RIO DE JANEIRO, Sept. 10, 2020 /PRNewswire/
-- Petróleo Brasileiro S.A. – Petrobras ("Petrobras")
(NYSE: PBR) announces that its wholly-owned subsidiary, Petrobras
Global Finance B.V. ("PGF"), has commenced offers to purchase for
cash any and all of its outstanding notes of the series set forth
in the table below (the "Notes" and such offers, the
"Offers"). The Offers are being made pursuant to the terms
and conditions set forth in the offer to purchase, dated
September 10, 2020 (the "Offer to
Purchase" and, together with the accompanying notice of guaranteed
delivery, the "Offer Documents").
The following table sets forth the series of Notes subject to
the Offers, the consideration payable (the "Consideration") for
Notes accepted for purchase in the Offers and the acceptance
priority level (the "Acceptance Priority Level") in connection with
the Maximum Consideration Condition (as defined below):
Title of
Security
|
CUSIP/ISIN
|
Acceptance
Priority Level
|
Principal
Amount
Outstanding(1)
|
Consideration(2)
|
6.125% Global
Notes
Due January 2022
|
71647N AR0 /
US71647NAR08
|
1
|
US$618,790,000
|
US$1,071.50
|
5.875% Global
Notes
Due March 2022
|
– /
XS0716979595
|
2
|
€348,642,000
|
€1,090.00
|
4.375% Global
Notes
Due May 2023
|
71647N AF6 /
US71647NAF69
|
3
|
US$1,405,620,000
|
US$1,068.50
|
4.250% Global
Notes
Due October 2023
|
– /
XS0835890350
|
4
|
€371,256,000
|
€1,094.00
|
6.250% Global
Notes
Due March 2024
|
71647NAM1 /
US71647NAM11
|
5
|
US$1,585,773,000
|
US$1,133.50
|
4.750% Global
Notes
Due January 2025
|
– /
XS0982711714
|
6
|
€639,649,000
|
€1,126.25
|
5.299% Global
Notes
Due January 2025
|
71647N AT6, 71647N
AV1,
N6945A AJ6 / US71647NAT63,
US71647NAV10, USN6945AAJ62
|
7
|
US$2,117,334,000
|
US$1,115.00
|
8.750% Global
Notes
Due May 2026
|
71647N AQ2 /
US71647NAQ25
|
8
|
US$2,042,471,000
|
US$1,290.50
|
6.250% Global
Notes
Due December 2026
|
– /
XS0718502007
|
9
|
£615,182,000
|
£1,125.50
|
7.375% Global
Notes
Due January 2027
|
71647N AS8 /
US71647NAS80
|
10
|
US$2,267,504,000
|
US$1,216.00
|
5.999% Global
Notes
Due January 2028
|
71647NAW9,
N6945AAK3,
71647NAY5 / US71647NAW92,
USN6945AAK36, US71647NAY58
|
11
|
US$2,767,898,000
|
US$1,140.00
|
5.750% Global
Notes
Due February 2029
|
71647N AZ2 /
US71647NAZ24
|
12
|
US$1,588,527,000
|
US$1,137.50
|
5.375% Global
Notes
Due October 2029
|
– /
XS0835891838
|
13
|
£390,878,000
|
£1,073.00
|
6.625% Global
Notes
Due January 2034
|
– /
XS0982711474
|
14
|
£460,316,000
|
£1,105.00
|
6.875% Global
Notes
Due January 2040
|
71645WAQ4 /
US71645WAQ42
|
15
|
US$1,093,129,000
|
US$1,156.25
|
6.750% Global
Notes
Due January 2041
|
71645W AS0 /
US71645WAS08
|
16
|
US$1,058,788,000
|
US$1,145.00
|
5.625% Global
Notes
Due May 2043
|
71647N AA7 /
US71647NAA72
|
17
|
US$618,064,000
|
US$1,062.50
|
7.250% Global
Notes
Due March 2044
|
71647N AK5 /
US71647NAK54
|
18
|
US$1,647,605,000
|
US$1,201.75
|
6.900% Global
Notes
Due March 2049
|
71647N BD0 /
US71647NBD03
|
19
|
US$2,250,000,000
|
US$1,167.00
|
__________________________________________
(1)
|
Including Notes held
by Petrobras or its affiliates.
|
(2)
|
Per US$1,000, €1,000
or £1,000, as applicable, principal amount of Notes.
|
The Offers will expire at 5:00
p.m., New York City time,
on September 16, 2020, unless
extended with respect to an Offer (such date and time, as the same
may be extended with respect to an Offer, the "Expiration Date").
