RIO DE JANEIRO, March 12, 2019 /PRNewswire/ -- Petróleo
Brasileiro S.A. – Petrobras ("Petrobras") (NYSE: PBR) announces
that its wholly-owned subsidiary, Petrobras Global Finance B.V.
("PGF"), has commenced (A) an offering (the "New Money Offer") of
(i) a new series of U.S.-dollar denominated global notes, and (ii)
additional notes of its 5.750% Global Notes due 2029 (CUSIP No.
71647N AZ2 / ISIN No. US71647NAZ24) (collectively, the "New Money
Notes"), in each case subject to market and other conditions; and
(B) cash tender offers to repurchase certain of its outstanding
U.S.Dollar- and Euro-denominated notes (the "Tender
Offers").
New Money Offer
The New Money Notes will be unsecured obligations of PGF and
will be fully and unconditionally guaranteed by Petrobras.
PGF intends to use the net proceeds from the sale of the New
Money Notes to repurchase notes validly tendered and accepted for
purchase by PGF in the Tender Offers, and to use any remaining net
proceeds for general corporate purposes.
Tender Offers
PGF has commenced offers to purchase for cash: (1) any and all
of its outstanding notes of the series set forth in the table below
under the heading "Any and All Offer" (the "2023 Notes" and such
offer, the "Any and All Offer"), and (2) its outstanding notes of
the series set forth in the table below under the heading
"Waterfall Offer" (collectively, the "Waterfall Notes" and such
offers, the "Waterfall Offers") for an aggregate purchase price,
excluding accrued and unpaid interest, not to exceed
U.S.$3.2 billion minus the
aggregate amount, excluding accrued and unpaid interest, that
holders of 2023 Notes are entitled to receive for 2023 Notes
validly tendered and accepted for purchase pursuant to the Any and
All Offer (the "Waterfall Tender Cap").
The Tender Offers are being made pursuant to the terms and
conditions set forth in the offer to purchase, dated March 12, 2019 (the "Offer to Purchase" and,
together with the accompanying notice of guaranteed delivery and
related letter of transmittal, the "Tender Offer Documents").
Any and All Offer
The following table sets forth the series of notes subject to
the Any and All Offer, and the consideration payable (the "Any and
All Consideration") for notes accepted for purchase in the Any and
All Offer.
Title of
Security
|
CUSIP/ISIN
|
Principal
Amount
Outstanding(1)
|
Any and All
Consideration(2)
|
4.375% GLOBAL
NOTES
DUE MAY 2023
|
71647N AF6/
US71647NAF69
|
US$3,117,147,000
|
US$1,015.00
|
__________________________________________
(1) As of the date
hereof, including 2023 Notes held by Petrobras or its
affiliates.
(2) Per US$1,000 principal amount of 2023 Notes.
The Any and All Offer will expire at 5:00
p.m., New York City time,
on March 18, 2019, unless extended
(such date and time, as the same may be extended, the "Any and All
Expiration Date"). The 2023 Notes validly tendered may be withdrawn
at any time prior to 5:00 p.m.,
New York City time, on
March 18, 2019, unless extended, but
not thereafter. Holders of 2023 Notes who (1) validly tender and do
not validly withdraw their 2023 Notes on or prior to the Any and
All Expiration Date or (2) deliver a properly completed and duly
executed notice of guaranteed delivery and other required documents
pursuant to the guaranteed delivery procedures described in the
Offer to Purchase, on or prior to the Any and All Expiration Date
and tender their 2023 Notes on or prior to 5:00 p.m., New York
City time, on March 20, 2019,
will be eligible to receive the Any and All Consideration indicated
in the table above, as well as accrued and unpaid interest from,
and including, the last interest payment date for the 2023 Notes
to, but not including, the settlement date of the Any and All
Offer.
The settlement date of the Any and All Offer is expected to
occur promptly following the Any and All Expiration Date, on
March 21, 2019.
Waterfall Offers
The following table sets forth the series of Waterfall Notes
subject to the Waterfall Offers, the consideration payable for
Waterfall Notes of each series accepted for purchase in the
Waterfall Offers and the acceptance priority level for each series
of Waterfall Notes.
