RIO DE JANEIRO, Oct. 13, 2020 /PRNewswire/ -- Petróleo Brasileiro
S.A. – Petrobras ("Petrobras") (NYSE: PBR) announces that its
wholly-owned subsidiary, Petrobras Global Finance B.V. ("PGF"), has
commenced (i) an offering of additional notes of its 5.600% Global
Notes due 2031 (CUSIP No. 71647NBH1/ ISIN No. US71647NBH17) (the
"New Notes"), subject to market and other conditions (the "New
Notes Offering"), and (ii) cash tender offers to purchase any and
all of certain of its outstanding U.S. dollar- and Euro-denominated
notes (the "Tender Notes" and such offers, the "Tender
Offers").
New Notes Offering
The New Notes will be unsecured obligations of PGF and will be
fully and unconditionally guaranteed by Petrobras. PGF intends to
use the net proceeds from the sale of the New Notes to purchase
Tender Notes that PGF accepts for purchase in the Tender Offers,
and to use any remaining net proceeds for general corporate
purposes.
Tender Offers
The Tender Offers are being made pursuant to the terms and
conditions set forth in the offer to purchase, dated October 13, 2020 (the "Offer to Purchase" and,
together with the accompanying notice of guaranteed delivery, the
"Offer Documents").
The following table sets forth the series of Tender Notes
subject to the Tender Offers, the consideration payable (the
"Consideration") for Tender Notes accepted for purchase in the
Tender Offers and the acceptance priority level (the "Acceptance
Priority Level") in connection with the Maximum Consideration
Condition (as defined below):
Title of
Security
|
CUSIP/ISIN
|
Acceptance
Priority Level
|
Principal Amount
Outstanding(1)
|
Consideration(2)
|
4.375% Global
Notes
Due May 2023
|
71647N AF6 /
US71647NAF69
|
1
|
US$1,088,508,000
|
US$1,074.50
|
4.250% Global
Notes
Due October 2023
|
– /
XS0835890350
|
2
|
€333,583,000
|
€1,102.50
|
6.250% Global
Notes
Due March 2024
|
71647NAM1 /
US71647NAM11
|
3
|
US$970,703,000
|
US$1,137.00
|
4.750% Global
Notes
Due January 2025
|
– /
XS0982711714
|
4
|
€540,971,000
|
€1,132.00
|
5.299% Global
Notes
Due January 2025
|
71647N AT6, 71647N
AV1,
N6945A AJ6 / US71647NAT63,
US71647NAV10, USN6945AAJ62
|
5
|
US$1,227,647,000
|
US$1,123.50
|
8.750% Global
Notes
Due May 2026
|
71647N AQ2 /
US71647NAQ25
|
6
|
US$1,518,936,000
|
US$1,286.25
|
7.375% Global
Notes
Due January 2027
|
71647N AS8 /
US71647NAS80
|
7
|
US$2,267,504,000
|
US$1,214.00
|
5.999% Global
Notes
Due January 2028
|
71647NAW9,
N6945AAK3,
71647NAY5 / US71647NAW92,
USN6945AAK36, US71647NAY58
|
8
|
US$2,767,898,000
|
US$1,141.75
|
5.750% Global
Notes
Due February 2029
|
71647N AZ2 /
US71647NAZ24
|
9
|
US$1,329,462,000
|
US$1,136.25
|
5.093% Global
Notes
Due January 2030
|
71647N BE8, 71647N
BF5,
N6945A AL1 / US71647NBE85,
US71647NBF50, USN6945AAL19
|
10
|
US$4,115,281,000
|
US$1,086.50
|
__________________________________________
(1) Including Notes held by
Petrobras or its affiliates.
(2) Per US$1,000 or €1,000,
as applicable, principal amount of Tender Notes. In addition,
PGF will pay accrued and unpaid interest as described
below.
|
The Tender Offers will expire at 5:00
p.m., New York City time,
on October 19, 2020, unless extended
with respect to a Tender Offer (such date and time, as the same may
be extended with respect to a Tender Offer, the "Expiration Date").
Tender Notes validly tendered may be withdrawn at any time
prior to 5:00 p.m., New York City time, on October 19, 2020, unless extended with respect to
a Tender Offer, but not thereafter. The settlement date of
the Tender Offers will occur promptly following the Expiration
Date, expected to be no later than three business days following
the Expiration Date, which is expected to be October 22, 2020 (the "Settlement
Date").
Holders of Tender Notes who (1) validly tender and do not
validly withdraw their Tender Notes on or prior to the Expiration
Date or (2) deliver a properly completed and duly executed notice
of guaranteed delivery and other required documents pursuant to the
guaranteed delivery procedures described in the Offer to Purchase
on or prior to the Expiration Date, and deliver their Tender Notes
on or prior to 5:00 p.m.,
New York City time, on the second
business day after the Expiration Date, which is expected to be
October 21, 2020 (the "Guaranteed
Delivery Date"), will be eligible to receive the applicable
Consideration indicated in the table above, as well as accrued and
unpaid interest from, and including, the last interest payment date
for the Tender Notes to, but not including, the Settlement Date
(the "Accrued Interest").
