RIO DE JANEIRO, Sept. 16, 2020 /PRNewswire/
-- Petróleo Brasileiro S.A. – Petrobras ("Petrobras")
(NYSE: PBR) today announced the expiration and expiration date
results of the previously announced offers to purchase for cash by
its wholly-owned subsidiary Petrobras Global Finance B.V. ("PGF")
of 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 were 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 Offers expired at 5:00 p.m.,
New York City time, on
September 16, 2020 (the "Expiration
Date"). The settlement date with respect to the Offers will
occur on September 21, 2020 (the
"Settlement Date").
The table below sets forth the aggregate principal amount of
Notes validly tendered in the Offers and not validly withdrawn, and
the aggregate principal amount of Notes reflected in notices of
guaranteed delivery delivered, at or prior to the Expiration Date,
the consideration payable for Notes accepted for purchase in the
Offers and the acceptance priority level (the "Acceptance Priority
Level") in connection with the Maximum Consideration Condition
described in the Offer to Purchase:
Title of
Security
|
CUSIP/ISIN
|
Acceptance
Priority
Level
|
Principal
Amount
Outstanding(1)
|
Consideration(2)
|
Principal
Amount
Tendered by the
Expiration Date
|
Principal
Amount
Reflected in
Notices of
Guaranteed
Delivery
|
Principal
Amount
Expected to be
Accepted
|
6.125% Global
Notes
Due January 2022
|
71647N AR0 /
US71647NAR08
|
1
|
US$618,790,000
|
US$1,071.50
|
US$396,183,000
|
US$26,000
|
US$396,209,000
|
5.875% Global
Notes
Due March 2022
|
– /
XS0716979595
|
2
|
€348,642,000
|
€1,090.00
|
€194,470,000
|
-
|
€194,470,000
|
4.375% Global
Notes
Due May 2023
|
71647N AF6 /
US71647NAF69
|
3
|
US$1,405,620,000
|
US$1,068.50
|
US$316,212,000
|
US$2,191,000
|
US$318,403,000
|
4.250% Global
Notes
Due October 2023
|
– /
XS0835890350
|
4
|
€371,256,000
|
€1,094.00
|
€37,673,000
|
-
|
€37,673,000
|
6.250% Global
Notes
Due March 2024
|
71647NAM1 /
US71647NAM11
|
5
|
US$1,585,773,000
|
US$1,133.50
|
US$615,053,000
|
US$199,000
|
US$615,252,000
|
4.750% Global
Notes
Due January 2025
|
– /
XS0982711714
|
6
|
€639,649,000
|
€1,126.25
|
€98,678,000
|
-
|
€98,678,000
|
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
|
US$888,775,000
|
US$912,000
|
US$889,687,000
|
8.750% Global
Notes
Due May 2026
|
71647N AQ2 /
US71647NAQ25
|
8
|
US$2,042,471,000
|
US$1,290.50
|
US$522,871,000
|
US$1,460,000
|
US$524,331,000
|
6.250% Global
Notes
Due December 2026
|
– /
XS0718502007
|
9
|
£615,182,000
|
£1,125.50
|
£32,643,000
|
-
|
£32,643,000
|
7.375% Global
Notes
Due January 2027
|
71647N AS8 /
US71647NAS80
|
10
|
US$2,267,504,000
|
US$1,216.00
|
US$373,156,000
|
US$7,484,000
|
-
|
5.999% Global
Notes
Due January 2028
|
71647NAW9,
N6945AAK3,
71647NAY5 /
US71647NAW92,
USN6945AAK36,
US71647NAY58
|
11
|
US$2,767,898,000
|
US$1,140.00
|
US$416,635,000
|
US$1,766,000
|
-
|
5.750% Global
Notes
Due February 2029
|
71647N AZ2 /
US71647NAZ24
|
12
|
US$1,588,527,000
|
US$1,137.50
|
US$259,065,000
|
-
|
US$259,065,000
|
5.375% Global
Notes
Due October 2029
|
– /
XS0835891838
|
13
|
£390,878,000
|
£1,073.00
|
£34,280,000
|
-
|
£34,280,000
|
6.625% Global
Notes
Due January 2034
|
– /
XS0982711474
|
14
|
£460,316,000
|
£1,105.00
|
£18,570,000
|
-
|
£18,570,000
|
6.875% Global
Notes
Due January 2040
|
71645WAQ4 /
US71645WAQ42
|
15
|
US$1,093,129,000
|
US$1,156.25
|
US$91,795,000
|
