RIO DE JANEIRO, March 12, 2019 /PRNewswire/ -- Petróleo
Brasileiro S.A. – Petrobras ("Petrobras") (NYSE: PBR) announces the
pricing of (i) additional notes of its 5.750% Global Notes due 2029
(CUSIP No. 71647N AZ2/ ISIN No. US71647NAZ24) (the "2029 Notes")
and (ii) new notes denominated in U.S. Dollars (the "New Notes"
and, together with the 2029 Notes, the "Notes") to be issued by its
wholly-owned subsidiary Petrobras Global Finance B.V. ("PGF").
The Notes will be unsecured obligations of PGF and will be
fully and unconditionally guaranteed by Petrobras. The
additional 2029 Notes will be consolidated, form a single series,
and be fully fungible with, PGF's outstanding U.S.$1,900,000,000 aggregate principal amount of
5.750% Global Notes due 2029 issued on February 1, 2018. Closing is expected to occur on
March 19, 2019.
The terms of the additional 2029 Notes are as follows:
- Issue: 5.750% Global Notes due 2029
- Reopening Principal Amount: U.S.$750,000,000 (total amount outstanding for the
series: U.S.$2,650,000,000)
- Coupon: 5.750%
- Interest Payment Dates: February
1 and August 1 of each year, commencing on August 1, 2019
- Reopening price: 98.515% of principal amount, plus accrued
interest from February 1, 2019
- Yield to Investors: 5.950%
- Maturity: February 1, 2029
The terms of the New Notes are as follows:
- Issue: 6.900% Global Notes due 2049
- Amount: U.S.$2,250,000,000
- Coupon: 6.900%
- Interest Payment Dates: March 19
and September 19 of each year,
commencing on September 19, 2019
- Issue price: 100.000%
- Yield to Investors: 6.900%
- Maturity: March 19, 2049
PGF intends to use the net proceeds from the sale of the Notes
to repurchase its 4.375% Global Notes due May 2023, 5.299% Global Notes due January 2025, 5.375% Global Notes due
January 2021, 6.125% Global Notes due
January 2022, 6.250% Global Notes due
March 2024, 3.750% Global Notes due
January 2021, 8.375% Global Notes due
May 2021, 4.250% Global Notes due
October 2023, 4.750% Global Notes due
January 2025 and 5.875% Global Notes
due March 2022, that PGF accepts for
purchase in the tender offers announced concurrently with the
offering of the Notes, and to use any remaining net proceeds for
general corporate purposes.
In connection with the waterfall tender offers announced by PGF
concurrently with the offering of the Notes (the "Waterfall Tender
Offers"), PGF announces that it has increased the waterfall tender
cap from an aggregate purchase price of U.S.$3.2 billion to an aggregate purchase price of
U.S.$4.5 billion, in each case
less the aggregate purchase price that holders of 4.375%
Global Notes due 2023 are entitled to receive for notes validly
tendered and accepted for purchase. Except as described in
this press release, all other terms of the Waterfall Tender Offers
as described in the offer to purchase dated March 12, 2019 (the "Offer to Purchase") and in
the accompanying notice of guaranteed delivery and related letter
of transmittal, remain unchanged.
PGF has engaged BNP Paribas Securities Corp., Banco Bradesco BBI
S.A., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC,
HSBC Securities (USA) Inc., and
Santander Investment Securities Inc. to act as lead dealer managers
with respect to the Waterfall Tender Offers, and ABN AMRO
Securities (USA) LLC, BBVA
Securities Inc. and Commerz Markets LLC to act as co-dealer
managers with respect to the Waterfall Tender Offers. Global
Bondholder Services Corporation is acting as the depositary and
information agent for the Waterfall Tender Offers.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such jurisdiction. The Waterfall Tender Offers are not being
made to holders of notes in any jurisdiction in which PGF is aware
that the making of the Waterfall 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 Waterfall Tender Offers to be made by a licensed broker or
dealer, the respective Waterfall Tender Offers will be deemed to be
made on PGF's behalf by the lead dealer managers and co-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 Waterfall Tender Offers may be directed to
BNP Paribas Securities Corp. at + 1 212 841-3059, Banco Bradesco
BBI S.A. at +1-646-432-6643, Citigroup Global Markets Inc. (toll
free ) at +1 (800) 558-3745 and (collect) at +1(212) 723-6106,
Goldman Sachs & Co. LLC at +1 (212) 902-6351 or +1 (800)
828-3182, HSBC Securities (USA)
Inc. at +1 (212) 525-0238 and Santander Investment Securities Inc.
(toll-free) at +1 (855) 404-3636 or +1(212) 940-1442. Requests for
additional copies of the Offer to Purchase and related tender offer
documents may be directed to Global Bondholder Services Corporation
at +1 (866) 470-3800 (toll-free) or +1 (212) 430-3774. The Offer to
Purchase and related tender offer documents can be accessed at the
following link: http://www.gbsc-usa.com/Petrobras.
Neither the Offer to Purchase nor any documents related to the
Waterfall 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 Waterfall Tender 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 Waterfall Tender 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. Accordingly,
such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom. The communication of such
documents and/or materials as a financial promotion is only being
directed at and made to those persons in the United Kingdom falling within the definition
of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order") or within Article 43(2) of the Order, or high
net worth companies, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order,
or to other persons to whom it may lawfully be communicated in
accordance with the Order (all such persons together being referred
to as "relevant persons"). The Waterfall Tender Offers are only
available to, and the Waterfall Tender Offers will be engaged in
only with, relevant persons. Any person who is not a relevant
person should not act or rely on any document relating to the
Waterfall Tender Offers or any of its contents.
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