RIO DE JANEIRO, Dec. 20, 2018 /PRNewswire/
-- Petróleo Brasileiro S.A. – Petrobras ("Petrobras")
(NYSE: PBR) announced today the early results of its previously
announced debt tender offers. As of 5:00
p.m., New York City time,
on December 19, 2018 (the "Early
Tender Deadline") holders of: (i) US$1,065,376,000 principal amount of the
outstanding notes of the series set forth in the table below under
the heading "Tender Group 1" (the "Tender Group 1 Notes") and (ii)
US$107,621,000 and £31,012,000
principal amount of the outstanding notes of the series set forth
in the table below under the heading "Tender Group 2" (the "Tender
Group 2 Notes" and, together with the Tender Group 1 Notes, the
"Notes" and each a "series" of Notes), issued by its wholly-owned
subsidiary Petrobras Global Finance B.V. ("PGF"), tendered their
Notes, pursuant to PGF's previously announced cash tender offers
(the "Tender Offers").
The total consideration payable for each series of Notes was
determined by PGF, in part, pursuant to a modified "Dutch auction"
as described in the offer to purchase dated December 6, 2018 (the "Offer to Purchase").
The clearing premium determined by PGF for the Tender Group 1 Notes
is US$30.00 (the "Tender Group 1
Clearing Premium"), and the clearing premium determined by PGF for
the Tender Group 2 Notes is US$37.50
(the "Tender Group 2 Clearing Premium").
The following tables summarize the early tender results as of
the Early Tender Deadline, the principal amount of Notes that PGF
has accepted for purchase and the approximate proration factor for
each series of Notes:
Tender Group 1
Title of
Security
|
CUSIP/ISIN
|
Principal Amount
Outstanding(1)
|
Total
Consideration(2)
|
Principal Amount
Tendered
|
Principal Amount
Accepted for Purchase
|
Approximate
Proration Factor(3)
|
5.375% Global
Notes
due January 2021
|
71645WAR2 /
US71645WAR25
|
US$1,211,450,000
|
US$1,027.50
|
US$117,016,000
|
US$107,574,000
|
84.23%
|
8.375% Global
Notes
due May 2021
|
71647NAP4 /
US71647NAP42
|
US$1,239,981,000
|
US$1,097.50
|
US$362,830,000
|
US$338,014,000
|
84.23%
|
6.125% Global
Notes
due January 2022
|
71647NAR0 /
US71647NAR08
|
US$1,522,388,000
|
US$1,037.50
|
US$248,170,000
|
US$225,507,000
|
84.23%
|
4.375% Global
Notes
due May 2023
|
71647NAF6 /
US71647NAF69
|
US$3,412,000,000
|
US$965.00
|
US$337,360,000
|
US$294,853,000
|
84.23%
|
__________________________________________
(1) As of the date hereof, including Tender
Group 1 Notes held by Petrobras or its affiliates.
(2) Per US$1,000. The Total Consideration, which is
payable with respect to Tender Group 1 Notes validly tendered on or
prior to the Early Tender Deadline and accepted for purchase,
includes an early tender premium equal to US$30.00 per US$1,000 principal amount for each series of
Tender Group 1 Notes accepted for purchase.
(3) Tender Group 1 Notes validly tendered
at or prior to the applicable Early Tender Deadline (i) with a bid
price that results in a bid premium that is less than the Tender
Group 1 Clearing Premium will be accepted for purchase, (ii) with a
bid price that results in a bid premium equal to the Tender Group 1
Clearing Premium will be subject to proration (at the Approximate
Proration Factor specified for each series), and (iii) with a bid
premium in excess of the Tender Group 1 Clearing Premium will be
rejected.
Tender Group 2
Title of
Security
|
CUSIP/ISIN
|
Principal Amount
Outstanding(1)
|
Total
Consideration(2)
|
Principal
Amount
Tendered
|
Principal
Amount
Accepted for
Purchase
|
5.375% Global
Notes
due October 2029
|
N/A /
XS0835891838
|
£450,000,000
|
£950.00
|
£31,012,000
|
£31,012,000
|
6.875% Global
Notes
due January 2040
|
71645WAQ4 /
US71645WAQ42
|
US$1,160,615,000
|
US$967.50
|
US$36,135,000
|
US$36,135,000
|
6.750% Global
Notes
due January 2041
|
71645WAS0 /
US71645WAS08
|
US$1,222,574,000
|
US$960.00
|
US$23,079,000
|
US$23,079,000
|
5.625% Global
Notes
due May 2043
|
71647NAA7 /
US71647NAA72
|
US$814,406,000
|
US$857.50
|
US$48,407,000
|
US$48,407,000
|
__________________________________________
(1) As of the date hereof, including Tender
Group 2 Notes held by Petrobras or its affiliates.
(2) Per US$1,000 or £1,000, as applicable. The Total
Consideration, which is payable with respect to Tender Group 2
Notes validly tendered on or prior to the Early Tender Deadline and
accepted for purchase, includes an early tender premium equal to
US$30.00 per US$1,000 principal amount for each series of U.S.
dollar denominated Notes accepted for purchase, and £30.00 per
£1,000 principal amount for each series of Pounds Sterling
denominated Notes accepted for purchase.
