of a time as close
as reasonably possible to the aforementioned).
The Tender Offers are being made pursuant to the Offer to
Purchase and the related letter of transmittal dated July 7, 2016 (as may be amended or supplemented
from time to time, the "Letter of Transmittal"), which set forth in
more detail the terms and conditions of the Tender Offers.
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 joint bookrunners
with respect to the offering of the Notes and as dealer managers
(the "Dealer Managers") in connection with the Tender Offers.
Global Bondholder Services Corporation is acting as the depositary
and information agent for the Tender Offers.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such jurisdiction. PGF and Petrobras have filed a registration
statement, including a prospectus with the U.S. Securities and
Exchange Commission ("SEC"). Before you invest, you should read the
prospectus and preliminary prospectus supplement and other
documents PGF and Petrobras have filed with the SEC for more
complete information about the companies and the offering of the
Notes. When available, you may access these documents for free by
visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, a
copy of the prospectus and preliminary prospectus supplement may be
obtained by contacting J.P. Morgan Securities LLC at +1 (866)
846-2874, Merrill Lynch, Pierce, Fenner & Smith Incorporated at
+1 (800) 294-1322, Santander Investment Securities Inc. at +1 (855)
403-3636 (each toll-free in the United
States) or, if calling from outside the U.S., by collect
calling BB Securities Limited at +44 (20) 7367-5800 att. Operations
Department.
The Tender Offers are not being made to holders of Old Notes in
any jurisdiction in which PGF is aware that the making of the
Tender Offers 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 Tender Offers to be made by a
licensed broker or dealer, the respective Tender Offers will be
deemed to be made on PGF's 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 Tender Offers 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 Offer to Purchase, the Letter of Transmittal and
related documents may be directed to Global Bondholder Services
Corporation at +1 (866)-470-3900 (toll-free).
Neither the Offer to Purchase nor any documents related to the
Tender Offers 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 Offer to Purchase or any
documents related to the Tender Offers, 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, and Section 21E of the Securities Exchange Act of 1934, as
amended 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.
Petrobras undertakes 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-reopening-of-outstanding-series-of-global-notes-and-commencement-of-cash-tender-offers-300295271.html
SOURCE Petroleo Brasileiro S.A. - Petrobras