RIO DE JANEIRO, Sept. 25,
2017 /PRNewswire/ -- Petróleo Brasileiro S.A. –
Petrobras ("Petrobras") (NYSE: PBR) today announced the expiration
and expiration date results of the previously announced offers to
exchange (the "Exchange Offers") by its wholly-owned subsidiary
Petrobras Global Finance B.V. ("PGF"), relating to five series of
its outstanding notes set forth in the tables below (the "Old
Notes").
Exchange Offers
The Exchange Offers were made pursuant to the terms and subject
to the conditions set forth in the Offering Memorandum dated
September 18, 2017 (the "Offering Memorandum," as amended and
supplemented, and together with the accompanying eligibility letter
and notice of guaranteed delivery, the "Exchange Offer
Documents").
The Exchange Offers expired at 5:00
p.m., New York City time,
on September 22, 2017 (the "Expiration Date"). The settlement
date with respect to the Exchange Offers will occur promptly
following the Expiration Date and is expected to occur on
September 27, 2017 (the "Settlement Date").
The tables below provide the aggregate principal amount of each
series of Old Notes validly tendered in the Exchange Offers and not
validly withdrawn at or prior to the Expiration Date and the
aggregate principal amount of each series of Old Notes that PGF
expects to accept, subject to the satisfaction of the conditions
set forth in the Offering Memorandum in connection with PGF's
offers to:
(i) exchange any and all Old Notes listed below for PGF's newly
issued 5.299% Global Notes due 2025 ("New Notes due 2025"):
CUSIP / ISIN
Number
|
Title of
Security
|
Principal
Amount
Outstanding
|
Principal
Amount
Tendered by the
Expiration Date
|
Principal Amount
of
New Notes due 2025
Expected to be
Issued(1)
|
Principal
Amount
Reflected in Notices of
Guaranteed Delivery(2)
|
71647NAH2 /
US71647NAH26
|
4.875%
Global Notes due
2020
|
U.S.$542,535,000
|
U.S.$110,447,000
|
U.S.$116,466,000
|
U.S.$41,814,000
|
71645W AR2 /
US71645WAR25
|
5.375% Global
Notes
due 2021
|
U.S.$5,250,000,000
|
U.S.$2,174,944,000
|
U.S.$2,310,397,000
|
U.S.$283,072,000
|
_______________________
|
(1) Principal
amount of New Notes due 2025 expected to be issued does not include
New Notes due 2025 that may be issued in exchange for Old Notes
tendered pursuant to guaranteed delivery procedures prior to the
Guaranteed Delivery Date (as defined below).
|
(2)
Principal amount of Old Notes that may be tendered pursuant to
guaranteed delivery procedures prior to the Guaranteed Delivery
Date.
|
(ii) exchange any and all of its outstanding notes listed below
for 5.999% Global Notes due 2028 ("New Notes due 2028" and,
together with the New Notes due 2025, the "New Notes"):
CUSIP / ISIN
Number
|
Title of
Security
|
Principal
Amount
Outstanding
|
Principal
Amount
Tendered by the
Expiration Date
|
Principal Amount
of
New Notes due 2028
Expected to be Issued(1)
|
Principal
Amount
Reflected in Notices of
Guaranteed Delivery(2)
|
71645WAN1 /
US71645WAN11
|
7.875% Global Notes
due 2019
|
U.S.$705,560,000
|
U.S.$141,179,000
|
U.S.$153,413,000
|
-
|
71645WAP6 /
US71645WAP68
|
5.75%
Global Notes due 2020
|
U.S.$1,165,227,000
|
U.S.$165,108,000
|
U.S.$177,405,000
|
U.S.$42,657,000
|
71647N AP4 /
US71647NAP42
|
8.375% Global Notes
due 2021
|
U.S.$6,750,000,000
|
U.S.$3,628,970,000
|
U.S.$4,236,168,000
|
U.S.$197,263,000
|
_______________________
|
(1) Principal
amount of New Notes due 2028 to be issued does not include New
Notes due 2028 that may be issued in exchange for Old Notes
tendered pursuant to guaranteed delivery procedures prior to the
Guaranteed Delivery Date.
|
(2)
Principal amount of Old Notes that may be tendered pursuant to
guaranteed delivery procedures prior to the Guaranteed Delivery
Date.
|
On the terms and subject to the conditions set forth in the
Offering Memorandum, PGF expects that it will issue approximately
U.S.$2,426,863,000 aggregate
principal amount of New Notes due 2025 and approximately
U.S.$4,566,986,000 aggregate
principal amount of New Notes due 2028, as consideration for the
Old Notes expected to be accepted in the Exchange Offers, in each
case without taking into account New Notes that may be issued in
exchange for Old Notes reflected in Notices of Guaranteed Delivery
received by PGF that may be validly tendered by 5:00 p.m., New York
City time, on September 26,
2017 (the "Guaranteed Delivery Date").
