RIO DE JANEIRO, July 10, 2019 /PRNewswire/
-- Petróleo Brasileiro S.A. – Petrobras ("Petrobras")
(NYSE: PBR) today announced the final results of the previously
announced offers to purchase (the "Any and All Offers") by its
wholly-owned subsidiary Petrobras Global Finance B.V. ("PGF"), of
any and all of its outstanding notes set forth in the table below
(the "Notes").
The Any and All Offers were made pursuant to the terms and
conditions set forth in the offer to purchase dated July 1, 2019 (the "Offer to Purchase" and,
together with the accompanying notice of guaranteed delivery, the
"Offer Documents").
The Any and All Offers expired at 5:00
p.m., New York City time,
on July 8, 2019 (the "Expiration
Date") and are expected to settle on July
11, 2019 (the "Settlement Date").
The table below sets forth the aggregate principal amount of
Notes validly tendered in the Any and All Offers or validly
delivered through guaranteed delivery procedures, that PGF accepted
for purchase, as well as the consideration payable for such
Notes.
Title of
Security
|
CUSIP/ISIN
|
Principal
Amount
Outstanding(1)
|
Consideration(2)
|
Principal
Amount
Tendered or
Delivered and
Accepted
|
3.750% Global
Notes
due January 2021
|
N/A /
XS0982711987
|
€231,700,000
|
€1,062.00
|
€46,664,000
|
5.875% Global
Notes
due March 2022
|
N/A /
XS0716979595
|
€433,466,000
|
€1,148.75
|
€84,824,000
|
4.250% Global
Notes
due October 2023
|
N/A /
XS0835890350
|
€408,501,000
|
€1,140.00
|
€37,245,000
|
4.750% Global
Notes
due January 2025
|
N/A /
XS0982711714
|
€693,332,000
|
€1,146.25
|
€53,683,000
|
6.250% Global
Notes
Due December 2026
|
N/A /
XS0718502007
|
£700,000,000
|
£1,146.25
|
£84,818,000
|
5.375% Global
Notes
Due October 2029
|
N/A /
XS0835891838
|
£418,988,000
|
£1,058.75
|
£28,110,000
|
6.625% Global
Notes
Due January 2034
|
N/A /
XS0982711474
|
£600,000,000
|
£1,135.00
|
£139,684,000
|
__________________________________________
(1) As of the date hereof, including Notes held by
Petrobras or its affiliates.
(2) Per €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
The aggregate amount payable by PGF to holders whose Notes were
accepted for purchase, excluding accrued and unpaid interest, is
U.S.$638,937,018.30.
In connection with the waterfall tender offers announced by PGF
concurrently with the Any and All Offers (the "Waterfall Offers"
and, together with the Any and All Offers, the "Offers"), PGF
announces that based on the aggregate amount payable by PGF to
holders whose Notes were accepted for purchase in the Any and All
Offers, excluding accrued and unpaid interest, the waterfall tender
cap is US$2,361,062,981.70.
The exchange rates used to calculate the waterfall tender cap
were £1.2519 per US$1.00 and €1.1215
per US$1.00, the applicable exchange
rates as of 2:00 p.m., New York City time on July 8, 2019, as reported on Bloomberg screen
page "FXIP" under the heading "FX Rate vs. USD."
PGF engaged Banco Bradesco BBI S.A., BB Securities Limited, BofA
Securities, Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and
Scotia Capital (USA) Inc. to act
dealer managers with respect to the Offers. Global Bondholder
Services Corporation acted as the depositary and information agent
for the Offers.
Any questions or requests for assistance regarding the Offers
may be directed to Banco Bradesco BBI S.A. at +1 (646) 432-6643, BB
Securities Limited at +44 (20) 7367-5803, BofA Securities, Inc. at
+1 (888) 292-0070, Credit Suisse Securities (USA) LLC at +1 (800) 820-1653, J.P. Morgan
Securities LLC at +1 (866) 834-4666 and Scotia Capital
(USA) Inc. at +1 (800) 372-3930
(toll free) or +1 (212) 225-5559 (collect). 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/.
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
to Purchase or any 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 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 Offers were only available to, and
the 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 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