The Tender Offers are not contingent upon the tender of any
minimum principal amount of Tender Notes. The consummation of
a Tender Offer is not conditioned on the consummation of the other
Tender Offers. Each Tender Offer is independent of the other
Tender Offers, and PGF may withdraw or modify any Tender Offer
without withdrawing or modifying other Tender Offers.
PGF will not be obligated to (i) accept for purchase any validly
tendered Tender Notes or (ii) pay any cash amounts or complete the
Tender Offers, unless certain conditions are satisfied or waived
prior to the Expiration Date, including:
- customary conditions such
as that PGF will not be obligated to consummate the Tender Offers
upon the occurrence of an event or events that would or might
reasonably be expected to prohibit, restrict or delay the
consummation of the Tender Offers or materially impair the
contemplated benefits to PGF of the Tender Offers, and
- the entry by PGF prior to
the Expiration Date into an underwriting agreement, on terms and
conditions reasonably satisfactory to PGF, for the New Notes
Offering yielding net proceeds to PGF sufficient to fund, in
addition to available cash, the Maximum Consideration (as defined
below) and Accrued Interest due to holders of Tender Notes tendered
in the Tender Offers.
PGF will not be obligated to (i) accept for purchase any validly
tendered Notes or (ii) pay any cash amounts or complete the Tender
Offers, unless the New Notes Offering successfully closes and PGF
receives the net proceeds therefrom on or prior to the Settlement
Date.
PGF's obligation to accept for purchase, and to pay the
applicable Consideration for a particular series of Tender Notes
validly tendered pursuant to the Tender Offers is also subject to,
and conditioned upon, the aggregate Consideration for the Tender
Offers, excluding Accrued Interest with respect to each series (the
"Aggregate Consideration"), not exceeding US$2.0 billion (the "Maximum Consideration"), and
on the Maximum Consideration being sufficient to pay the Aggregate
Consideration for all Tender Notes of such series (after paying the
Aggregate Consideration for all validly tendered Tender Notes that
have a higher Acceptance Priority Level) (the "Maximum
Consideration Condition").
If the Maximum Consideration Condition is not satisfied with
respect to each series of Tender Notes for (i) a series of Tender
Notes (the "First Non-Covered Tender Notes") for which the Maximum
Consideration is less than the sum of (x) the aggregate
Consideration for all validly tendered First Non-Covered Tender
Notes and (y) the Aggregate Consideration for all validly tendered
Tender Notes of all series, having a higher Acceptance Priority
Level (with 1 being the highest Acceptance Priority Level and 10
being the lowest Acceptance Priority Level) than the First
Non-Covered Tender Notes, and (ii) all series of Tender Notes with
an Acceptance Priority Level lower than the First Non-Covered
Tender Notes (together with the First Non-Covered Tender Notes, the
"Non-Covered Tender Notes"), then PGF may, at any time at or prior
to the Expiration Date:
(a) terminate a Tender Offer with respect to one or more
series of Non-Covered Tender Notes for which the Maximum
Consideration Condition has not been satisfied and promptly return
all validly tendered Tender Notes of such series, and of any series
of Non-Covered Tender Notes to the respective tendering holders;
or
(b) waive the Maximum Consideration Condition with respect
to one or more series of Non-Covered Tender Notes and accept all
Tender Notes of such series, and of any series of Tender Notes
having a higher Acceptance Priority Level, validly tendered; or
(c) if there is any series of Non-Covered Tender Notes for
which:
- the Aggregate Consideration necessary to purchase all validly
tendered Tender Notes of such series, plus
- the Aggregate Consideration necessary to purchase all validly
tendered Tender Notes of all series having a higher Acceptance
Priority Level than such series of Tender Notes, other than any
Non-Covered Tender Notes,
are equal to, or less than, the
Maximum Consideration, accept all validly tendered Tender Notes of
all series having a lower Acceptance Priority Level, until there is
no series of Tender Notes with a higher or lower Acceptance
Priority Level to be considered for purchase for which the
conditions set forth above are met.
It is possible that a series of Tender Notes with a particular
Acceptance Priority Level will fail to meet the conditions set
forth above and therefore will not be accepted for purchase even if
one or more series with a higher or lower Acceptance Priority Level
is accepted for purchase. If any series of Tender Notes is
accepted for purchase under the Tender Offers, all Tender Notes of
that series that are validly tendered will be accepted for
purchase.
For purposes of determining whether the Maximum Consideration
Condition is satisfied, we will assume that all Tender Notes
tendered pursuant to the Guaranteed Delivery Procedures will be
duly delivered at or prior to the Guaranteed Delivery Date and we
will not subsequently adjust the acceptance of the Tender Notes in
accordance with the Acceptance Priority Levels if any such Tender
Notes are not so delivered. In determining the Maximum
Consideration available for purchases pursuant to the Tender
Offers, the aggregate U.S. dollar-equivalent principal amount of
Tender Notes denominated in Euro tendered and accepted in the
Tender Offers shall be calculated at the applicable exchange rate,
as of 2:00 p.m., New York City time, on 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 (as defined below) with quotes as of a time as close as
reasonably possible to the aforementioned).
