RIO DE JANEIRO, March 28, 2018 /PRNewswire/
-- Petróleo Brasileiro S.A. – Petrobras ("Petrobras")
(NYSE: PBR) announces that holders of US$7,639,381,000 and €365,771,000 principal
amount of the outstanding notes of the series set forth in the
table below (all such notes, collectively, the "Notes" and each a
"series" of Notes), issued by its wholly-owned subsidiary Petrobras
Global Finance B.V. ("PGF"), tendered their Notes at or prior to
5:00 p.m., New York City time, on March 28, 2018 (the "Early Tender Date"),
pursuant to PGF's previously announced cash tender offers (the
"Tender Offers").
The following table summarizes the early tender results as of
the Early Tender Date and the principal amount of Notes that PGF
has accepted for purchase:
Title of
Security
|
CUSIP /
ISIN
|
Principal
Amount
Outstanding(1)
|
Acceptance
Priority
Level
|
Total
Consideration(2)
|
Principal
Amount
Tendered
|
Principal
Amount
Accepted for Purchase
|
Proration
Factor
|
Floating Rate
Global
Notes due March 2020
|
71647N AL3 /
US71647NAL38
|
US$181,695,000
|
1
|
US$1,050.00
|
US$96,314,000
|
US$96,314,000
|
100.00%
|
|
|
|
|
|
|
|
|
3.750% Global
Notes due January
2021
|
N/A /
XS0982711987
|
€750,000,000
|
2
|
€1,077.50
|
€365,771,000
|
€365,771,000
|
100.00%
|
|
|
|
|
|
|
|
|
5.375% Global
Notes
due January 2021
|
71645W AR2
/
US71645WAR25
|
US$2,712,805,000
|
3
|
US$1,052.50
|
US$1,495,955,000
|
US$1,495,955,000
|
100.00%
|
|
|
|
|
|
|
|
|
8.375% Global
Notes due May 2021
|
71647N AP4 /
US71647NAP42
|
US$2,844,529,000
|
4
|
US$1,143.75
|
US$2,175,327,000
|
US$1,604,548,000
|
73.80%
|
|
|
|
|
|
|
|
|
6.125% Global
Notes
due January 2022
|
71647N AR0 /
US71647NAR08
|
US$3,000,000,000
|
5
|
US$1,076.25
|
US$2,328,891,000
|
US$0
|
-
|
|
|
|
|
|
|
|
|
4.375% Global
Notes
due May 2023
|
71647N AF6
/
US71647NAF69
|
US$3,500,000,000
|
6
|
US$996.25
|
US$1,542,894,000
|
US$0
|
-
|
|
|
|
|
|
|
|
|
(1) As of the
date hereof, including Notes held by Petrobras or its
affiliates.
|
(2) Per
US$1,000 or €1,000, as applicable. The Total Consideration
includes an early tender premium equal to US$30.00 per US$1,000
principal amount for each series of US dollar denominated Notes
accepted for purchase, and €30.00 per €1,000 principal amount for
each series of Euro denominated Notes accepted for
purchase.
|
Because the purchase of 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 to be received by
holders in excess of US$4.0 billion
(the "Tender Cap"), based on the US dollar exchange rate described
herein, PGF has accepted for purchase all tendered Floating Rate
Global Notes due March 2020, 3.750%
Global Notes due January 2021 and
5.375% Global Notes due January 2021,
only US$1,604,548,000 principal
amount of 8.375% Global Notes due May
2021 (the "8.375% Notes"), and none of the 6.125% Global
Notes due January 2022 or the 4.375%
Global Notes due May 2023. PGF will pay holders of 8.375%
Notes tendered on or prior to the Early Tender Date on a pro rata
basis according to the pro ration procedures described in the offer
to purchase dated March 15, 2018 (as
amended and supplemented from time to time, the "Offer to
Purchase"). The early settlement date on which PGF will make
payment for Notes accepted in the Tender Offers is expected to be
March 29, 2018 (the "Early Settlement
Date").
The total cash payment to purchase the accepted Notes on the
Early Settlement Date will be approximately US$3,999.9 million, excluding accrued and unpaid
interest, based on the US dollar exchange rate described
herein. Notes that have been validly tendered on or prior to
the Early Tender Date cannot be withdrawn, except as may be
required by applicable law.
Holders of Notes who tender after the Early Tender Date will not
have any of their Notes accepted for purchase. Any tendered Notes
that are not accepted for purchase will be returned or credited
without expense to the holder's account.
The Tender Offers will expire at 11:59
p.m., New York City time,
on April 11, 2018.
The exchange rate used to translate Euro to US dollars was
US$1.2409 per Euro, the applicable
exchange rate as of 2:00 p.m.,
New York City time on March 27, 2018, as reported on Bloomberg screen
page "FXIP" under the heading "FX Rate vs. USD."
The Tender Offers are being made pursuant to the Offer to
Purchase, and the related letter of transmittal dated March 15, 2018 (as 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.
* * * * *
This press release is not an offer to sell or purchase, nor a
solicitation of an offer to sell or purchase, nor the solicitation
of tenders with respect to, the securities described herein. 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 Petróleo Brasileiro S.A. - Petrobras