RIO DE JANEIRO, Sept. 9, 2019 /PRNewswire/ -- Petróleo Brasileiro
S.A. – Petrobras ("Petrobras") (NYSE: PBR) announces that its
wholly-owned subsidiary, Petrobras Global Finance B.V. ("PGF"), has
commenced two concurrent liability management transactions to
purchase or exchange, as applicable, seven series of PGF's
outstanding notes (the "Offers").
The Offers will expire at 5:00
p.m. (New York City time)
on September 13, 2019 (such date and
time with respect to an Offer, as the same may be extended with
respect to such Offer, the "Expiration Date"). Notes of the
series listed in the table below (the "Old Notes") tendered for
purchase or exchange may be validly withdrawn at any time at or
prior to 5:00 p.m. (New York City time) on September 13, 2019 (such date and time with
respect to an Offer, as the same may be extended with respect to
such Offer, the "Withdrawal Date"), but not thereafter, unless
extended by PGF. The settlement date with respect to an Offer
will be promptly following the applicable Expiration Date and is
expected to be September 18, 2019
(such date and time with respect to an Offer, as the same may be
extended with respect to such Offer, the "Settlement Date").
Exchange Offers
The first Offer consists of seven separate private offers to
exchange (the "Exchange Offers") any and all of the outstanding
series of Old Notes for newly issued debt securities of PGF due
2030 (the "New Notes") and cash (the "Cash Amount" and, together
with the New Notes to be issued in the Exchange Offers, the
"Exchange Consideration"), upon the terms and subject to the
conditions set forth in the offering memorandum, dated September 9, 2019, the related eligibility letter
(the "Eligibility Letter") and notice of guaranteed delivery (the
"Notice of Guaranteed Delivery," together with the Offering
Memorandum and the Eligibility Letter, the "Exchange Offer
Documents").
Only holders who have returned a duly completed Eligibility
Letter certifying that they are either (1) "qualified institutional
buyers" as defined in Rule 144A under the Securities Act ("QIBs")
or (2) non-"U.S. persons" (as defined in Rule 902 under the
Securities Act) located outside of the
United States that are qualified offerees in other
jurisdictions are authorized to receive the Offering Memorandum and
to participate in the Exchange Offers ("Eligible Holders").
The following table sets forth the Old Notes subject to the
Exchange Offers, as well as certain terms relating to the Exchange
Offers, including the hypothetical exchange consideration and
acceptance priority levels (the "Acceptance Priority Levels") in
connection with the Complete Exchange Condition (as defined
below):
CUSIP /
ISIN
Numbers
|
Title of
Security
|
Acceptance
Priority
Level
|
Principal
Amount
Outstanding
|
Reference
U.S. Treasury
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
(basis
points)
|
|
Composition of
Hypothetical
Exchange Consideration per
U.S.$1,000 Principal Amount of Old
Notes
|
Hypothetical
Exchange
Consideration(1)
|
Hypothetical
Cash
Amount (2)
|
Hypothetical
New
Notes Amount (3)
|
71647NAF6 /
US71647NAF69
|
4.375% Global
Notes
due May 2023
|
1
|
U.S.$1,500,414,000
|
1.250% due
August 31, 2024
|
FIT1
|
+140
|
U.S.$1,053.96
|
U.S.$526.98
|
U.S.$526.98
|
71647NAM1 /
US71647NAM11
|
6.250% Global
Notes
due March 2024
|
2
|
U.S.$1,984,522,000
|
1.250% due
August 31, 2024
|
FIT1
|
+173
|
U.S.$1,129.24
|
U.S.$564.62
|
U.S.$564.62
|
71647N
AV1,
N6945A AJ6
/
US71647NAV10,
USN6945AAJ62
|
5.299% Global
Notes
due January 2025
|
3
|
U.S.$2,661,378,000
|
1.250% due
August 31, 2024
|
FIT1
|
+178
|
U.S.$1,102.68
|
U.S.$551.34
|
U.S.$551.34
|
71647NAQ2 /
US71647NAQ25
|
8.750% Global
Notes
due May 2026
|
4
|
U.S.$2,962,000,000
|
1.625% due
August 15, 2029
|
FIT1
|
+243
|
U.S.$1,277.73
|
U.S.$638.86
|
U.S.$638.87
|
71647NAS8 /
US71647NAS80
|
7.375% Global
Notes
due January 2027
|
5
|
U.S.$3,391,069,000
|
1.625% due
August 15, 2029
|
FIT1
|
+249
|
U.S.$1,209.59
|
U.S.$604.79
|
U.S.$604.80
|
71647N AW9,
N6945A AK3,
71647N AY5 /
US71647NAW92, USN6945AAK36, US71647NAY58
|
5.999% Global
Notes
Due January 2028
|
6
|
U.S.$4,790,114,000
|
1.625% due
August 15, 2029
|
FIT1
|
+269
|
U.S.$1,122.96
|
U.S.$336.89
|
U.S.$786.07
|
71647NAZ2 /
US71647NAZ24
