RIO DE JANEIRO, July 16, 2019 /PRNewswire/
-- Petróleo Brasileiro S.A. – Petrobras ("Petrobras")
(NYSE: PBR) announced today the early results of its previously
announced debt tender offers (the "Waterfall Offers"). As of
5:00 p.m., New York City time, on July 15, 2019 (the "Early Tender Deadline")
holders of US$1,790,166,000 principal
amount of the outstanding notes of the series set forth in the
table below (the "Notes" and each a "series" of Notes), issued by
Petrobras's wholly-owned subsidiary Petrobras Global Finance B.V.
("PGF"), tendered their Notes, pursuant to PGF's previously
announced Waterfall Offers.
The Waterfall Offers were made pursuant to the terms and
conditions set forth in the offer to purchase dated July 1, 2019 (as amended or supplemented, the
"Offer to Purchase" and, together with the related letter of
transmittal, the "Offer Documents").
The following table summarizes the early tender results as of
the Early Tender Deadline and the principal amount of Notes that
PGF has accepted for purchase:
Title of
Security
|
CUSIP/ISIN
|
Principal
Amount
Outstanding(1)
|
Acceptance
Priority
Level
|
Late Tender
Consideration(2)
|
Early Tender
Consideration(2)(3)
|
Principal
Amount
Tendered
|
Principal
Amount
Accepted for Purchase
|
5.625% GLOBAL
NOTES
DUE MAY 2043
|
71647NAA7 /
US71647NAA72
|
US$765,979,000
|
1
|
US$958.75
|
US$988.75
|
US$130,694,000
|
US$130,694,000
|
6.750% GLOBAL
NOTES
DUE JANUARY 2041
|
71645WAS0 /
US71645WAS08
|
US$1,199,255,000
|
2
|
US$1,062.50
|
US$1,092.50
|
US$93,478,000
|
US$93,478,000
|
4.375% GLOBAL
NOTES
DUE MAY 2023
|
71647NAF6 /
US71647NAF69
|
US$1,645,736,000
|
3
|
US$1,006.25
|
US$1,036.25
|
US$110,150,000
|
US$110,150,000
|
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$1,076.25
|
US$213,176,000
|
US$213,176,000
|
6.125% GLOBAL
NOTES
DUE JANUARY 2022
|
71647N AR0 /
US71647NAR08
|
US$735,001,000
|
5
|
US$1,053.75
|
US$1,083.75
|
US$116,158,000
|
US$116,158,000
|
6.875% GLOBAL
NOTES
DUE JANUARY 2040
|
71645WAQ4 /
US71645WAQ42
|
US$1,124,414,000
|
6
|
US$1,071.25
|
US$1,101.25
|
US$31,285,000
|
US$31,285,000
|
7.250% GLOBAL
NOTES
DUE MARCH 2044
|
71647NAK5 /
US71647NAK54
|
US$1,741,650,000
|
7
|
US$1,106.25
|
US$1,136.25
|
US$92,625,000
|
US$92,625,000
|
6.250% GLOBAL
NOTES
DUE MARCH 2024
|
71647N AM1 /
US71647NAM11
|
US$2,219,224,000
|
8
|
US$1,082.50
|
US$1,112.50
|
US$224,453,000
|
US$224,453,000
|
7.375% GLOBAL
NOTES
DUE JANUARY 2027
|
71647N AS8 /
US71647NAS80
|
US$3,728,000,000
|
9
|
US$1,133.75
|
US$1,163.75
|
US$138,257,000
|
US$138,257,000
|
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$1,075.00
|
US$639,890,000
|
US$639,890,000
|
_____________________________________
(1)
|
As of the date
hereof, including Notes held by Petrobras or its
affiliates.
|
(2)
|
Per
US$1,000. The Early Tender Consideration includes an early
tender premium equal to US$30.00 per US$1,000 principal amount for
each series of Notes accepted for purchase.
|
(3)
|
Includes the
applicable Early Tender Premium.
|
PGF has accepted for purchase all Notes validly tendered in the
Waterfall Offers on or prior to the Early Tender Deadline.
Holders of Notes that validly tendered on or prior to the Early
Tender Deadline and whose Notes have been accepted for purchase are
entitled to receive the Early Tender Consideration set forth in the
table above, which includes an early tender premium, and to receive
accrued and unpaid interest. Holders of Notes that are
validly tendered after the Early Tender Deadline but on or before
the Expiration Date (as defined herein) and whose Notes are
accepted for purchase will receive only the applicable Late Tender
Consideration set forth in the table above, which is equal to the
Early Tender Consideration set forth in the table above
minus the applicable early tender premium, and to receive
accrued and unpaid interest.
Notes tendered on or prior to the Early Tender Deadline, which
have been accepted for purchase on the Early Settlement Date (as
defined herein), will have priority over Notes tendered after the
Early Tender Deadline. If the Waterfall Offers are
oversubscribed at the Expiration Date, then only a portion of Notes
tendered after the Early Tender Deadline may be accepted for
purchase pursuant to the proration procedures described in the
Offer to Purchase.
The early settlement date on which PGF will make payment for
Notes accepted in the Waterfall Offers is expected to be
July 17, 2019 (the "Early Settlement
Date").
The total cash payment to purchase on the Early Settlement Date
the accepted Notes will be approximately US$1,938,988,306.25, excluding accrued and unpaid
interest. Notes that have been validly tendered on or prior to the
Early Tender Deadline cannot be withdrawn, except as may be
required by applicable law.
The Waterfall Offers will expire at 11:59
p.m., New York City time,
on July 29, 2019 (the "Expiration
Date").
* * * * *
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
as dealer managers with respect to the Waterfall Offers.
Global Bondholder Services Corporation is acting as the depositary
and information agent for the Waterfall Offers.
This press release is not an offer to purchase, nor a
solicitation of an offer to sell, nor the solicitation of tenders
with respect to, the securities described herein. The Waterfall
Offers are not being made to holders of Notes in any jurisdiction
in which PGF is aware that the making of the Waterfall 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 Waterfall Offers to be made by a licensed broker or
dealer, the respective Waterfall 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 Waterfall
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 Offer Documents may be directed to Global
Bondholder Services Corporation at +1 (866) 470-3800 (toll-free) or
+1 (212) 430-3774. The Offer Documents can be accessed at the
following link: http://www.gbsc-usa.com/Petrobras/.
Neither of the Offer Documents has been filed with, and has 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
Documents, 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 Waterfall 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 Waterfall Offers were only
available to, and the Waterfall 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 Waterfall 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.
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SOURCE Petróleo Brasileiro S.A. - Petrobras