US$9,000
|
-
|
6.750% Global
Notes
Due January 2041
|
71645W AS0 /
US71645WAS08
|
16
|
US$1,058,788,000
|
US$1,145.00
|
US$149,982,000
|
US$8,000
|
-
|
5.625% Global
Notes
Due May 2043
|
71647N AA7 /
US71647NAA72
|
17
|
US$618,064,000
|
US$1,062.50
|
US$74,229,000
|
US$15,000
|
-
|
7.250% Global
Notes
Due March 2044
|
71647N AK5 /
US71647NAK54
|
18
|
US$1,647,605,000
|
US$1,201.75
|
US$50,268,000
|
US$2,329,000
|
-
|
6.900% Global
Notes
Due March 2049
|
71647N BD0 /
US71647NBD03
|
19
|
US$2,250,000,000
|
US$1,167.00
|
US$159,347,000
|
US$13,614,000
|
-
|
|
|
|
|
(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. Holders
whose Notes are accepted for purchase will be paid accrued and
unpaid interest on such Notes from, and including, the last
interest payment date for the Notes to, but not including, the
Settlement Date.
|
In order to be eligible to participate in the Offers, holders of
Notes reflected in notices of guaranteed delivery received by PGF
prior to the Expiration Date must deliver such Notes to PGF by
5:00 p.m., New York City time, on September 18, 2020 (the "Guaranteed Delivery
Date").
On the terms and subject to the conditions set forth in the
Offer to Purchase, because the purchase of all Notes validly
tendered in the Offers would cause PGF to purchase an aggregate
principal amount of Notes that would result in an aggregate amount
to be paid by PGF in excess of the Maximum Consideration described
in the Offer to Purchase, PGF expects that it will accept for
purchase all of the Notes validly tendered, including Notes for
which PGF received notices of guaranteed delivery and that are
delivered on or prior to the Guaranteed Delivery Date, in
Acceptance Priority Levels 1 through 9, 12, 13 and 14 (the "Covered
Notes"). PGF expects to reject tenders of Notes, including
Notes for which PGF received notices of guaranteed delivery, in
Acceptance Priority Levels 10, 11 and 15 through 19 (the
"Non-Covered Notes"). Non-Covered Notes will be returned or
credited without expense to the holders' accounts promptly after
the Expiration Date. The principal amount of Covered Notes
that will be purchased by PGF on the Settlement Date is subject to
change based on deliveries of Covered Notes pursuant to the
guaranteed delivery procedures described in the Offer to
Purchase. A press release announcing the final results of the
Offers is expected to be issued on or promptly after the Settlement
Date.
The total cash payment to purchase on the Settlement Date the
Covered Notes, excluding accrued and unpaid interest, will be
approximately US$3,978 million based
on the Pounds Sterling to U.S. dollar exchange rate of US$1.2975 per Pound Sterling, and the Euro to
U.S. dollar exchange rate of US$1.1828 per Euro, in each case calculated 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."
# # #
PGF 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 acted 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 or +1 (877) 744-4532 (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/.
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 were made solely
pursuant to the Offer Documents.
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.
View original
content:http://www.prnewswire.com/news-releases/petrobras-announces-expiration-and-expiration-date-results-of-its-cash-tender-offers-301132830.html
SOURCE Petróleo Brasileiro S.A. - Petrobras