|
5.750% Global
Notes
due February 2029
|
7
|
U.S.$2,623,099,000
|
1.625% due
August 15, 2029
|
FIT1
|
+281
|
U.S.$1,106.13
|
U.S.$331.84
|
U.S.$774.29
|
______________________
(1)
|
Per U.S.$1,000
principal amount of Old Notes validly tendered and accepted for
exchange, based on the fixed spread for the applicable series of
Old Notes, plus the yield of the Reference U.S. Treasury
Security for that series as of 2:00 p.m. (New York City time) on
September 6, 2019. The information related to consideration
provided in the above table is for illustrative purposes only. We
make no representation with respect to the actual consideration
that may be paid in connection with the Exchange Offers , and such
amounts may be greater or less than those shown in the above table
depending on the yield of the applicable Reference U.S. Treasury
Security as of 2:00 p.m. (New York City time) on September 13, 2019
(such date and time with respect to an Exchange Offer, as it may be
extended with respect to such Exchange Offer, the "Price
Determination Date"). The actual Exchange Consideration for each
series of Old Notes will be based on the fixed spread for the
applicable series of Old Notes, plus the yield of the
Reference U.S. Treasury Security for that series as of 2:00 p.m.
(New York City time) on the Price Determination Date. The
applicable Exchange Consideration does not include accrued and
unpaid interest on the Old Notes accepted for exchange (the
"Accrued Coupon Payment"), which is payable in cash in addition to
the applicable Exchange Consideration.
|
(2)
|
With respect to each
series of Old Notes in Acceptance Priority Levels 1 through 5, the
Cash Amount payable as part of the applicable Exchange
Consideration will be equal to 50% of the applicable Exchange
Consideration. With respect to each series of Old Notes in
Acceptance Priority Levels 6 and 7, the Cash Amount will be equal
to 30% of the applicable Exchange Consideration.
|
(3)
|
Payable in principal
amount of New Notes per each U.S.$1,000 principal amount of the
specified series of Old Notes validly tendered and accepted for
exchange. With respect to each series of Old Notes in Acceptance
Priority Levels 1 through 5, the principal amount of New Notes to
be issued and delivered as part of the applicable Exchange
Consideration will be equal to 50% of the applicable Exchange
Consideration. With respect to each series of Old Notes in
Acceptance Priority Levels 6 and 7, the principal amount of New
Notes to be issued and delivered as part of the applicable Exchange
Consideration will be equal to 70% of the applicable Exchange
Consideration.
|
Upon the terms and subject to the conditions set forth in the
Exchange Offer Documents, Eligible Holders who validly tender and
who do not validly withdraw Old Notes at or prior to the applicable
Expiration Date, or at or prior to 5:00
p.m. (New York City time)
on the second business day after the applicable Expiration Date
pursuant to guaranteed delivery procedures (the "Guaranteed
Delivery Date"), and whose Old Notes are accepted for exchange by
PGF, will receive the applicable Exchange Consideration.
PGF will not complete the Exchange Offers if the aggregate
principal amount of New Notes to be issued in the Exchange Offers
would be less than U.S.$1.0
billion.
PGF's obligation to complete an Exchange Offer with respect to a
particular series of Old Notes is conditioned on the aggregate Cash
Amount payable for all Old Notes validly tendered in the Exchange
Offers not exceeding U.S.$3.0 billion
(the "Maximum Cash Amount"), and on the Maximum Cash Amount being
sufficient to pay the aggregate Cash Amount for all validly
tendered Old Notes of such series (after paying the applicable Cash
Amount for all validly tendered Old Notes having a higher
Acceptance Priority Level) (the "Complete Exchange Condition"). For
purposes of determining whether the Complete Exchange Condition is
satisfied, PGF will assume that all Old Notes tendered pursuant to
the guaranteed delivery procedures will be duly delivered at or
prior the Guaranteed Delivery Date and PGF will not subsequently
adjust the acceptance of Old Notes in accordance with the
Acceptance Priority Levels if any such Old Notes are not so
delivered.