The Notes validly tendered may be withdrawn at any time prior
to 5:00 p.m., New York City time, on September 16, 2020, unless extended with respect
to an Offer, but not thereafter. The settlement date of the
Offers will occur promptly following the Expiration Date, expected
to be no later than three business days following the Expiration
Date, which is expected to be September 21,
2020 (the "Settlement Date").
Holders of Notes who (1) validly tender and do not validly
withdraw their Notes on or prior to the 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 Expiration Date, and tender their Notes on or prior to
5:00 p.m., New York City time, on the second business day
after the Expiration Date, which is expected to be September 18, 2020 (the "Guaranteed Delivery
Date"), will be eligible to receive the Consideration indicated in
the table above, as well as accrued and unpaid interest from, and
including, the last interest payment date for the Notes to, but not
including, the Settlement Date.
The Offers are not contingent upon the tender of any minimum
principal amount of Notes. The consummation of an Offer is
not conditioned on the consummation of the other Offers. Each
Offer is independent of the other Offers, and PGF may withdraw or
modify any Offer without withdrawing or modifying other Offers.
PGF's obligation to accept for purchase, and to pay the
Consideration for the Notes validly tendered pursuant to the Offers
is subject to, and conditioned upon, the satisfaction or, where
applicable, PGF's waiver of certain conditions, including certain
customary conditions such as that PGF will not be obligated to
consummate the Offers upon the occurrence of an event or events
that would or might reasonably be expected to prohibit, restrict or
delay the consummation of the Offers or materially impair the
contemplated benefits to PGF of the Offers.
PGF's obligation to complete an Offer with respect to a
particular series of Notes validly tendered is also conditioned on
the aggregate Consideration for the Offers, excluding accrued and
unpaid interest, not exceeding US$4.0
billion (the "Maximum Consideration"), and on the Maximum
Consideration being sufficient to pay the aggregate Consideration
for all Notes of such series (after paying the Consideration for
all validly tendered Notes that have a higher Acceptance Priority
Level) (the "Maximum Consideration Condition").
If the Maximum Consideration Condition is not satisfied with
respect to each series of Notes for (i) a series of Notes (the
"First Non-Covered Notes") for which the Maximum Consideration is
less than the sum of (x) the aggregate Consideration for all
validly tendered First Non-Covered Notes and (y) the aggregate
Consideration for all validly tendered Notes of all series, having
a higher Acceptance Priority Level (with 1 being the highest
Acceptance Priority Level and 19 being the lowest Acceptance
Priority Level) than the First Non-Covered Notes, and (ii) all
series of Notes with an Acceptance Priority Level lower than the
First Non-Covered Notes (together with the First Non-Covered Notes,
the "Non-Covered Notes"), then PGF may, at any time at or prior to
the Expiration Date:
(a) terminate an Offer with
respect to one or more series of Non-Covered Notes for which the
Maximum Consideration Condition has not been satisfied and promptly
return all validly tendered Notes of such series, and of any series
of Non-Covered Notes to the respective tendering Holders; or
(b) waive the Maximum
Consideration Condition with respect to one or more series of
Non-Covered Notes and accept all Notes of such series, and of any
series of Notes having a higher Acceptance Priority Level, validly
tendered; or
(c) if there is any series of
Non-Covered Notes for which:
1. the aggregate
Consideration necessary to purchase all validly tendered Notes of
such series, plus
2. the aggregate
Consideration necessary to purchase all validly tendered Notes of
all series having a higher Acceptance Priority Level than such
series of Notes, other than any Non-Covered Notes,
are equal to, or less than, the
Maximum Consideration, accept all validly tendered Notes of all
series having a lower Acceptance Priority Level, until there is no
series of Notes with a higher or lower Acceptance Priority Level to
be considered for purchase for which the conditions set forth above
are met.
