RIO DE JANEIRO, July 11, 2016 /PRNewswire/ -- Petróleo Brasileiro
S.A. – Petrobras ("Petrobras") (NYSE: PBR) hereby announces that
holders of US$299,159,000.00, or
approximately 51.87%, of the outstanding 8.375% Global Notes due
2018 (the "2018 Notes"), issued by Petrobras's wholly-owned
subsidiary Petrobras Global Finance B.V. ("PGF"), tendered their
2018 Notes at or prior to 11:59 p.m.,
New York City time, on
July 8, 2016 (the "Expiration Date"),
pursuant to PGF's previously announced offer to purchase and
consent solicitation (the "Offer to Purchase and Consent
Solicitation") made pursuant to the offer to purchase and consent
solicitation statement dated May 17,
2016 (as amended or supplemented, the "Statement"), and the
related consent and letter of transmittal dated May 17, 2016 (as amended or supplemented, the
"Consent and Letter of Transmittal").
The following table summarizes the final tender results as of
the Expiration Date and the principal amount of 2018 Notes that PGF
has accepted for purchase:
Title of
Security
|
CUSIP /
ISIN
|
Principal
Amount
Outstanding
|
Total
Consideration(1)
|
Principal
Amount
Tendered
|
Principal
Amount
Accepted for
Purchase
|
8.375% Global
Notes
due December
2018
|
71645WAH4
/
US71645WAH43
|
US$576,780,000
|
US$1,115.00
|
US$299,159,000
|
US$299,159,000
|
__________________________
(1) Per US$1,000.
As a result of PGF's acceptance for purchase of all US$299,159,000.00 of the 2018 Notes tendered
prior to the Expiration Date, at least a majority of the
outstanding principal amount of the 2018 Notes have provided
consents to 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") as described in the Statement, and 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 settlement date on which (i) PGF will make the payment for
the 2018 Notes accepted in the Offer to Purchase and Consent
Solicitation, and (ii) PGF, Petrobras and the trustee under the
2018 Notes Indenture (the "Trustee") will execute the supplement to
the 2018 Notes Indenture and Petrobras and the Trustee will execute
the amendment to the 2018 Notes Guaranty, in order to effect the
approved amendments, is expected to be July
13, 2016 (the "Settlement Date").
Holders of 2018 Notes that validly tendered prior to the
Expiration Date and whose 2018 Notes have been accepted for
purchase are entitled to receive the total consideration set forth
in the table above, and to receive accrued and unpaid interest on
their accepted 2018 Notes from the last interest payment date to,
but not including, the Settlement Date. The total cash
payment to purchase the accepted 2018 Notes will be approximately
US$335,858,953.23, including accrued
and unpaid interest.
The Offer to Purchase and Consent Solicitation has now expired.
No 2018 Notes tendered after the Expiration Date will be
accepted for purchase pursuant to the Offer to Purchase and Consent
Solicitation.
The Offer to Purchase and Consent Solicitation was made pursuant
to the Statement and the related Consent and Letter of Transmittal,
which set forth in more detail the terms and conditions of the
Offer to Purchase and Consent Solicitation.
PGF 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 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.
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 Consent and Letter of
Transmittal and related documents may be directed to Global
Bondholder Services Corporation at +1 (866)-470-3900
(toll-free).
Neither the Statement 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 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.
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.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/petrobras-announces-tender-results-and-settlement-of-tender-offer-and-consent-solicitation-300296429.html
SOURCE Petroleo Brasileiro S.A. - Petrobras