RIO DE JANEIRO, Sept. 16, 2019 /PRNewswire/ -- Petróleo
Brasileiro S.A. – Petrobras ("Petrobras") (NYSE: PBR) today
announced the expiration and expiration date results of the
previously announced offers to exchange (the "Exchange Offers"), by
its wholly-owned subsidiary Petrobras Global Finance B.V. ("PGF"),
relating to seven series of its outstanding notes set forth in the
tables below (the "Old Notes").
The Exchange Offers and related offers to purchase for cash
previously announced (the "Cash Offers" and together with the
Exchange Offers, the "Offers"), expired at 5:00 p.m. (New York
City time) on September 13,
2019 (the "Expiration Date") and are expected to settle on
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 Exchange Offers were made pursuant to the terms and subject
to the conditions set forth in the Offering Memorandum dated
September 9, 2019 (the "Offering Memorandum," as amended and
supplemented, and together with the related eligibility letter and
notice of guaranteed delivery, the "Exchange Offer Documents").
The table below provides the aggregate principal amount of each
series of Old Notes validly tendered in the Exchange Offers and not
validly withdrawn at or prior to the Expiration Date, which PGF
expects to accept, subject to the satisfaction of the conditions
set forth in the Offering Memorandum:
CUSIP /
ISIN
Numbers
|
Title of
Security
|
Principal
Amount
Outstanding
|
Principal Amount
Tendered by the Expiration Date(1)
|
Principal Amount
Reflected in Notices of Guaranteed
Delivery(2)
|
71647NAF6 /
US71647NAF69
|
4.375% Global Notes
due May 2023
|
U.S.$1,500,414,000
|
U.S.$84,838,000
|
U.S.$400,000
|
71647NAM1 /
US71647NAM11
|
6.250% Global Notes
due March 2024
|
U.S.$1,984,522,000
|
U.S.$387,354,000
|
U.S.$215,000
|
71647N AV1, N6945A
AJ6 /
US71647NAV10,
USN6945AAJ62
|
5.299% Global Notes
due January 2025
|
U.S.$2,661,378,000
|
U.S.$534,813,000
|
U.S.$6,413,000
|
71647NAQ2 /
US71647NAQ25
|
8.750% Global Notes
due May 2026
|
U.S.$2,962,000,000
|
U.S.$906,700,000
|
U.S.$740,000
|
71647NAS8
/US71647NAS80
|
7.375% Global Notes
due January 2027
|
U.S.$3,391,069,000
|
U.S.$1,121,312,000
|
U.S.$2,149,000
|
71647N AW9, N6945A
AK3,
71647N AY5 /US71647NAW92, USN6945AAK36, US71647NAY58
|
5.999% Global Notes
Due January 2028
|
U.S.$4,790,114,000
|
U.S.$2,014,063,000
|
U.S.$28,472,000
|
71647NAZ2 /
US71647NAZ24
|
5.750% Global Notes
due February 2029
|
U.S.$2,623,099,000
|
U.S.$1,026,914,000
|
U.S.$11,623,000
|
______________________
(1) Principal amount of New Notes to be issued
does not include New Notes that may be issued in exchange for Old
Notes tendered pursuant to guaranteed delivery procedures prior to
the Guaranteed Delivery Date (as defined below).
(2) Principal amount of Old Notes that may be
tendered pursuant to guaranteed delivery procedures prior to the
Guaranteed Delivery Date.
Upon the terms and subject to the conditions set forth in the
Exchange Offer Documents, PGF expects that it will issue
approximately U.S.$4,109,583,000
aggregate principal amount of 5.093% global notes due 2030 (the
"New Notes"), and that it will pay U.S.$2,782,440,087.68 in cash, as consideration for
the Old Notes expected to be accepted in the Exchange Offers,
without taking into account additional New Notes that may be issued
and additional cash that may be paid, in exchange for Old Notes
reflected in notices of guaranteed delivery received by PGF at
or prior to 5:00 p.m. (New York City time) on September 17, 2019 (the "Guaranteed Delivery
Date") pursuant to guaranteed delivery procedures described in the
Offering Memorandum (the "Guaranteed Delivery Procedures"). The
pricing terms of the New Notes were announced by Petrobras on
September 13, 2019.