The Old Notes accepted for exchange in the Exchange Offers will
be accepted in accordance with their Acceptance Priority Levels
(with 1 being the highest Acceptance Priority Level and 7 being the
lowest Acceptance Priority Level). PGF will accept in the Exchange
Offers all Old Notes of each series tendered in accordance with the
applicable Acceptance Priority Level, so long as the Maximum Cash
Amount is equal to or greater than the sum of the aggregate Cash
Amount for all tendered Old Notes of such series, plus the
aggregate Cash Amount for all tendered Old Notes of each series
having a higher Acceptance Priority Level. All Old Notes of a
series validly tendered having a higher Acceptance Priority Level
will be accepted before any Old Notes having a lower Acceptance
Priority Level are accepted.
PGF's obligation to accept any series of Old Notes tendered in
the Exchange Offers is also subject to the satisfaction of certain
customary conditions, including the consummation of the Cash Offers
described below (which condition is not waivable).
PGF reserves the right, subject to applicable law, to waive any
and all conditions to any Exchange Offer (other than conditions
described as non-waivable).
The coupon for the New Notes will be determined on the Price
Determination Date. The New Notes are expected to mature on
January 15, 2030 and will bear
interest at a rate per annum (the "New Notes Coupon"), which will
be equal to the sum of (a) the yield of the 1.625% U.S. Treasury
Security due 2029 (the "New Notes Reference Security"), as
calculated by the Dealer Managers (as defined below) in accordance
with standard market practice, that equates to the bid- side price
of the New Notes Reference Security appearing at the Price
Determination Date on the Bloomberg Reference Page FIT1, or any
other recognized quotation source selected by the Dealer Managers
in their sole discretion if such quotation report is not available
or manifestly erroneous, plus (b) 322 basis points, such sum
rounded to the third decimal place when expressed as a
percentage.
Promptly after 2:00 p.m.
(New York City time) on the Price
Determination Date, PGF will issue a press release specifying the
actual Exchange Consideration for each series of Old Notes, as well
as the New Notes Coupon.
If and when issued, the New Notes will not be registered under
the Securities Act or any state securities laws. Therefore,
the New Notes may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and any applicable state securities laws. PGF
will enter into a registration rights agreement with respect to the
New Notes.
Global Bondholder Services Corporation will act as the
Information Agent and the Exchange Agent for the Exchange Offers.
Questions or requests for assistance related to the Exchange Offers
or for additional copies of the Exchange Offer Documents may be
directed to Global Bondholder Services Corporation at (866)
470-3800 (toll free) or (212) 430-3774 (collect). You may also
contact your broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Exchange Offers. The
Exchange Offer Documents can be accessed at the following link:
https://gbsc-usa.com/eligibility/Petrobras.
Cash Offers
The second Offer consists of seven separate offers to purchase
for cash (the "Cash Offers") any and all of each series of Old
Notes, on the terms and subject to the conditions set forth in the
Offer to Purchase, dated September 9,
2019 (the "Offer to Purchase" and, together with the
accompanying certification instructions letter and notice of
guaranteed delivery, the "Cash Offer Documents").
Holders who are either (i) QIBs within the meaning of Rule
144A under the Securities Act or (ii) non-U.S. persons (as defined
in Rule 902 under the Securities Act) located outside the United States within the meaning of
Regulation S under the Securities Act, are not permitted to
participate in the Cash Offers. All other holders of Old
Notes are eligible to participate in the Cash Offers (such other
holders, the "Retail Holders"). Holders participating in the
Cash Offers are required to certify that they are Retail
Holders. Eligible Holders are not Retail Holders, and
therefore not eligible to participate in the Cash Offers.
The following table sets forth the Old Notes subject to the Cash
Offers, as well as certain terms relating to the Cash Offers,
including the hypothetical tender consideration and the Acceptance
Priority Levels in connection with the Complete Purchase Condition
(as defined below):
CUSIP/ISIN
Number
|
Title of
Security
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
Reference
U.S.
