RIO DE JANEIRO, Dec. 6, 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 (all
such notes appearing in either tables below, the "Notes" and each a
"series" of Notes), for an aggregate purchase price, excluding
accrued and unpaid interest, of up to US$1,500,000,000, divided as follows: (i) up to
US$1,000,000,000 for Notes of the
series set forth in the table below under the heading "Tender Group
1" (the "Tender Group 1 Notes") and (ii) up to US$500,000,000 for Notes of the series set forth
in the table below under the heading "Tender Group 2" (the "Tender
Group 2 Notes"), in each case at a purchase price to be determined
pursuant to a modified "Dutch Auction" in accordance with the
procedures set forth in the offer to purchase dated December 6, 2018 (as may be amended or
supplemented from time to time, the "Offer to Purchase") 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 Offers with respect to a Tender Group is
not conditioned on the consummation of the Tender Offers with
respect to the other Tender Group. Each Tender Offer is independent
of the other Tender Offers, and PGF may, subject to applicable law,
withdraw or modify any Tender Offer without withdrawing or
modifying other Tender Offers.
The following tables set forth the series of Notes subject to
the Tender Offers for each Tender Group:
Tender Group 1
Tender Cap Amount: US$1,000,000,000
Title of
Security
|
CUSIP/ISIN
|
Principal
Amount
Outstanding(1)
|
Early Tender
Premium(2)
|
Base Price /
Minimum Bid
Price(2)(3)
|
Acceptable Bid
Premium Range(2)
|
Acceptable
Bid
Price
Range(2)(3)(4)
|
5.375% Global
Notes
due January 2021
|
71645WAR2 /
US71645WAR25
|
US$1,211,450,000
|
US$30.00
|
US$997.50
|
US$0.00 –
US$30.00
|
US$997.50 –
US$1,027.50
|
8.375% Global
Notes
due May 2021
|
71647NAP4 /
US71647NAP42
|
US$1,239,981,000
|
US$30.00
|
US$1,067.50
|
US$0.00 –
US$30.00
|
US$1,067.50 –
US$1,097.50
|
6.125% Global
Notes
due January 2022
|
71647NAR0 /
US71647NAR08
|
US$1,522,388,000
|
US$30.00
|
US$1,007.50
|
US$0.00 –
US$30.00
|
US$1,007.50 –
US$1,037.50
|
4.375% Global
Notes
due May 2023
|
71647NAF6 /
US71647NAF69
|
US$3,412,000,000
|
US$30.00
|
US$935.00
|
US$0.00 –
US$30.00
|
US$935.00 –
US$965.00
|
__________________________________________
(1)
|
As of the date
hereof, including Notes held by Petrobras or its
affiliates.
|
(2)
|
Per US$1,000
principal amount of Notes accepted for purchase. PGF will
also pay accrued and unpaid interest to, but not including, the
applicable Settlement Date (defined below).
|
(3)
|
Includes the
applicable Early Tender Premium.
|
(4)
|
Holders who tender
Notes at or prior to the applicable Early Tender Deadline may
specify a Bid Price, which must be within the Acceptable Bid Price
Range.
|
Tender Group 2
Tender Cap Amount: US$500,000,000
Title of
Security
|
CUSIP/ISIN
|
Principal
Amount
Outstanding(1)
|
Early Tender
Premium(2)
|
Base Price /
Minimum Bid
Price(2)(3)
|
Acceptable Bid
Premium Range(2)
|
Acceptable
Bid
Price
Range(2)(3)(4)
|
5.375% Global
Notes
due October 2029
|
N/A /
XS0835891838
|
£450,000,000
|
£30.00
|
£912.50
|
£0.00 -
£37.50
|
£912.50 -
£950.00
|
6.875% Global
Notes
due January 2040
|
71645WAQ4 /
US71645WAQ42
|
US$1,160,615,000.00
|
US$30.00
|
US$930.00
|
US$0.00 –
US$37.50
|
US$930.00 –
US$967.50
|
6.750% Global
Notes
due January 2041
|
71645WAS0 /
US71645WAS08
|
US$1,222,574,000.00
|
US$30.00
|
US$922.50
|
US$0.00 –
US$37.50
|
US$922.50 –
US$960.00
|
5.625% Global
Notes
due May 2043
|
71647NAA7 /
US71647NAA72
|
US$814,406,000
|
US$30.00
|
US$820.00
|
US$0.00 –
US$37.50
|
US$820.00 –
US$857.50
|
__________________________________________
(1)
|
As of the date
hereof, including Notes held by Petrobras or its
affiliates.