In addition to the applicable exchange consideration, eligible
holders whose Old Notes are accepted for exchange will be paid, in
cash, accrued and unpaid interest on such Old Notes to, but not
including, the Settlement Date. Interest will cease to accrue
on the Settlement Date for all Old Notes accepted in the Exchange
Offers, including those tendered through the Guaranteed Delivery
Procedures. The total amount of accrued and unpaid interest to be
paid by PGF, together with the total amount of cash to be paid by
PGF in lieu of fractional amounts of New Notes, will be
approximately U.S.$71,246,761.93
(excluding amounts payable in respect of Old Notes that may be
tendered pursuant to the Guaranteed Delivery Procedures).
The actual aggregate principal amounts of New Notes that will be
issued, and the total amount of cash, including accrued and unpaid
interest, that will be paid, on the Settlement Date, are subject to
change based on deliveries under the Guaranteed Delivery Procedures
and final validation of tenders. PGF will not receive any cash
proceeds from the Exchange Offers.
Given the amount of New Notes expected to be issued on the
Settlement Date, the condition to consummate the Exchange Offers
relating to the minimum issue requirement described in the Offering
Memorandum, along with the condition relating to the settlement of
the Cash Offers, are expected to be satisfied on the Settlement
Date. All the other conditions for the consummation of the Exchange
Offers were satisfied on the Expiration Date.
The New Notes have not been registered under the Securities Act
of 1933, as amended (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.
Only holders who had duly completed and returned an eligibility
letter certifying that they were either (1) "qualified
institutional buyers" ("QIBs") as defined in Rule 144A under the
Securities Act or (2) non-"U.S. persons" (as defined in Rule 902
under the Securities Act) located outside of the United States were authorized to receive
the Offering Memorandum and to participate in the Exchange
Offers.
Global Bondholder Services Corporation is acting 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 Cash Offers were made pursuant to 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 related certification instructions
letter and notice of guaranteed delivery, the "Cash Offer
Documents").
The table below provides the aggregate principal amount of each
series of Old Notes validly tendered in the Cash Offers and not
validly withdrawn at or prior to the Expiration Date, which PGF
expects to accept, subject to the satisfaction of the conditions
set forth in the Offer to Purchase:
CUSIP /
ISIN
Numbers
|
Title of
Security
|
Principal
Amount
Outstanding
|
Principal Amount
Tendered by the Expiration Date
|
71647NAF6 /
US71647NAF69
|
4.375% Global Notes
due May 2023
|
U.S.$1,500,414,000
|
U.S.$9,606,000
|
71647NAM1 /
US71647NAM11
|
6.250% Global Notes
due March 2024
|
U.S.$1,984,522,000
|
U.S.$9,978,000
|
71647N AV1, N6945A
AJ6 /
US71647NAV10,
USN6945AAJ62
|
5.299% Global Notes
due January 2025
|
U.S.$2,661,378,000
|
U.S.$4,808,000
|
71647NAQ2 /
US71647NAQ25
|
8.750% Global Notes
due May 2026
|
U.S.$2,962,000,000
|
U.S.$12,514,000
|
71647NAS8
/US71647NAS80
|
7.375% Global Notes
due January 2027
|
U.S.$3,391,069,000
|
U.S.$1,838,000
|
71647N AW9, N6945A
AK3,
71647N AY5 /US71647NAW92, USN6945AAK36, US71647NAY58
|
5.999% Global Notes
Due January 2028
|
U.S.$4,790,114,000
|
U.S.$6,353,000
|
71647NAZ2 /
US71647NAZ24
|
5.750% Global Notes
due February 2029
|
U.S.$2,623,099,000
|
U.S.$4,438,000
|
Upon the terms and subject to the conditions set forth in the
Cash Offer Documents, PGF expects that it will pay approximately
U.S.$56,044,711 in cash, as
consideration for the Old Notes expected to be accepted in the Cash
Offers. In addition to the applicable tender consideration, Cash
Offer Qualified Holders (as defined below) will be paid, in cash,
accrued and unpaid interest on such Old Notes to, but not
including, the Settlement Date. Interest will cease to accrue on
the Settlement Date for all Old Notes accepted in the Cash Offers.
The total amount of accrued and unpaid interest to be paid by PGF
will be approximately U.S.$635,637.
Holders that were either (i) QIBs or (ii) non-"U.S. persons" (as
defined in Rule 902 under the Securities Act) were not eligible to
participate in the Cash Offers. All other holders of Old
Notes were eligible to participate in the Cash Offers (such other
holders, the "Cash Offer Qualified Holders"). Holders of Old
Notes participating in the Cash Offers were required to certify
that they were Cash Offer Qualified Holders.
Global Bondholder Services Corporation is acting 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.
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 and PGF
undertake 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