Because the purchase of Tender Group 1 Notes validly tendered in
the Tender Offers would cause PGF to purchase an aggregate
principal amount of Tender Group 1 Notes that would result in an
aggregate amount to be received by holders of Tender Group 1 Notes
in excess of US$1.0 billion, PGF has
accepted for purchase only US$107,574,000 principal amount of 5.375% Global
Notes due 2021, US$338,014,000
principal amount of 8.375% Global Notes due 2021, US$225,507,000 principal amount of 6.125% Global
Notes due 2022 and US$294,853,000
principal amount of 4.375% Global Notes due 2023. Tender
Group 1 Notes validly tendered at or prior to the applicable Early
Tender Deadline (i) with a bid price that results in a bid premium
that is less than the Tender Group 1 Clearing Premium will be
accepted for purchase, (ii) with a bid price that results in a bid
premium equal to the Tender Group 1 Clearing Premium will be
subject to proration (at the Approximate Proration Factor specified
for each series), and (iii) with a bid premium in excess of the
Tender Group 1 Clearing Premium will be rejected.
Because the Tender Offers for Tender Group 1 Notes were
oversubscribed at the Early Tender Deadline, holders of Tender
Group 1 Notes who tender after the Early Tender Deadline will not
have any of their Tender Group 1 Notes accepted for purchase. Any
tendered Tender Group 1 Notes that are not accepted for purchase
will be returned or credited without expense to the holder's
account.
The total cash payment to purchase on the Early Settlement Date
(as defined below) the accepted Tender Group 1 Notes will be
approximately US$999.9 million
excluding accrued and unpaid interest. Tender Group 1
Notes that have been validly tendered on or prior to the Early
Tender Deadline cannot be withdrawn, except as may be required by
applicable law.
PGF has accepted for purchase all Tender Group 2 Notes validly
tendered in the Tender Offers on or prior to the Early Tender
Deadline. Holders of Tender Group 2 Notes that validly
tendered on or prior to the Early Tender Date and whose Tender
Group 2 Notes have been accepted for purchase are entitled to
receive the total consideration set forth in the table above under
the heading "Tender Group 2," which includes an early tender
premium, and to receive accrued and unpaid interest. Holders
of Tender Group 2 Notes that are validly tendered after the Early
Tender Date but on or before the Expiration Time and whose Tender
Group 2 Notes are accepted for purchase will receive only the
applicable tender offer consideration, which is equal to the total
consideration set forth in the table above under the heading
"Tender Group 2," minus the applicable early tender premium,
and to receive accrued and unpaid interest.
Tender Group 2 Notes tendered on or prior to the Early Tender
Deadline, which have been accepted for purchase on the Early
Settlement Date, will have priority over Tender Group 2 Notes
tendered after the Early Tender Deadline. If the Tender
Offers for Tender Group 2 Notes are oversubscribed at the
Expiration Date, then only a portion of Tender Group 2 Notes
tendered after the Early Tender Deadline may be accepted for
purchase pursuant to the proration procedures described in the
Offer to Purchase.
The total cash payment to purchase on the Early Settlement Date
the accepted Tender Group 2 Notes will be approximately
US$135.9 million based on the U.S.
dollar exchange rate described herein, excluding accrued and unpaid
interest. Tender Group 2 Notes that have been validly
tendered on or prior to the Early Tender Deadline cannot be
withdrawn, except as may be required by applicable law.
The early settlement date on which PGF will make payment for
Notes accepted in the Tender Offers is expected to be December 21, 2018 (the "Early Settlement
Date"). The Tender Offers will expire at 11:59 p.m., New York
City time, on January 4, 2019
(the "Expiration Time").
The exchange rate used to translate Pounds Sterling to U.S.
dollars was US$1.2659 per Pound
Sterling, the applicable exchange rate as of 2:00 p.m., New York
City time on December 19,
2018, as reported on Bloomberg screen page "FXIP" under the
heading "FX Rate vs. USD."
The Tender Offers are being made pursuant to the Offer to
Purchase, and the related letter of transmittal dated December 6, 2018 (as amended or supplemented from
time to time, the "Letter of Transmittal"), which set forth in more
detail the terms and conditions of the Tender Offers.
PGF has engaged BB Securities Limited, Credit Agricole
Securities (USA) Inc., Itau BBA
USA Securities, Inc., J.P. Morgan
Securities LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Mizuho Securities USA LLC to act as dealer managers (the "Dealer
Managers") in connection with the Tender Offers. Global
Bondholder Services Corporation is acting as the depositary and
information agent for the Tender Offers.
* * * * *
This press release is not an offer to purchase, nor a
solicitation of an offer to sell, nor the solicitation of tenders
with respect to, the securities described herein. The Tender Offers
are not being made to holders of Notes in any jurisdiction in which
PGF is aware that the making of the Tender Offers 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 Tender Offers to be made by a licensed broker or dealer, the
respective Tender Offers will be deemed to be made on PGF's 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 Tender
Offers may be directed to BB Securities Limited at +44 (20)
7367-5803, Credit Agricole Securities (USA) Inc. at +1 (866) 807-6030, Itau BBA
USA Securities, Inc. at +1 (212)
710-6749, J.P. Morgan Securities LLC at +1 (866) 834-4666, Merrill
Lynch, Pierce, Fenner & Smith Incorporated at +1 (888) 292-0070
and Mizuho Securities USA LLC at
+1 (866) 271-7403. Requests for additional copies of the Offer to
Purchase, the Letter of Transmittal and related documents may be
directed to Global Bondholder Services Corporation at +1
(866)-470-3900 (toll-free) or +1 (212)-430-3774.
Neither the Offer to Purchase nor any documents related to the
Tender Offers 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 Offer to Purchase or any
documents related to the Tender Offers, and it is unlawful and may
be a criminal offense to make any representation to the
contrary.
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