RIO DE JANEIRO, May 21, 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 tables below (all such notes appearing
under either such heading, the "Notes" and each a "series" of
Notes) for an aggregate purchase price, excluding accrued and
unpaid interest, of up to US$4.0
billion, divided as follows: (i) up to US$2.0 billion for Notes of the series set forth
below under the heading "Tender Group 1" (the "Tender Group 1
Notes") and (ii) up to US$2.0 billion
for Notes of the series set forth below under the heading "Tender
Group 2" (the "Tender Group 2 Notes"), in each case subject to the
"Acceptance Priority Level" for each Tender Group (as defined
below) and subject to proration (each a "Tender Offer" and together
the "Tender Offers"). Tender Group 1 and Tender Group 2 are
referred to herein individually as a "Tender Group" and
collectively as the "Tender Groups". Each Tender Offer is
conditioned upon certain customary offering conditions. The
consummation of the Tender Offer with respect to a Tender Group is
not conditioned on the consummation of the Tender Offer with
respect to the other Tender Group.
The following tables set forth the series of Notes subject to
each Tender Offer and the consideration payable for Notes accepted
for purchase in the Tender Offers.
Tender Group
1
|
|
Tender Cap Amount:
US$2.0 billion
|
|
Title of
Security
|
CUSIP/ISIN
|
Principal
Amount
Outstanding(1)
|
Acceptance
Priority
Level
|
Tender Offer
Consideration(2)
|
Early
Tender
Premium(2)
|
Total
Consideration(2)(3)
|
3.750% Global
Notes DUE JANUARY 2021
|
N/A /
XS0982711987
|
€384,229,000
|
1
|
€1,045.00
|
€30.00
|
€1,075.00
|
4.25% Global
Notes
DUE OCTOBER 2023
|
N/A /
XS0835890350
|
€700,000,000
|
2
|
€1,052.50
|
€30.00
|
€1,082.50
|
6.125% Global
Notes DUE JANUARY 2022
|
71647N AR0 /
US71647NAR08
|
US$3,000,000,000
|
3
|
US$1,027.50
|
US$30.00
|
US$1,057.50
|
4.375% Global
Notes DUE MAY 2023
|
71647N AF6 /
US71647NAF69
|
US$3,500,000,000
|
4
|
US$946.50
|
US$30.00
|
US$976.50
|
5.375% Global
Notes DUE JANUARY 2021
|
71645W AR2 /
US71645WAR25
|
US$1,216,850,000
|
5
|
US$1,008.75
|
US$30.00
|
US$1,038.75
|
8.375% Global
Notes DUE MAY 2021
|
71647N AP4 /
US71647NAP42
|
US$1,239,981,000
|
6
|
US$1,100.00
|
US$30.00
|
US$1,130.00
|
|
__________________________________________
|
|
(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 Tender Offer
Consideration plus Early Tender Premium.
|
|
Tender Group
2
|
|
Tender Cap Amount:
US$2.0 billion
|
|
Title of
Security
|
CUSIP/ISIN
|
Principal
Amount
Outstanding(1)
|
Acceptance
Priority
Level
|
Tender Offer
Consideration(2)
|
Early
Tender
Premium(2)
|
Total
Consideration(2)(3)
|
5.625% Global
Notes DUE MAY 2043
|
71647N AA7 /
US71647NAA72
|
US$1,750,000,000
|
1
|
US$815.00
|
US$30.00
|
US$845.00
|
6.750% Global
Notes DUE JANUARY 2041
|
71645W AS0 /
US71645WAS08
|
US$2,250,000,000
|
2
|
US$920.00
|
US$30.00
|
US$950.00
|
6.875% Global
Notes DUE JANUARY 2040
|
71645WAQ4 /
US71645WAQ42
|
US$1,500,000,000
|
3
|
US$930.00
|
US$30.00
|
US$960.00
|
5.999% Global
Notes DUE JANUARY 2028
|
71647N
AW9,
N6945A AK3 /
US71647NAW92,
USN6945AAK36
|
US$5,836,134,000
|
4
|
US$935.00
|
US$30.00
|
US$965.00
|
5.299% Global
Notes DUE JANUARY 2025
|
71647N AT6, N6945A
AJ6 /
US71647NAT63,
USN6945AAJ62
|
US$3,759,866,000
|
5
|
US$945.00
|
US$30.00
|
US$975.00
|
|
__________________________________________
|
|
(1) As of the date
hereof, including Notes held by Petrobras or its
affiliates.
|
(2) Per
US$1,000.
|
(3 Includes the Tender
Offer Consideration plus Early Tender Premium.
|
The Tender Offers will expire at 11:59
p.m., New York City time,
on June 18, 2018 unless earlier
terminated or extended by PGF with respect to any Tender Group
(such time and date, as the same 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 June 4, 2018, unless extended with respect to any
Tender Group, 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 June 4, 2018, unless extended with respect to any
Tender Group (such time and date, as the same may be extended, the
"Early Tender Deadline") and accepted for purchase will be eligible
to receive the total consideration indicated in the tables above
with respect to such series of Notes (the "Total Consideration"),
which includes an early tender premium in the amount indicated in
the tables above (the "Early Tender Premium"). Holders of
Notes of any series that are validly tendered after the Early
Tender Deadline 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 Offer for each
Tender Group, if the purchase of all Notes of a Tender Group
validly tendered in the Tender Offer for such Tender Group would
cause PGF to purchase an aggregate principal amount of Notes of
such Tender Group that would result in an aggregate amount in cash
to be paid to holders, excluding accrued and unpaid interest, in
excess of (i) US$2.0 billion with
respect to the Tender Group 1 Notes, based on U.S. dollar exchange
rates as described herein (the "Tender Group 1 Cap") or (ii)
US$2.0 billion with respect to the
Tender Group 2 Notes (the "Tender Group 2 Cap" and, together with
the Tender Group 1 Cap, the "Tender Caps" and each a "Tender Cap"),
then only an aggregate principal amount of Notes of such Tender
Group that results in the payment of an aggregate amount to holders
not in excess of the Tender Cap for such Tender Group will be
accepted in the Tender Offer for such Tender Group. PGF will
pro rate the Notes of a Tender Group accepted in the Tender Offer
for such Tender Group pursuant to the acceptance priority
procedures described in the offer to purchase dated May 21, 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 any of the
Tender Caps.
In determining the amount of Tender Group 1 Notes purchased
against the Tender Group 1 Cap and available for purchases pursuant
to the Tender Offer for Tender Group 1 Notes, the aggregate U.S.
dollar-equivalent principal amount of Tender Group 1 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 Tender Group 1 Notes
validly tendered at or prior to the Early Tender Deadline 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 May 21, 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 Banco Bradesco BBI S.A., Banco Safra S.A.,
acting through its Cayman Islands
Branch, Citigroup Global Markets Inc., Deutsche Bank Securities
Inc., Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc. and Standard Chartered Bank 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 Banco
Bradesco BBI S.A. at +55 (11) 3847-5219, Banco Safra S.A. at
backofficecayman@safra.com.br, Citigroup Global Markets Inc. at +1
(800) 558-3745 (toll free) or +1 (212) 723-6106 (collect), Deutsche
Bank Securities Inc. at +1 (866) 627-0391 (toll free) or +1 (212)
250-2955 (collect), Morgan Stanley & Co. LLC at +1 (800)
624-1808 (toll free) or +1 (212) 761-1057 (collect), Scotia Capital
(USA) Inc. at +1 (800) 372-3930
(toll free) or +1 (212) 225-5559 (collect) and Standard Chartered
Bank at +44 (20) 7885-5739. 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.
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.