Treasure
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
(basis
points)
|
Hypothetical
Tender
Consideration(1)
|
71647NAF6 /
US71647NAF69
|
4.375% Global
Notes
due May 2023
|
U.S.$1,500,414,000
|
1
|
1.250% due
August 31, 2024
|
FIT1
|
+140
|
U.S.$1,053.96
|
71647NAM1 /
US71647NAM11
|
6.250% Global
Notes
due March 2024
|
U.S.$1,984,522,000
|
2
|
1.250% due
August 31, 2024
|
FIT1
|
+173
|
U.S.$1,129.24
|
71647N AV1,
N6945A AJ6 /
US71647NAV10,
USN6945AAJ62
|
5.299% Global
Notes
due January 2025
|
U.S.$2,661,378,000
|
3
|
1.250% due
August 31, 2024
|
FIT1
|
+178
|
U.S.$1,102.68
|
71647NAQ2 /
US71647NAQ25
|
8.750% Global
Notes
due May 2026
|
U.S.$2,962,000,000
|
4
|
1.625% due
August 15, 2029
|
FIT1
|
+243
|
U.S.$1,277.73
|
71647NAS8 /
US71647NAS80
|
7.375% Global
Notes
due January 2027
|
U.S.$3,391,069,000
|
5
|
1.625% due
August 15, 2029
|
FIT1
|
+249
|
U.S.$1,209.59
|
71647N AW9,
N6945A AK3,
71647N AY5 /
US71647NAW92,
USN6945AAK36,
US71647NAY58
|
5.999% Global
Notes
due January 2028
|
U.S.$4,790,114,000
|
6
|
1.625% due
August 15, 2029
|
FIT1
|
+269
|
U.S.$1,122.96
|
71647NAZ2 /
US71647NAZ24
|
5.750% Global
Notes
due February 2029
|
U.S.$2,623,099,000
|
7
|
1.625% due
August 15, 2029
|
FIT1
|
+281
|
U.S.$1,106.13
|
______________________
(1)
|
Per U.S.$1,000
principal amount of Old Notes validly tendered and accepted for
exchange, based on the fixed spread for the applicable series of
Old Notes plus the yield of the Reference U.S. Treasury
Security for that series as of 2:00 p.m. (New York City time) on
September 6, 2019. The information related to consideration
provided in the above table is for illustrative purposes only. We
make no representation with respect to the actual consideration
that may be paid in connection with the Cash Offers, and such
amounts may be greater or less than those shown in the above table
depending on the yield of the applicable Reference U.S. Treasury
Security as of 2:00 p.m. (New York City time) on the Price
Determination Date. The actual consideration payable in the Cash
Offers ("the "Tender Consideration") for each series of Old Notes
will be based on the fixed spread for the applicable series of Old
Notes, plus the yield of the Reference U.S. Treasury
Security for that series as of 2:00 p.m. (New York City time) on
the Price Determination Date. The applicable Tender
Consideration does not include Accrued Coupon Payment with respect
to Old Notes accepted for purchase, which is payable in cash in
addition to the applicable Tender Consideration.
|
Upon the terms and subject to the conditions set forth in the
Cash Offer Documents, Retail Holders who (i) validly tender and do
not validly withdraw Old Notes at or prior to the
applicable Expiration Date or (ii) deliver a properly
completed and duly executed notice of guaranteed delivery and all
other required documents at or prior to the
applicable Expiration Date and tender their Old Notes at or
prior to the Guaranteed Delivery Date, and whose Old Notes are
accepted for purchase by us, will receive the applicable Tender
Consideration for each U.S.$1,000
principal amount of such Old Notes. The Tender Consideration will
be payable in cash.
PGF's obligation to complete a Cash Offer with respect to a
particular series of Old Notes is conditioned on the aggregate
Tender Consideration payable for all Old Notes validly tendered in
the Cash Offers not exceeding U.S.$500.0
million (the "Maximum Consideration"), and on the Maximum
Consideration being sufficient to pay the aggregate Tender
Consideration for all Old Notes (after paying the Tender
Consideration for all validly tendered Old Notes having a higher
acceptance priority level as set forth in the above table) (the
"Complete Purchase Condition"). For purposes of determining whether
the Complete Purchase Condition is satisfied, PGF will assume that
all Old Notes tendered pursuant to the guaranteed delivery
procedures will be duly delivered at or prior the Guaranteed
Delivery Date and PGF will not subsequently adjust the acceptance
of Old Notes in accordance with the Acceptance Priority Levels if
any such Old Notes are not so delivered.
