RIO DE JANEIRO, Sept. 18, 2017 /PRNewswire/ -- Petróleo
Brasileiro S.A. – Petrobras ("Petrobras") (NYSE: PBR) today
announced the pricing of two series of global notes denominated in
U.S. Dollars (the "New Money Notes") to be issued by its
wholly-owned subsidiary, Petrobras Global Finance B.V. ("PGF").
As previously announced in Petrobras's press release dated
September 18, 2017, PGF today commenced five separate private
offers to exchange (the "Exchange Offers") certain series of its
outstanding debt securities for two series of newly issued debt
securities of PGF (the "New Notes") with identical terms to the New
Money Notes. Each series of New Money Notes will be treated
as a single class of securities, and is expected to be fungible for
U.S. federal income tax purposes, with the corresponding series of
New Notes. The New Notes and the New Money Notes are
collectively referred to as the "Notes."
The Notes will be unsecured obligations of PGF and will be fully
and unconditionally guaranteed by Petrobras. Closing is expected to
occur on September 27, 2017.
PGF and Petrobras will enter into a registration rights
agreement with respect to the Notes.
The terms of the 5.299% Global Notes due 2025 are as
follows:
- Issue: 5.299% Global Notes due 2025
- Amount (not including New Notes to be issued pursuant to the
Exchange Offers): U.S.$1,000,000,000
- Coupon: 5.299%
- Interest Payment Dates: January
27 and July 27 of each year,
commencing on January 27, 2018
- Issue Price: 100.000% of principal amount, plus accrued
interest (if any) from September 27,
2017
- Yield to Maturity: 5.300%
- Make-whole call: Treasury +50 basis points
- Maturity: January 27, 2025
The terms of the 5.999% Global Notes due 2028 are as
follows:
- Issue: 5.999% Global Notes due 2028
- Amount (not including New Notes to be issued pursuant to the
Exchange Offers): U.S.$1,000,000,000
- Coupon: 5.999%
- Interest Payment Dates: January
27 and July 27 of each year,
commencing on January 27, 2018
- Issue Price: 100.000% of principal amount, plus accrued
interest (if any) from September 27,
2017
- Yield to Maturity: 6.000%
- Make-whole call: Treasury +50 basis points
- Maturity: January 27, 2028
PGF intends to use the net proceeds from the sale of the New
Money Notes for general corporate purposes, including to refinance
upcoming maturities.
PGF will not receive any cash proceeds from the issuance of the
New Notes in connection with the Exchange Offers.
The Notes are being offered to qualified institutional buyers
in the United States in accordance
with Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), and to persons outside the United States in accordance with
Regulation S under the Securities Act. The Notes have not been
registered under the Securities Act or any state or other
jurisdiction's securities laws and may not be offered or sold in
the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities
laws.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy the Notes or any other
securities, nor shall there be any offer, solicitation or sale of
the Notes or any other securities in any state or other
jurisdiction in which such an offer, solicitation or sale would be
unlawful.
This communication and any other documents or materials
relating to the Notes have not been approved by an authorized
person for the purposes of Section 21 of the Financial Services and
Markets Act 2000, as amended (the "FSMA"). Accordingly, this
communication and such documents and/or materials are not being
distributed to, and must not be passed on to, persons in the
United Kingdom save in
circumstances where section 21(1) of the FSMA does not apply.
This communication is only being made to those persons in the
United Kingdom (i) falling within
the definition of investment professionals (as defined in Article
19(5) of the Financial Promotion Order), (ii) falling within
Article 43 of the Financial Promotion Order (non-real time
communication by or on behalf of a body corporate to creditors of
that body corporate), or (iii) to whom it may otherwise lawfully be
communicated by virtue of an exemption to section 21(1) of the FSMA
or otherwise in circumstances where it does not apply (all such
persons together being referred to as "Relevant Persons"). This
communication is directed only at Relevant Persons and must not be
acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this communication
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
Cautionary Statement Regarding 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 and PGF 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.
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SOURCE Petroleo Brasileiro S.A.