PGF may, in its sole discretion, waive any one or more of the
conditions at any time.
If PGF terminates any Tender Offer with respect to one or more
series of Tender Notes, it will give written notice thereof to the
Depositary (as defined below) and will make a public announcement
thereof as promptly as practicable and all Tender Notes tendered
pursuant to such terminated Tender Offer(s) and not accepted for
payment will be returned promptly to the tendering holders thereof.
With effect from such termination, any Tender Notes blocked
at the relevant clearing system will be released. If the
Maximum Consideration Condition is not satisfied with respect to a
series of Notes, elections to the guaranteed delivery procedures
will be promptly rejected with respect to such series.
PGF has engaged BofA Securities, Inc., Deutsche Bank Securities
Inc., HSBC Securities (USA) Inc.,
Itau BBA USA Securities, Inc.,
J.P. Morgan Securities LLC, Santander Investment Securities Inc.,
and Scotia Capital (USA) Inc. to
act as joint bookrunners with respect to the New Notes Offering and
as dealer managers with respect to the Tender Offers (the "Dealer
Managers"). Global Bondholder Services Corporation is acting as the
depositary and information agent (the "Depositary") for the Tender
Offers.
This announcement is for informational purposes only, and does
not constitute an offer to purchase or sell or a solicitation of an
offer to sell or purchase any securities.
There shall be no offer or sale of the New Notes 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, the New
Notes Offering and the New 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
BofA Securities, Inc. collect at or toll–free (U.S. only) at
1-800-294-1322, Deutsche Bank Securities Inc. collect at +1 (212)
250-2955 or toll free (U.S. only) +1 (866) 627-0391, HSBC
Securities (USA) Inc. collect at
+1 (866) 811-8049, Itau BBA USA
Securities, Inc. collect at +1 (212) 710–6749 or toll-free (U.S.
only) at +1 (888) 770-4828, J.P. Morgan Securities LLC collect at
+1 (212) 834-4533 or toll-free (U.S. only) at +1 (866) 846-2874,
Santander Investment Securities Inc. collect at +1 (855) 403-3636
and Scotia Capital (USA) Inc.
toll-free (U.S. only) at +1 (800) 372-3930..
The Tender Offers are not being made to holders of Tender 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 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 BofA Securities,
Inc. collect at +1 (646) 855-8988 or toll free at +1(888)-292-0070,
Deutsche Bank Securities Inc. collect at or toll free (U.S. only)
+1 (800) 503-4611, HSBC Securities (USA) Inc. collect at +1 (866) 811-8049, Itau
BBA USA Securities, Inc. collect
at +1 (212) 710–6749 or toll-free (U.S. only) at +1 (888) 770-4828,
J.P. Morgan Securities LLC collect at +1 (212) 834-4533 or
toll-free (U.S. only) at +1 (866) 846-2874, Santander Investment
Securities Inc. collect at +1 (855) 403-3636 and Scotia Capital
(USA) Inc. toll-free (U.S. only)
at +1 (800) 372-3930. Requests for additional copies of the
Offer Documents may be directed to Global Bondholder Services
Corporation at +1 (866) 470-3800 (toll-free) or +1 (212)
430-3774. The Offer Documents can be accessed at the
following link: http://www.gbsc-usa.com/Petrobras/.
Holders are advised to check with any bank, securities broker
or other intermediary through which they hold Tender Notes as to
when such intermediary would need to receive instructions from such
holder in order for that holder to be able to participate in, or
withdraw their instruction to participate in, a Tender Offer,
before the deadlines specified herein and in the Offer Documents.
The deadlines set by any such intermediary and the relevant
clearing systems for the submission and withdrawal of tender
instructions will also be earlier than the relevant deadlines
specified herein and in the Offer Documents.
The Tender Offers are being made solely pursuant to the Offer
Documents. The Offer Documents have not 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
Documents or any other documents related to the Tender Offers, and
it is unlawful and may be a criminal offense to make any
representation to the contrary.
The communication of this announcement and any other
documents or materials relating to the New Notes Offering and the
Tender Offers is not being made and such documents and/or materials
have not been approved by an authorized person for the purposes of
Section 21 of the Financial Services and Markets Act 2000.
This announcement and any other documents related to the New
Notes Offering and the Tender Offers are for distribution only to
persons who (i) have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"), (ii) are persons falling within Article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc.") of
the Order, (iii) are outside the United
Kingdom, (iv) are members or creditors of certain bodies
corporate as defined by or within Article 43(2) of the Order, or
(v) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000) in connection with the
issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons
together being referred to as "relevant persons"). This
announcement and any other documents related to the New Notes
Offering and the Tender Offers are 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 process release and any other documents related to
the New Notes Offering and the Tender Offers are available only to
relevant persons and will be engaged in only with relevant
persons.
Forward-Looking Statements
This announcement contains forward-looking statements.
Forward-looking statements are information of a non-historical
nature or which relate to future events and are subject to risks
and uncertainties. No assurance can be given that the
transactions described herein will be consummated or as to the
ultimate terms of any such transactions. 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.
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SOURCE Petróleo Brasileiro S.A. - Petrobras