RIO DE JANEIRO, June 24, 2016 /PRNewswire/ -- Petróleo
Brasileiro S.A. – Petrobras ("Petrobras") (NYSE: PBR) hereby
announces that its wholly-owned subsidiary Petrobras Global Finance
B.V. ("PGF") is amending the terms of its previously announced
offer to purchase for cash any and all of PGF's 8.375% Global Notes
due 2018 (the "2018 Notes"), and the related solicitation of
consents from the holders of 2018 Notes to (i) eliminate certain
covenants and related provisions in the indenture pursuant to which
the 2018 Notes were issued (the "2018 Notes Indenture") and the
related guaranty by Petrobras (the "2018 Notes Guaranty") and (ii)
to the execution and delivery of a supplement to the 2018 Notes
Indenture and an amendment to the 2018 Notes Guaranty in order to
effect such amendments (the "Offer to Purchase and Consent
Solicitation").
New Expiration Date
The previously announced expiration date for the Offer to
Purchase and Consent Solicitation has been extended to 11:59 p.m., New York
City time, on July 8, 2016
(the "New Expiration Date").
Increased Total Consideration
The previously announced total consideration for each
US$1,000 principal amount of 2018
Notes payable to holders of 2018 Notes has been increased from
US$1,100 to US$1,115. All holders, including those who
previously tendered, who tender 2018 Notes prior to the New
Expiration Date are eligible to receive the same total
consideration, and to receive accrued and unpaid interest on the
2018 Notes accepted for purchase in the Offer to Purchase and
Consent Solicitation up to, but excluding, the settlement date.
New Soliciting Dealer Fee
With respect to any 2018 Notes previously tendered and to be
tendered prior to the New Expiration Date, a fee of US$5 per US$1,000
principal amount of 2018 Notes that are validly tendered and
accepted for purchase pursuant to the Offer to Purchase and Consent
Solicitation will be paid to certain soliciting dealers for
processing tenders of 2018 Notes and related consents on behalf of
those beneficial owners tendering 2018 Notes of an aggregate
principal amount of up to US$350,000.
In order to be eligible to receive this fee, a properly
completed soliciting dealer form must be delivered by the relevant
soliciting dealer to the Depository (as defined below) prior to the
New Expiration Date. PGF shall, in its sole discretion,
determine whether a dealer has satisfied the criteria for receiving
a soliciting dealer fee (including, without limitation, the
submission of appropriate documentation without defects or
irregularities and in respect of applicable bona fide
tenders).
Holders of US$279,462,000, or
48.45% of the principal amount of 2018 Notes outstanding, tendered
their Notes prior to 11:59 p.m.,
New York City time, on
June 23, 2016, the expiration date of
the Offer to Purchase and Consent Solicitation, as previously
extended.
The previously announced withdrawal date (May 31, 2016) for the Offer to Purchase and
Consent Solicitation has now passed. 2018 Notes validly
tendered pursuant to the Offer to Purchase and Consent Solicitation
may no longer be withdrawn, and any 2018 Notes previously tendered
and to be tendered prior to the New Expiration Date may not be
withdrawn.
The Offer to Purchase and Consent Solicitation is being made
pursuant to the offer to purchase and consent solicitation
statement dated May 17, 2016 (as may
be amended or supplemented from time to time, the "Statement"), and
the related consent and letter of transmittal dated May 17, 2016 (as may be amended or supplemented
from time to time, the "Consent and Letter of Transmittal"), which
set forth in more detail the terms and conditions of the Offer to
Purchase and Consent Solicitation. PGF has prepared a
supplement no. 1 to the Statement (the "Supplement") to amend the
terms of the Offer to Purchase and Consent Solicitation as
described above. The Supplement will be made available to
holders of 2018 Notes that have received or are eligible to receive
the Statement.
PGF has engaged BB Securities Limited, J.P. Morgan Securities
LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Santander Investment Securities Inc. to act as dealer managers and
solicitation agents (the "Dealer Managers") in connection with the
Offer to Purchase and Consent Solicitation. Global Bondholder
Services Corporation is acting as the depositary and information
agent for the Offer to Purchase and Consent Solicitation (the
"Depositary").
This press release is not an offer to sell or purchase, nor a
solicitation of an offer to sell or purchase, nor the solicitation
of tenders with respect to, the securities described herein.
The Offer to Purchase and Consent Solicitation are not being made
to holders of notes in any jurisdiction in which PGF is aware that
the making of the Offer to Purchase and Consent Solicitation or the
acceptance of consents 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 Offer to Purchase and Consent
Solicitation to be made by a licensed broker or dealer, the
respective Offer to Purchase and Consent Solicitation will be
deemed to be made on our 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 Offer to Purchase and the Consent Solicitation may be
directed to BB Securities Limited at +(44) 207 367 5832, J.P.
Morgan Securities LLC at +1 (866) 846-2874 (toll free) or +1 (212)
834-7279 (collect), Merrill Lynch, Pierce, Fenner & Smith
Incorporated at +1 (888) 292-0070 (toll-free) or +1 (646) 855-8988
(collect) or Santander Investment Securities Inc. at +1 (855)
404-3636 (toll-free) or +1 (212) 940-1442 (collect). Requests for
additional copies of the Statement, the Supplement, the Consent and
Letter of Transmittal and related documents, including the
soliciting dealer form, may be directed to Global Bondholder
Services Corporation at +1 (866)-470-3900 (toll-free).
Neither the Statement, the Supplement nor any documents related
to the Offer to Purchase and Consent Solicitation 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
Statement, the Supplement or any documents related to the Offer to
Purchase and Consent Solicitation, and it is unlawful and may be a
criminal offense to make any representation to the contrary.
Forward-Looking Statements
This press release may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended that are not based on historical facts and are not
assurances of future results. No assurance can be given that
the transactions described herein will be consummated or as to the
ultimate terms of any such transactions. All forward-looking
statements are expressly qualified in their entirety by this
cautionary statement, and you should not place reliance on any
forward-looking statement contained in this press release. We
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 Petroleo Brasileiro S.A. - Petrobras