|
(2)
|
Per US$1,000 or
£1,000, as applicable, principal amount of Notes accepted for
purchase. PGF will also pay accrued and unpaid interest to,
but not including, the applicable Settlement Date.
|
(3)
|
Includes the
applicable Early Tender Premium.
|
(4)
|
Holders who tender
Notes at or prior to the applicable Early Tender Deadline may
specify a Bid Price, which must be within the Acceptable Bid Price
Range.
|
The Tender Offers will expire at 11:59
p.m., New York City time,
on January 4, 2019, unless extended
or earlier terminated by PGF (such date and time with respect to a
Tender Offer, as the same may be extended, the "Expiration
Date"). Notes validly tendered may be withdrawn at any time
prior to 5:00 p.m., New York City time, on December 19, 2018, unless extended by PGF, 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 December 19, 2018, unless extended by PGF (such
date and time with respect to a Tender Offer, as the same may be
extended, the "Early Tender Deadline") and accepted for purchase
will be eligible to receive the total consideration to be
calculated as described below 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 the
applicable series to, but not including, the applicable Settlement
Date.
The Total Consideration payable for each US$1,000 or £1,000, as applicable, principal
amount of each series of Notes validly tendered at or prior to the
applicable Early Tender Deadline and accepted for purchase (subject
to prorationing) will be equal to the sum of: (i) the minimum
acceptable bid price (the "Base Price"), which includes the Early
Tender Premium, for such series of Notes and (ii) the applicable
clearing premium to be determined as described below.
The clearing premium for all series of Notes in a Tender Group
will be determined at the applicable Early Tender Deadline by
consideration of the bid premium (the amount by which each bid
price – representing the minimum Total Consideration each Holder is
willing to receive for such Notes – exceeds the applicable Base
Price) specified by each holder validly tendering (and not validly
withdrawing) Notes of each series in each of Tender Group 1 or
Tender Group 2, as applicable, at or prior to the applicable Early
Tender Deadline. Each bid price must fall within the
acceptable bid price range set forth in the applicable table
above. PGF will then consider all of the bid premiums
received across all series of Notes in a Tender Group, in order of
lowest to highest bid premiums (e.g., a bid premium of
US$2.50 is lower than a bid premium
of US$5.00). The clearing premium for
all series of Notes in a Tender Group will be (i) the single lowest
bid premium for all valid tenders of Notes of all series in a
Tender Group such that, for all Notes in a Tender Group validly
tendered at or prior to the applicable Early Tender Deadline whose
bid price results in a bid premium equal to or less than this
single lowest premium, PGF will be able to spend the applicable
Tender Cap, taking into account the aggregate principal amount of
Notes tendered, the applicable Total Consideration and the
prorationing described in the Offer to Purchase, or (ii) in the
event that the purchase of all Notes in a Tender Group validly
tendered at or prior to the applicable Early Tender Deadline would
result in PGF spending less than the applicable Tender Cap for such
Tender Group, the clearing premium will be equal to the highest bid
premium with respect to any Notes in that Tender Group that are
validly tendered at or prior to the applicable Early Tender
Deadline.
If the Tender Offers are oversubscribed at or prior to the
applicable Early Tender Deadline, (i) PGF will not accept for
purchase any Notes of such Tender Group tendered after the
applicable Early Tender Deadline and (ii) PGF will (assuming
satisfaction or, where applicable, the waiver of the conditions to
the Tender Offers for such Tender Group) accept for purchase on the
applicable Early Acceptance Date (or, if there is no Early
Acceptance Date, the applicable Expiration Date), the Notes of such
Tender Group tendered at or prior to the applicable Early Tender
Deadline as follows: (i) first, PGF will accept for purchase all
Notes of such Tender Group validly tendered at or prior to the
applicable Early Tender Deadline with a bid price that results in a
bid premium less than the applicable clearing premium for such
Tender Group; and (ii) second, PGF will accept for purchase all
Notes of a Tender Group validly tendered at or prior to the
applicable Early Tender Deadline with a bid price that results in a
bid premium equal to the applicable clearing premium on a prorated
basis, using a single proration factor across all series of Notes
of such Tender Group, such that PGF will not accept for purchase
Notes for an aggregate purchase price, excluding Accrued Interest,
in excess of the Tender Cap for such Tender Group.