Title of
Security
|
CUSIP/ISIN
|
Principal Amount
Outstanding(1)
|
Acceptance
Priority
Level
|
Late Tender
Consideration(2)
|
Early Tender
Premium(2)
|
Early Tender
Consideration(2)(3)
|
5.299% GLOBAL
NOTES
DUE JANUARY 2025
|
71647N AT6,
71647N AV1,
N69454A AJ6 /
US71647NAT63,
US71647NAV10,
USN6945AAJ62
|
US$3,539,166,000
|
1
|
US$988.75
|
US$30.00
|
US$1,018.75
|
5.375% GLOBAL
NOTES
DUE JANUARY 2021
|
71645W AR2 /
US71645WAR25
|
US$1,103,876,000
|
2
|
US$1,006.25
|
US$30.00
|
US$1,036.25
|
6.125% GLOBAL
NOTES
DUE JANUARY 2022
|
71647N AR0 /
US71647NAR08
|
US$1,296,881,000
|
3
|
US$1,032.50
|
US$30.00
|
US$1,062.50
|
6.250% GLOBAL
NOTES
DUE MARCH 2024
|
71647N AM1 /
US71647NAM11
|
US$2,439,500,000
|
4
|
US$1,037.50
|
US$30.00
|
US$1,067.50
|
3.750% GLOBAL
NOTES
DUE JANUARY 2021
|
N/A /
XS0982711987
|
€283,290,000
|
5
|
€1,033.75
|
€30.00
|
€1,063.75
|
8.375% GLOBAL
NOTES
DUE MAY 2021
|
71647N AP4/
US71647NAP42
|
US$901,967,000
|
6
|
US$1,075.00
|
US$30.00
|
US$1,105.00
|
4.250% GLOBAL
NOTES
DUE OCTOBER 2023
|
N/A /
XS0835890350
|
€454,807,000
|
7
|
€1,075.00
|
€30.00
|
€1,105.00
|
4.750% GLOBAL
NOTES
DUE JANUARY 2025
|
N/A /
XS0982711714
|
€800,000,000
|
8
|
€1,080.00
|
€30.00
|
€1,110.00
|
5.875% GLOBAL
NOTES
DUE MARCH 2022
|
N/A /
XS0716979595
|
€600,000,000
|
9
|
€1,106.25
|
€30.00
|
€1,136.25
|
__________________________________________
(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 Waterfall Notes.
(3) Includes the
applicable Early Tender Premium (as defined herein).
The Waterfall Offers will expire at 11:59
p.m., New York City time,
on April 8, 2019, unless extended
(such date and time, as the same may be extended, the "Waterfall
Expiration Date"). Waterfall Notes validly tendered may be
withdrawn at any time prior to 5:00
p.m., New York City time,
on March 25, 2019, unless extended,
but not thereafter. Holders of Waterfall Notes who validly tender
and do not validly withdraw their Waterfall Notes on or prior to
5:00 p.m., New York City time, on March 25, 2019, unless extended (such date and
time, as the same may be extended, the "Early Tender Date"), and
whose Waterfall Notes are accepted for purchase, will be eligible
to receive the applicable early tender consideration indicated in
the table above (the "Early Tender Consideration"), which includes
an early tender premium in the amount indicated in the table above
(the "Early Tender Premium"). Holders of Waterfall Notes who
validly tender and do not validly withdraw their Waterfall Notes
after the Early Tender Date but on or before the Waterfall
Expiration Date, and whose Waterfall Notes are accepted for
purchase, will be eligible to receive only the applicable late
tender consideration, which is equal to the applicable Early Tender
Consideration minus the applicable Early Tender Premium (the
"Late Tender Consideration"). In addition to the Early Tender
Consideration and the Late Tender Consideration, as applicable,
holders of Waterfall Notes whose Waterfall Notes are purchased in
the Waterfall Offers will also receive accrued and unpaid interest
from, and including, the last interest payment date for the
Waterfall Notes of the applicable series to, but not including, the
applicable settlement date of the Waterfall Offers.
Following the Early Tender Date and prior to the Waterfall
Expiration Date, we may, but are not obligated to, elect to accept
the Waterfall Notes validly tendered at or prior to the Early
Tender Date, provided that all conditions to the Waterfall Offers
have been satisfied or waived by us (the date of any such
acceptance, the "Early Acceptance Date"). Waterfall Notes
accepted on the Early Acceptance Date are expected to be settled
promptly thereafter. We expect to settle any Waterfall Notes
not settled prior to the Waterfall Expiration Date promptly
following the Waterfall Expiration Date, provided that all
conditions to the Waterfall Offers have been satisfied or waived by
us.