In addition to the applicable exchange consideration, eligible
holders whose Old Notes are accepted for exchange will be paid
accrued and unpaid interest on such Old Notes to, but not
including, the Settlement Date. Interest will cease to accrue on
the Settlement Date for all Old Notes accepted in the Exchange
Offers, including those tendered through the guaranteed delivery
procedures. The total amount of accrued and unpaid interest to be
paid by PGF, together with the total amount of cash to be paid by
PGF in lieu of fractional amounts of New Notes, will be
approximately U.S.$127,782,352.02
(excluding amounts payable in respect of Old Notes that may be
tendered pursuant to guaranteed delivery procedures by the
Guaranteed Delivery Date). The actual aggregate principal
amounts of New Notes that will be issued, and the total amount of
accrued and unpaid interest that will be paid, on the Settlement
Date are subject to change based on deliveries under the guaranteed
delivery procedures and final validation of tenders. PGF will not
receive any cash proceeds from the Exchange Offers.
As previously announced, PGF is conducting a concurrent offering
(the "New Money Offering") of U.S.$1.0 billion aggregate principal amount of
its New Notes due 2025 and U.S.$1.0
billion aggregate principal amount of its New Notes due 2028
(together, the "New Money Notes"), which will have identical terms
to the New Notes due 2025 and New Notes due 2028, respectively, to
be issued and exchanged for Old Notes validly tendered in the
Exchange Offers. Accordingly, the Minimum Issue Requirement (as
defined in the Offering Memorandum) has been satisfied. The pricing
terms of the New Notes were announced by Petrobras on
September 18, 2017.
Considering the principal amount of New Money Notes to be issued
by PGF in the New Money Offering, (i) the aggregate principal
amount of New Notes due 2025 expected to be issued by PGF will be
U.S.$3,426,863,000, and (ii) the
aggregate principal amount of New Notes due 2028 expected to be
issued by PGF will be U.S.$5,566,986,000, in each case without taking into
account New Notes that may be issued in exchange for Old Notes
reflected in Notices of Guaranteed Delivery received by PGF that
may be validly tendered by the Guaranteed Delivery Date.
All conditions to consummate the Exchange Offers, including the
absence of certain adverse legal and market developments, are
expected to be satisfied on the Settlement Date.
The New Notes and the New Money Notes have not been registered
under the Securities Act of 1933, as amended (the "Securities Act")
or any state securities laws. Therefore, the New Notes and the New
Money Notes 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 any applicable state securities laws. PGF will
enter into a registration rights agreement with respect to the New
Notes and the New Money Notes.
Only holders who had duly completed and returned an Eligibility
Letter certifying that they were either (1) "qualified
institutional buyers" ("QIBs") as defined in Rule 144A under the
Securities Act or (2) non-"U.S. persons" (as defined in Rule
902 under the Securities Act) located outside of the United States were authorized to receive
the Offering Memorandum and to participate in the Exchange
Offers.
Global Bondholder Services Corporation is acting as the
Information Agent and the Exchange Agent for the Exchange Offers.
Questions or requests for assistance related to the Exchange Offers
or for additional copies of the Exchange Offer Documents may be
directed to Global Bondholder Services Corporation at (866)
470-3800 (toll free) or (212) 430-3774 (collect). You may also
contact your broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Exchange Offers. The
Exchange Offer Documents can be accessed at the following link:
http://gbsc-usa.com/eligibility/petrobras-exchange.
Cash Offers
As previously announced, PGF concurrently conducted offers to
purchase for cash (the "Cash Offers" and together with the Exchange
Offers, the "Offers") the Old Notes. The Cash Offers were made
pursuant to the terms and subject to the conditions set forth in
the Offer to Purchase dated September 18, 2017 (the "Offer to
Purchase" and, together with the accompanying certification
instructions letter and notice of guaranteed delivery, the "Cash
Offer Documents").
The Cash Offers expired at 5:00
p.m., New York City time,
on the Expiration Date. The settlement date with respect to the
Cash Offers will occur promptly following the Expiration Date and
is expected to occur on the Settlement Date.
Holders that were either (i) QIBs or (ii) non-"U.S.
persons" (as defined in Rule 902 under the Securities Act) were not
eligible to participate in the Cash Offers. All other holders of
Old Notes were eligible to participate in the Cash Offers (such
other holders, the "Cash Offer Qualified Holders"). Holders
of Old Notes participating in the Cash Offers were required to
certify that they were Cash Offer Qualified Holders. PGF is
reviewing and verifying a number of submissions that are expected
to be rejected, at PGF's sole discretion, on the basis of a
reasonable belief that the relevant Old Notes were tendered by
holders who were not eligible to participate in the Cash
Offers. A press release announcing the final results of the
Cash Offers, together with the final results of the Exchange
Offers, is expected to be issued promptly after the Settlement
Date.
Global Bondholder Services Corporation is also acting as the
Information Agent and the Tender Agent for the Cash Offers.
Questions or requests for assistance related to the Cash Offers or
for additional copies of the Cash Offer Documents may be directed
to Global Bondholder Services Corporation at (866) 470-3800 (toll
free) or (212) 430-3774 (collect). You may also contact your
broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Cash Offers. The Cash Offer Documents can
be accessed at the following link:
http://gbsc-usa.com/eligibility/petrobras-tender.
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase any Old Notes. The Offers are not being made to
holders of Old Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the securities laws or blue sky laws require the Offers to be
made by a licensed broker or dealer, the Offers will be deemed to
be made on behalf of PGF by the dealer managers for the Offers or
one or more registered brokers or dealers that are licensed under
the laws of such jurisdiction.
This communication and any other documents or materials
relating to the Offers 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. - Petrobras