If the Tender Offers for a Tender Group are not oversubscribed
at the applicable Early Tender Deadline but the purchase of all
Notes of a Tender Group validly tendered after the Early Tender
Deadline and at or prior to the applicable Expiration Date, when
considered together with the Notes that were tendered for purchase
as of the applicable Early Tender Deadline, would cause the Company
to accept Notes of a Tender Group for an aggregate purchase price,
excluding Accrued Interest, in excess of the applicable Tender Cap
for such Tender Group, then the Tender Offers for such Tender Group
will be oversubscribed at the applicable Expiration Date and we
will (assuming satisfaction or, where applicable, the waiver of the
conditions to the Tender Offers for such Tender Group) accept for
purchase on the applicable Expiration Date, such Notes tendered
after the Early Tender Deadline on a prorated basis, using a single
proration factor across all series of such Notes of such Tender
Group, such that we will not accept for purchase Notes of a Tender
Group for an aggregate purchase price, excluding Accrued Interest,
in excess of the Tender Cap for such Tender Group.
PGF may, in its sole discretion and subject to applicable law,
increase any of the Tender Caps.
If holders elect to participate in the Tender Offers after the
applicable Early Tender Deadline, the Bid Price set forth in the
Letter of Transmittal, the Agent's Message or the Tender
Instructions, as applicable, will be disregarded and they will only
be eligible to receive the applicable Tender Offer Consideration
and will not be eligible to receive the applicable Early Tender
Premium. Tenders of Notes after the applicable Early Tender
Deadline (regardless of the Bid Price set forth in the Letter of
Transmittal, the Agent's Message or the Tender Instructions, as
applicable) will not be used for purposes of calculating the
applicable Clearing Premium.
If any Notes are purchased in a Tender Offer for any Tender
Group, Notes tendered at or prior to the applicable Early Tender
Deadline with a bid premium equal to or less than the applicable
clearing premium will be accepted for purchase in priority to other
Notes tendered in the same Tender Group after the applicable Early
Tender Deadline. Accordingly, if the Tender Cap for any Tender
Group is reached in respect of tenders made at or prior to the
applicable Early Tender Deadline, no Tender Group 1 Notes or Tender
Group 2 Notes, as applicable, that are tendered after the
applicable Early Tender Deadline will be accepted for purchase.
Following the applicable Early Tender Deadline and prior to the
applicable Expiration Date, PGF may, but is not obligated to, elect
to accept the Notes of a Tender Group validly tendered at or prior
to the applicable Early Tender Deadline, provided that all
conditions to the Tender Offers for such Tender Group have been
satisfied or waived by PGF (the date of any such acceptance, the
"Early Acceptance Date"). Notes of a Tender Group accepted on an
applicable Early Acceptance Date will be settled promptly
thereafter (the date of such settlement, the "Early Settlement
Date"). The "Final Settlement Date" is the date that PGF settles
all Notes of a Tender Group not previously settled on the
applicable Early Settlement Date, if any, and PGF expects such date
to be promptly following the applicable Expiration Date. References
to "Settlement Date" are to each of the Early Settlement Date and
the Final Settlement Date.
In determining the amount of Notes purchased against the
applicable Tender Cap and available for purchases pursuant to the
Tender Offers with respect to applicable Tender Group, the
aggregate U.S. dollar-equivalent principal amount of GBP Notes
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 Early Acceptance Date or Expiration Date, as applicable, 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.
Petrobras and its affiliates will not tender Notes held by them
in the Tender Offers. The Dealer Managers and any of their
respective affiliates may tender Notes held by them for their own
account in accordance with the terms of the Tender Offers.
The Tender Offers are being made pursuant to the Offer to
Purchase and the related letter of transmittal dated December 6, 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, Credit Agricole
Securities (USA) Inc., Itau BBA
USA Securities, Inc., J.P. Morgan
Securities LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Mizuho Securities USA LLC 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, Credit Agricole
Securities (USA) Inc. at +1 (866)
807-6030, Itau BBA USA Securities,
Inc. at +1 (212) 710-6749, J.P. Morgan Securities LLC at +1 (866)
834-4666, Merrill Lynch, Pierce, Fenner & Smith Incorporated at
+1 (888) 292-0070 and Mizuho Securities USA LLC at +1 (866) 271-7403. 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) or
+1 (212)-430-3774.
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.
The communication of this press release 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. Accordingly, such
documents and/or materials are not being distributed to, and must
not be passed on to, the general public in the United Kingdom. The communication of such
documents and/or materials as a financial promotion is only being
directed at and made to those persons in the United Kingdom falling within the definition
of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order") or within Article 43(2) of the Order, or high
net worth companies, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order,
or to other persons to whom it may lawfully be communicated in
accordance with the Order (all such persons together being referred
to as "relevant persons"). The Tender Offers are only available to,
and the Tender Offers will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or
rely on this document or any of its contents.
Forward-Looking Statements
This press release may contain forward-looking statements 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