The Old Notes accepted for purchase in the Cash Offers will be
accepted in accordance with their Acceptance Priority Levels (with
1 being the highest Acceptance Priority Level and 7 being the
lowest Acceptance Priority Level). PGF will accept in the Cash
Offers all Old Notes of each series tendered in accordance with the
applicable Acceptance Priority Level, so long as the Maximum
Consideration is equal to or greater than the sum of the aggregate
Tender Consideration payable for all validly tendered Old Notes of
such series, plus the aggregate Tender Consideration payable
for all validly tendered Old Notes of each series having a higher
Acceptance Priority Level. All Old Notes of a series validly
tendered having a higher Acceptance Priority Level will be accepted
before any Old Notes having a lower Acceptance Priority Level are
accepted.
PGF's obligation to accept any series of Old Notes tendered in
the Cash Offers is also subject to the satisfaction of certain
customary conditions, including the consummation of the Exchange
Offers (which condition is not waivable). PGF reserves the right,
subject to applicable law, to waive any and all conditions to any
Cash Offer (other than conditions described as non-waivable).
Promptly after 2:00 p.m.
(New York City time) on the Price
Determination Date, PGF will issue a press release specifying the
actual Tender Consideration for each series of Old Notes.
Global Bondholder Services Corporation will also act as the
Information Agent and the Tender Agent for the Cash Offers.
Questions or requests for assistance related to the Cash Offers or
for additional copies of the Cash Offer Documents may be directed
to Global Bondholder Services Corporation at (866) 470-3800 (toll
free) or (212) 430-3774 (collect). You may also contact your
broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Cash Offers. The Cash Offer Documents can
be accessed at the following link:
https://www.gbsc-usa.com/Petrobras/.
PGF has engaged Citigroup Global Markets Inc., Credit Agricole
Securities (USA) Inc., HSBC
Securities (USA) Inc., Mizuho
Securities USA LLC, Morgan Stanley
& Co. LLC and Santander Investment Securities Inc.
(collectively, the "Dealer Managers"), to act as dealer managers
with respect to the Offers.
If PGF terminates any Offer with respect to one or more series
of Old Notes, it will give prompt notice to the Tender Agent and
Exchange Agent and all Old Notes tendered pursuant to such
terminated Offer will be returned promptly to the tendering holders
thereof. With effect from such termination, any Old Notes blocked
in the Depository Trust Company (DTC) will be released.
Holders are advised to check with any bank, securities broker
or other intermediary through which they hold Old Notes as to when
such intermediary needs to receive instructions from a holder in
order for that holder to be able to participate in, or (in the
circumstances in which revocation is permitted) revoke their
instruction to participate in, the Offers, before the deadlines
specified herein and in the Exchange Offer Documents or the Cash
Offer Documents, as applicable. The deadlines set by each clearing
system for the submission and withdrawal of tender instructions
will also be earlier than the relevant deadlines specified herein
and in the Exchange Offer Documents or the Cash Offer Documents, as
applicable.
This announcement is for informational purposes only. This
announcement is not an offer to purchase or exchange or a
solicitation of an offer to purchase or exchange any Old Notes. The
Exchange Offers are being made solely pursuant to the Exchange
Offer Documents and the Cash Offers are being made solely pursuant
to the Cash Offer Documents. The Offers are not being made to
holders of Old Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the securities laws or blue sky laws require the Offers to be
made by a licensed broker or dealer, the Offers will be deemed to
be made on behalf of PGF by the dealer managers for the Offers or
one or more registered brokers or dealers that are licensed under
the laws of such jurisdiction.
The communication of this press release and any other
documents or materials relating to the 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 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
Offers were only available to, and the Offers were engaged in
only with, relevant persons. Any person who is not a relevant
person should not act or rely on any document relating to the
Offers or any of their contents.
Forward-Looking Statements
This press release 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.
View original
content:http://www.prnewswire.com/news-releases/petrobras-announces-private-exchange-offers-for-seven-series-of-notes-and-related-tender-offers-open-to-certain-investors-300914000.html
SOURCE Petróleo Brasileiro S.A. - Petrobras