It is possible that a series of Notes with a particular
Acceptance Priority Level will fail to meet the conditions set
forth above and therefore will not be accepted for purchase even if
one or more series with a higher or lower Acceptance Priority Level
is accepted for purchase. If any series of Notes is accepted
for purchase under the Offers, all Notes of that series that are
validly tendered will be accepted for purchase.
For purposes of determining whether the Maximum Consideration
Condition is satisfied, we will assume that all Notes tendered
pursuant to the Guaranteed Delivery Procedures will be duly
delivered at or prior to the Guaranteed Delivery Date and we will
not subsequently adjust the acceptance of the Notes in accordance
with the Acceptance Priority Levels if any such Notes are not so
delivered. In determining the Maximum Consideration available for
purchases pursuant to the Offers, the aggregate U.S.
dollar-equivalent principal amount of Notes denominated in Euro or
Pound Sterling tendered and accepted in the Offers shall be
calculated at the applicable exchange rates, as of 2:00 p.m., New York
City time, on the 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 (as defined
below) with quotes as of a time as close as reasonably possible to
the aforementioned).
PGF may, in its sole discretion, waive any one or more of the
conditions at any time, including the Maximum Consideration
Condition.
If PGF terminates any Offer with respect to one or more series
of Notes, it will give written notice thereof to the Depositary (as
defined below) and will make a public announcement thereof as
promptly as practicable and all Notes tendered pursuant to such
terminated Offer(s) and not accepted for payment will be returned
promptly to the tendering Holders thereof. With effect from
such termination, any Notes blocked at the relevant clearing system
will be released. If the Maximum Consideration Condition is
not satisfied with respect to a series of Notes, elections to the
guaranteed delivery procedures will be promptly rejected with
respect to such series.
PGF has engaged BB Securities Limited, Citigroup Global Markets
Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Mizuho
Securities USA LLC and MUFG
Securities Americas Inc. to act as dealer managers with respect to
the Offers (the "Dealer Managers"). Global Bondholder
Services Corporation is acting as the depositary and information
agent (the "Depositary") for the Offers.
Any questions or requests for assistance regarding the Offers
may be directed to BB Securities Limited at +44 (207) 367-5800,
Citigroup Global Markets Inc. at +1 (212) 723-6106, Credit Suisse
Securities (USA) LLC at +1 (800)
820-1653, Goldman Sachs & Co. LLC at +1 (212) 902-6351 or +1
(800) 828-3182 (toll-free), Mizuho Securities USA LLC at +1 (212) 205-7736 or +1 (866)
271-7403 (toll free) and MUFG Securities Americas Inc.at +1 (212)
405-7481 (toll free). 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/.
Holders are advised to check with any bank, securities broker
or other intermediary through which they hold Notes as to when such
intermediary would need to receive instructions from such holder in
order for that holder to be able to participate in, or withdraw
their instruction to participate in, an Offer, before the deadlines
specified herein and in the Offer Documents. The deadlines
set by any such intermediary and the relevant clearing systems for
the submission and withdrawal of tender instructions will also be
earlier than the relevant deadlines specified herein and in the
Offer Documents.
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to sell any securities. The Offers are being made
solely pursuant to the Offer Documents. The Offers are not
being made to holders of Notes in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. In any
jurisdiction in which the securities laws or blue sky laws require
the Offers to be made by a licensed broker or dealer, the Offers
will be deemed to be made on behalf of PGF by the Dealer Managers
or one or more registered brokers or dealers that are licensed
under the laws of such jurisdiction.
Documents related to the 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
Documents or any other documents related to the 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 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. This press release and any
other documents related to the Offers are for distribution only to
persons who (i) have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"), (ii) are persons falling within Article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc.") of
the Order, (iii) are outside the United
Kingdom, (iv) are members or creditors of certain bodies
corporate as defined by or within Article 43(2) of the Order, or
(v) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000) in connection with the
issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons
together being referred to as "relevant persons"). This press
release and any other documents related to the Offers are directed
only at relevant persons and must not be acted on or relied on by
persons who are not relevant persons. Any investment or
investment activity to which this process release and any other
documents related to the Offer are available only to relevant
persons and will be engaged in only with relevant persons.
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