RIO DE JANEIRO, Oct. 19, 2020 /PRNewswire/ -- Petróleo Brasileiro
S.A. – Petrobras ("Petrobras") (NYSE: PBR) today announced the
expiration and expiration date results of the previously announced
offers to purchase for cash by its wholly-owned subsidiary
Petrobras Global Finance B.V. ("PGF") of any and all of its
outstanding notes of the series set forth in the table below (the
"Tender Notes" and such offers, the "Tender Offers").
The Tender Offers were 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 Tender Offers expired at 5:00
p.m., New York City time,
on October 19, 2020 (the "Expiration
Date"). The settlement date with respect to the Tender Offers
is expected to occur on October 22,
2020 (the "Settlement Date").
The table below sets forth the aggregate principal amount of
Tender Notes validly tendered in the Tender Offers and not validly
withdrawn, and the aggregate principal amount of Tender Notes
reflected in notices of guaranteed delivery delivered, at or prior
to the Expiration Date, the consideration payable 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 described in the Offer to
Purchase:
Title of
Security
|
|
CUSIP/ISIN
|
|
Acceptance
Priority Level
|
|
Principal
Amount
Outstanding(1)
|
|
Consideration(2)
|
|
Principal
Amount
Tendered
|
|
Principal
Amount
Accepted
|
|
Principal
Amount
Reflected in Notices of
Guaranteed Delivery
|
4.375% Global
Notes
Due May 2023
|
|
71647N AF6 /
US71647NAF69
|
|
1
|
|
US$1,088,508,000
|
|
US$1,074.50
|
|
US$103,108,000
|
|
US$103,108,000
|
|
US$329,000
|
4.250% Global
Notes
Due October 2023
|
|
– /
XS0835890350
|
|
2
|
|
€333,583,000
|
|
€1,102.50
|
|
€37,185,000
|
|
€37,185,000
|
|
-
|
6.250% Global
Notes
Due March 2024
|
|
71647NAM1 /
US71647NAM11
|
|
3
|
|
US$970,703,000
|
|
US$1,137.00
|
|
US$60,228,000
|
|
US$60,228,000
|
|
US$2,920,000
|
4.750% Global
Notes
Due January 2025
|
|
– /
XS0982711714
|
|
4
|
|
€540,971,000
|
|
€1,132.00
|
|
€94,823,000
|
|
€94,823,000
|
|
-
|
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
|
|
US$116,017,000
|
|
US$116,017,000
|
|
US$9,637,000
|
8.750% Global
Notes
Due May 2026
|
|
71647N AQ2 /
US71647NAQ25
|
|
6
|
|
US$1,518,936,000
|
|
US$1,286.25
|
|
US$150,340,000
|
|
US$150,340,000
|
|
US$1,205,000
|
7.375% Global
Notes
Due January 2027
|
|
71647N AS8 /
US71647NAS80
|
|
7
|
|
US$2,267,504,000
|
|
US$1,214.00
|
|
US$433,231,000
|
|
US$433,231,000
|
|
US$2,096,000
|
5.999% Global
Notes
Due January 2028
|
|
71647NAW9,
N6945AAK3,
71647NAY5 /
US71647NAW92,
USN6945AAK36,
US71647NAY58
|
|
8
|
|
US$2,767,898,000
|
|
US$1,141.75
|
|
US$542,566,000
|
|
US$542,566,000
|
|
US$1,300,000
|
5.750% Global
Notes
Due February 2029
|
|
71647N AZ2 /
US71647NAZ24
|
|
9
|
|
US$1,329,462,000
|
|
US$1,136.25
|
|
US$96,386,000
|
|
US$96,386,000
|
|
US$153,000
|
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
|
|
US$553,171,000
|
|
-
|
|
US$11,179,000
|
__________________________________________
(1)
|
Including Tender
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.
|
In order to be eligible to participate in the Tender Offers,
holders of Tender Notes reflected in notices of guaranteed delivery
received by PGF prior to the Expiration Date must deliver such
Tender Notes to PGF by 5:00 p.m.,
New York City time, on
October 21, 2020 (the "Guaranteed
Delivery Date").
On the terms and subject to the conditions set forth in the
Offer to Purchase, because the purchase of all Tender Notes validly
tendered in the Tender Offers would cause PGF to purchase an
aggregate principal amount of Tender Notes that would result in an
aggregate amount to be paid by PGF in excess of the Maximum
Consideration described in the Offer to Purchase, PGF has accepted
for purchase all of the Tender Notes validly tendered, and expects
to accept all of the Tender Notes for which PGF received notices of
guaranteed delivery and that are delivered on or prior to the
Guaranteed Delivery Date, in Acceptance Priority Levels 1 through 9
(the "Covered Notes"). PGF has rejected tenders of Tender
Notes, including Tender Notes for which PGF received notices of
guaranteed delivery, in Acceptance Priority Level 10 (the
"Non-Covered Notes"). Non-Covered Notes will be returned or
credited without expense to the holders' accounts promptly after
the Expiration Date. The principal amount of Covered Notes
that will be purchased by PGF on the Settlement Date is subject to
change based on deliveries of Covered Notes pursuant to the
guaranteed delivery procedures described in the Offer to
Purchase. A press release announcing the final results of the
Tender Offers is expected to be issued on or promptly after the
Settlement Date.
The total cash payment to purchase on the Settlement Date the
Covered Notes, excluding accrued and unpaid interest, assuming all
notices of guaranteed delivery have been delivered to PGF prior to
the Guaranteed Delivery Date, will be approximately US$1,953 million based on the Euro to U.S. dollar
exchange rate of US$1.1780 per Euro,
calculated 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."
All conditions described in the Offer to Purchase that were to
be satisfied or waived on or prior to the Expiration Date,
including the Pricing Condition (as such term is defined in the
Offer to Purchase), were satisfied on or prior to the Expiration
Date.
PGF 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 dealer managers with respect to the Tender Offers (the
"Dealer Managers"). Global Bondholder Services Corporation
acted as the depositary and information agent (the "Depositary")
for the Tender Offers.
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. toll free (U.S. only) at +1 (866) 627-0391 or toll at +1 (212)
250-2955, 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/.
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to sell any securities. The Tender Offers were 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 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 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 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 announcement and any other documents related to 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