RIO DE JANEIRO, March 15, 2018 /PRNewswire/ -- Petróleo
Brasileiro S.A. – Petrobras ("Petrobras") (NYSE: PBR) announces the
commencement of offers by its wholly-owned subsidiary Petrobras
Global Finance B.V. ("PGF") to purchase for cash PGF's notes of the
series set forth in the table below for an aggregate purchase
price, excluding accrued and unpaid interest, of up to US$4.0 billion (all such notes, collectively, the
"Notes" and each a "series" of Notes), subject to the "Acceptance
Priority Level" of such series of Notes and subject to proration
(the "Tender Offers"). The Tender Offers are conditioned upon
certain customary offering conditions.
The following table sets forth the series of Notes subject to
the Tender Offers and the consideration payable for 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)
|
Floating Rate
Global
Notes due March 2020
|
71647N AL3 /
US71647NAL38
|
US$181,695,000
|
1
|
US$1,020.00
|
US$30.00
|
US$1,050.00
|
3.750% Global
Notes
due January 2021
|
N/A /
XS0982711987
|
€750,000,000
|
2
|
€1,047.50
|
€30.00
|
€1,077.50
|
5.375% Global
Notes
due January 2021
|
71645W AR2
/
US71645WAR25
|
US$2,712,805,000
|
3
|
US$1,022.50
|
US$30.00
|
US$1,052.50
|
8.375% Global
Notes
due May 2021
|
71647N AP4 /
US71647NAP42
|
US$2,844,529,000
|
4
|
US$1,113.75
|
US$30.00
|
US$1,143.75
|
6.125% Global
Notes
due January 2022
|
71647N AR0 /
US71647NAR08
|
US$3,000,000,000
|
5
|
US$1,046.25
|
US$30.00
|
US$1,076.25
|
4.375% Global
Notes
due May 2023
|
71647N AF6
/
US71647NAF69
|
US$3,500,000,000
|
6
|
US$966.25
|
US$30.00
|
US$996.25
|
__________________________________________
(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 April 11, 2018 unless earlier
terminated or extended by PGF (such time and date, as they may be
extended, the "Expiration Date"). Notes tendered may be
withdrawn at any time prior to 5:00
p.m., New York City time,
on March 28, 2018, unless extended,
but not thereafter. Holders of 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validly tendered and not validly withdrawn on or prior to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 March 28, 2018, 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 Notes (the "Total Consideration"), which includes an
early tender premium in the amount indicated in the table above
(the "Early Tender Premium"). Holders of 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 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 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 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 Notes validly tendered in the Tender Offers would
cause PGF to purchase an aggregate principal amount of Notes that
would result in an aggregate amount in cash to be paid to holders,
excluding accrued and unpaid interest, in excess of US$4.0 billion (the "Tender Cap"), then only an
aggregate principal amount of 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 Notes
accepted in the Tender Offers pursuant to the acceptance priority
procedures described in the offer to purchase dated March 15, 2018 (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 Notes purchased against the Tender
Cap and available for purchases pursuant to the Tender Offers, the
aggregate U.S. dollar-equivalent principal amount of 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 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 March 15, 2018 (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, BTG Pactual US Capital,
LLC, HSBC Securities (USA) Inc.,
J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, MUFG Securities Americas Inc., and Santander
Investment Securities Inc. to act 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.
The Tender Offers are not being made to holders of 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 (20) 7367-5803, BTG Pactual US Capital,
LLC at +1 (212) 293-4600, HSBC Securities (USA) Inc. at +1 (888) HSBC-4LM, J.P. Morgan
Securities LLC at +1 (866) 846-2874, Merrill Lynch, Pierce, Fenner
& Smith Incorporated at +1 (888) 292-0070, MUFG Securities
Americas Inc. at +1 (877) 744-4532 and Santander Investment
Securities Inc. at +1 (855) 404-3636. 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.
This communication and any other documents or materials
relating to the Tender 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) 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. The distribution of this communication may be
restricted by law. Persons into whose possession this
communication comes should inform themselves about and observe any
such restrictions. Any failure to comply with these
restrictions may constitute a violation of the laws of any such
jurisdiction.
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.
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SOURCE Petroleo Brasileiro S.A.