RIO DE JANEIRO, Sept. 21, 2020 /PRNewswire/ -- Petróleo
Brasileiro S.A. – Petrobras ("Petrobras") (NYSE: PBR) today
announced the final 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") and, except as described below, settled on September 21, 2020 (the "Settlement Date").
The table below sets forth the aggregate principal amount of
Notes validly tendered in the Offers or validly delivered through
guaranteed delivery procedures, the aggregate principal amount of
Notes that PGF accepted for purchase, and the consideration payable
for such Notes.
Title of
Security
|
CUSIP/ISIN
|
Acceptance
Priority Level
|
Principal
Amount
Outstanding(1)
|
Consideration(2)
|
Principal
Amount
Tendered by the
Expiration Date or the
Guaranteed Delivery Date
|
Principal
Amount
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$396,183,000
|
5.875% Global
Notes
Due March
2022
|
– /
XS0716979595
|
2
|
€348,642,000
|
€1,090.00
|
€194,470,000
|
€194,470,000(3)
|
4.375% Global
Notes
Due May
2023
|
71647N AF6
/
US71647NAF69
|
3
|
US$1,405,620,000
|
US$1,068.50
|
US$317,112,000
|
US$317,112,000
|
4.250% Global
Notes
Due October
2023
|
– /
XS0835890350
|
4
|
€371,256,000
|
€1,094.00
|
€37,673,000
|
€37,673,000(3)
|
6.250% Global
Notes
Due March
2024
|
71647NAM1
/
US71647NAM11
|
5
|
US$1,585,773,000
|
US$1,133.50
|
US$615,070,000
|
US$615,070,000
|
4.750% Global
Notes
Due January
2025
|
– /
XS0982711714
|
6
|
€639,649,000
|
€1,126.25
|
€98,678,000
|
€98,678,000(3)
|
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$889,687,000
|
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$523,535,000
|
US$523,535,000
|
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$378,640,000
|
-
|
5.999% Global
Notes
Due January
2028
|
71647NAW9,
N6945AAK3,
71647NAY5 /
US71647NAW92,
USN6945AAK36,
US71647NAY58
|
11
|
US$2,767,898,000
|
US$1,140.00
|
US$418,189,000
|
-
|
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$91,804,000
|
-
|
6.750% Global
Notes
Due January
2041
|
71645W AS0
/
US71645WAS08
|
16
|
US$1,058,788,000
|
US$1,145.00
|
US$149,990,000
|
-
|
5.625% Global
Notes
Due May
2043
|
71647N AA7
/
US71647NAA72
|
17
|
US$618,064,000
|
US$1,062.50
|
US$74,244,000
|
-
|
7.250% Global
Notes
Due March
2044
|
71647N AK5
/
US71647NAK54
|
18
|
US$1,647,605,000
|
US$1,201.75
|
US$51,597,000
|
-
|
6.900% Global
Notes
Due March
2049
|
71647N BD0
/
US71647NBD03
|
19
|
US$2,250,000,000
|
US$1,167.00
|
US$159,461,000
|
-
|
|
|
|
|
|
|
(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 were accepted for purchase were 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.
|
(3)
|
€94,829,000 principal
amount of 5.875% Global Notes due March 2022, €17,609,000 principal
amount of 4.250% Global Notes due October 2023 and €66,324,000
principal amount of 4.750% Global Notes due January 2025 tendered
through Euroclear, did not settle on the Settlement Date. The
settlement of these notes is expected to occur on September 22,
2020, and the total consideration will include accrued and unpaid
interest from, and including, the last interest payment date for
such notes to, but not including, such date.
|
The aggregate amount paid and to be paid by PGF to holders whose
Notes were accepted for purchase, excluding accrued and unpaid
interest, is US$3,976
million.
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.
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SOURCE Petróleo Brasileiro S.A. - Petrobras