Subject to the terms and conditions of the Waterfall Offers, if
the purchase of all Waterfall Notes validly tendered in the
Waterfall Offers would cause PGF to purchase an aggregate principal
amount of Waterfall Notes that would result in an aggregate amount
in cash to be paid to holders of Waterfall Notes, excluding accrued
and unpaid interest, in excess of the Waterfall Tender Cap, then
only an aggregate principal amount of Waterfall Notes that results
in the payment of an aggregate amount to holders of Waterfall Notes
not in excess of the Waterfall Tender Cap will be accepted in the
Waterfall Offers. PGF will pro rate the Waterfall Notes
accepted in the Waterfall Offers pursuant to the acceptance
priority procedures described in the Offer to Purchase. PGF
may, in its sole discretion and subject to applicable law, increase
the Waterfall Tender Cap.
In determining the amount of Waterfall Notes purchased against
the Waterfall Tender Cap and available for purchases pursuant to
the Waterfall Offers, the aggregate U.S. dollar-equivalent
principal amount of Waterfall 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
PGF accepts for purchase Waterfall Notes validly tendered at or
prior to the Early Tender Date or the Waterfall 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 lead
dealer managers named herein, with quotes as of a time as close as
reasonably possible to the aforementioned).
General
The Tender Offers are conditioned upon the consummation of the
New Money Offer resulting in net proceeds to PGF of at least
US$2.0 billion, in addition to market
and other customary conditions (the "Financing Condition"). The
Tender Offers are not contingent upon the tender of any minimum
principal amount of 2023 Notes or Waterfall Notes. The
consummation of a Tender Offer is not conditioned on the
consummation of the other Tender Offers. Each Tender Offer is
independent of the other Tender Offers, and PGF may withdraw or
modify any Tender Offer without withdrawing or modifying other
Tender Offers. PGF reserves the right to waive any and all
conditions to the Tender Offers, including the Financing
Condition.
PGF has engaged BNP Paribas Securities Corp., Banco Bradesco BBI
S.A., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC,
HSBC Securities (USA) Inc., and
Santander Investment Securities Inc. to act as joint bookrunners
with respect to the New Money Offer and as lead dealer managers
with respect to the Tender Offers, and ABN AMRO Securities
(USA) LLC, BBVA Securities Inc.
and Commerz Markets LLC to act as co-managers with respect to the
New Money Offer and as co-dealer managers with respect to the
Tender Offers. Global Bondholder Services Corporation is
acting as the depositary and information agent for the Tender
Offers.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such jurisdiction. PGF and Petrobras have filed a
registration statement, including a prospectus with the U.S.
Securities and Exchange Commission ("SEC"). Before you
invest, you should read the prospectus and preliminary prospectus
supplement and other documents PGF and Petrobras have filed with
the SEC for more complete information about the companies and the
offering of the New Money Notes. When available, you may access
these documents for free by visiting EDGAR on the SEC web site at
www.sec.gov. Alternatively, a copy of the prospectus and
preliminary prospectus supplement may be obtained by contacting BNP
Paribas Securities Corp. at + 1 212-841-2780, Banco Bradesco BBI
S.A. at +1-646-432-6642, Citigroup Global Markets Inc. at +1 (800)
831-9146, Goldman Sachs & Co. LLC at +1 (866) 471-2526, HSBC
Securities (USA) Inc. at +1 (212)
525-0238 and Santander Investment Securities Inc. (toll-free) at +1
(855) 403-3636.
The Tender Offers are not being made to holders of 2023 Notes or
Waterfall 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 lead dealer
managers and co-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 BNP Paribas
Securities Corp. at + 1 212 841-3059, Banco Bradesco BBI S.A.
at +1-646-432-6643, Citigroup Global Markets Inc. (toll free ) at
+1 (800) 558-3745 and (collect) at +1(212) 723-6106, Goldman
Sachs & Co. LLC at +1 (212) 902-6351 or +1 (800) 828-3182, HSBC
Securities (USA) Inc. at +1 (212)
525-0238 and Santander Investment Securities Inc. (toll-free) at +1
(855) 404-3636 or +1(212) 940-1442. Requests for additional copies
of the Tender Offer Documents may be directed to Global Bondholder
Services Corporation at +1 (866) 470-3800 (toll-free) or +1 (212)
430-3774. The Tender Offer Documents can be accessed at the
following link: http://www.gbsc-usa.com/Petrobras.
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 New Money Offer and 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 New Money
Offer and Tender Offers are only available to, and the New Money
Offer and Tender Offers will be 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 New Money Offer and Tender
Offers or any of its 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-offering-of-us-dollar-denominated-global-notes-and-commencement-of-cash-tender-offers-300810837.html
SOURCE Petróleo Brasileiro S.A. - Petrobras