RIO DE JANEIRO, March 26, 2019 /PRNewswire/
-- Petróleo Brasileiro S.A. – Petrobras ("Petrobras")
(NYSE: PBR) announced today the early results of its previously
announced debt tender offers (the "Waterfall Offers"). As of
5:00 p.m., New York City time, on March 25, 2019 (the "Early Tender Deadline")
holders of US$1,859,033,000 and
€368,598,000 principal amount of the outstanding notes of the
series set forth in the table below (the "Notes" and each a
"series" of Notes), issued by Petrobras's wholly-owned subsidiary
Petrobras Global Finance B.V. ("PGF"), tendered their Notes,
pursuant to PGF's previously announced Waterfall Offers.
The Waterfall Offers were made pursuant to the terms and
conditions set forth in the offer to purchase dated March 12, 2019 (as amended or supplemented, the
"Offer to Purchase" and, together with the related letter of
transmittal, the "Offer Documents").
The following table summarizes the early tender results as of
the Early Tender Deadline and the principal amount of Notes that
PGF has accepted for purchase:
Title of
Security
|
CUSIP/ISIN
|
Principal
Amount
Outstanding(1)
|
Acceptance
Priority
Level
|
Late Tender
Consideration(2)
|
Early Tender
Consideration(2)
|
Principal
Amount
Tendered
|
Principal
Amount
Accepted for
Purchase
|
5.299% Global
Notes
due January
2025
|
71647N
AT6,
71647N
AV1,
N6945A AJ6
/
US71647NAT63,
US71647NAV10,
USN6945AAJ62
|
US$3,539,166,000
|
1
|
US$988.75
|
US$1,018.75
|
US$504,435,000
|
US$504,435,000
|
5.375% Global
Notes
due January
2021
|
71645W AR2
/
US71645WAR25
|
US$1,103,876,000
|
2
|
US$1,006.25
|
US$1,036.25
|
US$137,643,000
|
US$137,643,000
|
6.125% Global
Notes
due January
2022
|
71647N AR0
/
US71647NAR08
|
US$1,296,881,000
|
3
|
US$1,032.50
|
US$1,062.50
|
US$561,301,000
|
US$561,301,000
|
6.250% Global
Notes
due March
2024
|
71647N AM1
/
US71647NAM11
|
US$2,439,500,000
|
4
|
US$1,037.50
|
US$1,067.50
|
US$217,133,000
|
US$217,133,000
|
3.750% Global
Notes
due January
2021
|
N/A /
XS0982711987
|
€283,290,000
|
5
|
€1,033.75
|
€1,063.75
|
€51,590,000
|
€51,590,000
|
8.375% Global
Notes
due May
2021
|
71647N
AP4/
US71647NAP42
|
US$901,967,000
|
6
|
US$1,075.00
|
US$1,105.00
|
US$438,521,000
|
US$438,521,000
|
4.250% Global
Notes
due October
2023
|
N/A /
XS0835890350
|
€454,807,000
|
7
|
€1,075.00
|
€1,105.00
|
€46,306,000
|
€46,306,000
|
4.750% Global
Notes
due January
2025
|
N/A /
XS0982711714
|
€800,000,000
|
8
|
€1,080.00
|
€1,110.00
|
€104,268,000
|
€104,268,000
|
5.875% Global
Notes
due March
2022
|
N/A /
XS0716979595
|
€600,000,000
|
9
|
€1,106.25
|
€1,136.25
|
€166,434,000
|
€166,434,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) As of the date hereof,
including Notes held by Petrobras or its affiliates.
|
(2) Per US$1,000 or €1,000,
as applicable. The Early Tender Consideration 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 Euro denominated Notes accepted for
purchase.
|
PGF has accepted for purchase all Notes validly tendered in the
Waterfall Offers on or prior to the Early Tender Deadline.
Holders of Notes that validly tendered on or prior to the Early
Tender Deadline and whose Notes have been accepted for purchase are
entitled to receive the Early Tender Consideration set forth in the
table above, which includes an early tender premium, and to receive
accrued and unpaid interest. Holders of Notes that are
validly tendered after the Early Tender Deadline but on or before
the Expiration Date (as defined herein) and whose Notes are
accepted for purchase will receive the applicable Late Tender
Consideration set forth in the table above, which is equal to the
Early Tender Consideration set forth in the table above
minus the applicable early tender premium, and to receive
accrued and unpaid interest.
Notes tendered on or prior to the Early Tender Deadline, which
have been accepted for purchase on the Early Settlement Date (as
defined herein), will have priority over Notes tendered after the
Early Tender Deadline. If the Waterfall Offers are
oversubscribed at the Expiration Date, then only a portion of Notes
tendered after the Early Tender Deadline may be accepted for
purchase pursuant to the proration procedures described in the
Offer to Purchase.
The early settlement date on which PGF will make payment for
Notes accepted in the Waterfall Offers is expected to be
March 27, 2019 (the "Early Settlement
Date").
The total cash payment to purchase on the Early Settlement Date
the accepted Notes will be approximately US$2,434,232,110.82, based on the U.S. dollar
exchange rate described herein, excluding accrued and unpaid
interest. 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 Waterfall Offers will expire at 11:59
p.m., New York City time,
on April 8, 2019 (the "Expiration
Date").
The exchange rate used to translate Euro to U.S. dollars was
US$1.1316 per Euro, the
applicable exchange rate as of 2:00
p.m., New York City time on
March 25, 2019 as reported on
Bloomberg screen page "FXIP" under the heading "FX Rate vs.
USD."
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 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 Offers. Global Bondholder Services
Corporation is acting as the depositary and information agent for
the Waterfall 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 Waterfall
Offers are not being made to holders of Notes in any jurisdiction
in which PGF is aware that the making of the Waterfall 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 Offers to be made by a licensed broker or
dealer, the respective Waterfall 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 Waterfall
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) 525-5552 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 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.
None of the Offer Documents has been filed with, and has 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, 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 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 Offers were only
available to, and the Waterfall Offers were 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 Offers or
any of their 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