RIO DE JANEIRO, July 1, 2019 /PRNewswire/ -- Petróleo Brasileiro
S.A. – Petrobras ("Petrobras") (NYSE: PBR) announces that its
wholly-owned subsidiary, Petrobras Global Finance B.V. ("PGF"), has
commenced cash tender offers to repurchase certain of its
outstanding U.S. Dollar-, Euro- and Pound Sterling-denominated
notes (the "Tender Offers").
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 Offers" (the "Any and All Notes" and
such offers, the "Any and All Offers"), and (2) its outstanding
notes of the series set forth in the table below under the heading
"Waterfall Offers" (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.$3.0 billion minus the
aggregate amount, excluding accrued and unpaid interest, that
holders of Any and All Notes are entitled to receive for Any and
All Notes validly tendered and accepted for purchase pursuant to
the Any and All Offers (the "Waterfall Tender Cap").
The Tender Offers are being made pursuant to the terms and
conditions set forth in the offer to purchase, dated July 1, 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 Offers
The following table sets forth the series of notes subject to
the Any and All Offers, and the consideration payable (the "Any and
All Consideration") for notes accepted for purchase in the Any and
All Offers.
Title of
Security
|
CUSIP/ISIN
|
Principal Amount
Outstanding(1)
|
Any and All
Consideration(2)
|
3.750% Global
Notes
due January 2021
|
N/A /
XS0982711987
|
€231,700,000
|
€ 1,062.00
|
5.875% Global
Notes
due March 2022
|
N/A /
XS0716979595
|
€433,466,000
|
€ 1,148.75
|
4.250% Global
Notes
due October 2023
|
N/A /
XS0835890350
|
€408,501,000
|
€ 1,140.00
|
4.750% Global
Notes
due January 2025
|
N/A /
XS0982711714
|
€693,332,000
|
€ 1,146.25
|
6.250% Global
Notes
Due December 2026
|
N/A /
XS0718502007
|
£700,000,000
|
£ 1,146.25
|
5.375% Global
Notes
Due October 2029
|
N/A /
XS0835891838
|
£418,988,000
|
£ 1,058.75
|
6.625% Global
Notes
Due January 2034
|
N/A /
XS0982711474
|
£600,000,000
|
£ 1,135.00
|
(1) As of the
date hereof, including Any and All Notes held by Petrobras or its
affiliates.
(2) Per €1,000 or £1,000, as applicable, principal amount of
Any and All Notes.
|
The Any and All Offers will expire at 5:00 p.m., New York
City time, on July 8, 2019,
unless extended (such date and time, as the same may be extended,
the "Any and All Expiration Date"). The Any and All Notes validly
tendered may be withdrawn at any time prior to 5:00 p.m., New York
City time, on July 8, 2019,
unless extended, but not thereafter. Holders of Any and All Notes
who (1) validly tender and do not validly withdraw their Any and
All 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 Any and All
Notes on or prior to 5:00 p.m.,
New York City time, on
July 10, 2019 (the "Guaranteed
Delivery Date"), 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 Any and All Notes to, but not including, the Any and All
Settlement Date (as defined below).
The settlement date of Any and All Notes validly tendered and
accepted for purchase is expected to occur promptly following the
Any and All Expiration Date, on July 11,
2019 (the "Any and All Settlement Date").
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)
|
5.625% Global
Notes
due May 2043
|
71647NAA7 /
US71647NAA72
|
US$765,979,000
|
1
|
US$ 958.75
|
US$ 30.00
|
US$ 988.75
|
6.750% Global
Notes
due January 2041
|
71645WAS0 /
US71645WAS08
|
US$1,199,255,000
|
2
|
US$
1,062.50
|
US$ 30.00
|
US$
1,092.50
|
4.375% Global
Notes
due May 2023
|
71647NAF6 /
US71647NAF69
|
US$1,645,736,000
|
3
|
US$
1,006.25
|
US$ 30.00
|
US$
1,036.25
|
5.299% Global
Notes
due January 2025
|
71647N AT6, 71647N
AV1, N6945A AJ6 /
US71647NAT63,
US71647NAV10, USN6945AAJ62
|
US$3,031,005,000
|
4
|
US$
1,046.25
|
US$ 30.00
|
US$
1,076.25
|
6.125% Global
Notes
due January 2022
|
71647N AR0 /
US71647NAR08
|
US$735,001,000
|
5
|
US$
1,053.75
|
US$ 30.00
|
US$
1,083.75
|
6.875% Global
Notes
due January 2040
|
71645WAQ4 /
US71645WAQ42
|
US$1,124,414,000
|
6
|
US$
1,071.25
|
US$ 30.00
|
US$
1,101.25
|
7.250% Global
Notes
due March 2044
|
71647NAK5 /
US71647NAK54
|
US$1,741,650,000
|
7
|
US$
1,106.25
|
US$ 30.00
|
US$
1,136.25
|
6.250% Global
Notes
due March 2024
|
71647N AM1 /
US71647NAM11
|
US$2,219,224,000
|
8
|
US$
1,082.50
|
US$ 30.00
|
US$
1,112.50
|
7.375% Global
Notes
due January 2027
|
71647N AS8 /
US71647NAS80
|
US$3,728,000,000
|
9
|
US$
1,133.75
|
US$ 30.00
|
US$
1,163.75
|
5.999% Global
Notes
due January 2028
|
71647N
AW9,
N6945A AK3, 71647N
AY5 / US71647NAW92,
USN6945AAK36,
US71647NAY58
|
US$5,486,134,000
|
10
|
US$
1,045.00
|
US$ 30.00
|
US$
1,075.00
|
(1) As of the
date hereof, including Waterfall Notes held by Petrobras or its
affiliates.
(2) Per US$1,000 principal amount of Waterfall Notes.
(3) Includes the applicable Early Tender
Premium
|
The Waterfall Offers will expire at 11:59
p.m., New York City time,
on July 29, 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 July 15, 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 July 15, 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 Waterfall Tender Cap available for purchases
pursuant to the Waterfall Offers, the aggregate U.S.
dollar-equivalent principal amount of Any and All Notes denominated
in Euro or Pound Sterling tendered and accepted in the Any and All
Offers shall be calculated at the applicable exchange rates, as of
2:00 p.m., New York City time, on the Any and All
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 named herein, with quotes as of a time as close
as reasonably possible to the aforementioned).
General
PGF's obligation to accept for purchase, and to pay for, any
Waterfall Notes validly tendered pursuant to the Waterfall Offers,
is conditioned upon the aggregate amount that holders of Any and
All Notes are entitled to receive for Any and All Notes validly
tendered and accepted for purchase pursuant to the Any and All
Offers, excluding accrued interest, being less than US$3.0 billion.
The Tender Offers are not contingent upon the tender of any
minimum principal amount of Any and All 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.
PGF has engaged Banco Bradesco BBI S.A., BB Securities Limited,
BofA Securities, Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and
Scotia Capital (USA) Inc. to act
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.
The Tender Offers are not being made to holders of Any and All
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
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 +1 (646) 432-6643, BB
Securities Limited at +44 (20) 7367-5803, BofA Securities, Inc. at
+1 (888) 292-0070, Credit Suisse Securities (USA) LLC at +1 (800) 820-1653, J.P. Morgan
Securities LLC at +1 (866) 834-4666 and Scotia Capital
(USA) Inc. at +1 (800) 372-3930
(toll free) or +1 (212) 225-5559 (collect). 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/.
Documents related to the Tender Offers have not 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 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 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.
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SOURCE Petróleo Brasileiro S.A. - Petrobras