RIO DE JANEIRO, Sept. 13,
2019 /PRNewswire/ -- Petróleo Brasileiro S.A. – Petrobras
("Petrobras") (NYSE: PBR) today announced the pricing terms of the
previously announced offers to exchange (the "Exchange Offers") and
related offers to purchase for cash (the "Cash Offers" and together
with the Exchange Offers, the "Offers"), by its wholly-owned
subsidiary Petrobras Global Finance B.V. ("PGF"), relating to seven
series of its outstanding notes (the "Old Notes").
Exchange Offers
The following table sets forth the acceptance priority levels
(the "Acceptance Priority Levels"), the amount of newly-issued PGF
notes (the "New Notes") and cash (the "Cash Amount") that holders
of Old Notes are eligible to receive for Old Notes validly tendered
and accepted in the Exchange Offers (the "Exchange Consideration")
and the exchange offer yield for each series of Old Notes, as
calculated at 2:00 p.m. (New York City time) today, September 13, 2019 ("Price Determination
Date").
CUSIP /
ISIN
Numbers
|
Title of
Security
|
Acceptance
Priority
Level
|
Principal
Amount
Outstanding
|
Reference
U.S. Treasury
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
(basis
points)
|
|
|
Composition of
Exchange
Consideration per U.S.$1,000
Principal Amount of Old Notes
|
Exchange
Offer
Yield
|
Exchange
Consideration(1)
|
Cash
Amount
|
New Notes
Amount (2)
|
71647NAF6 /
US71647NAF69
|
4.375% Global
Notes
due May 2023
|
1
|
U.S.$1,500,414,000
|
1.250% due
August 31, 2024
|
FIT1
|
+140
|
3.126 %
|
U.S.$1,042.98
|
U.S.$521.49
|
U.S.$521.49
|
71647NAM1 /
US71647NAM11
|
6.250% Global
Notes
due March 2024
|
2
|
U.S.$1,984,522,000
|
1.250% due
August 31, 2024
|
FIT1
|
+173
|
3.456%
|
U.S.$1,115.45
|
U.S.$557.72
|
U.S.$557.73
|
71647N
AV1,
N6945A AJ6
/
US71647NAV10,
USN6945AAJ62
|
5.299% Global
Notes
due January 2025
|
3
|
U.S.$2,661,378,000
|
1.250% due
August 31, 2024
|
FIT1
|
+178
|
3.506%
|
U.S.$1,086.85
|
U.S.$543.42
|
U.S.$543.43
|
71647NAQ2 /
US71647NAQ25
|
8.750% Global
Notes
due May 2026
|
4
|
U.S.$2,962,000,000
|
1.625% due
August 15, 2029
|
FIT1
|
+243
|
4.303%
|
U.S.$1,255.72
|
U.S.$627.86
|
U.S.$627.86
|
71647NAS8 /
US71647NAS80
|
7.375% Global
Notes
due January 2027
|
5
|
U.S.$3,391,069,000
|
1.625% due
August 15, 2029
|
FIT1
|
+249
|
4.363%
|
U.S.$1,187.15
|
U.S.$593.57
|
U.S.$593.58
|
71647N AW9,
N6945A AK3,
71647N AY5 /
US71647NAW92,
USN6945AAK36,
US71647NAY58
|
5.999% Global
Notes
Due January 2028
|
6
|
U.S.$4,790,114,000
|
1.625% due
August 15, 2029
|
FIT1
|
+269
|
4.563%
|
U.S.$1,098.80
|
U.S.$329.64
|
U.S.$769.16
|
71647NAZ2 /
US71647NAZ24
|
5.750% Global
Notes
due February 2029
|
7
|
U.S.$2,623,099,000
|
1.625% due
August 15, 2029
|
FIT1
|
+281
|
4.683%
|
U.S.$1,080.12
|
U.S.$324.04
|
U.S.$756.08
|
______________________
(1)
|
Per U.S.$1,000
principal amount of Old Notes validly tendered and accepted for
exchange. The Exchange Consideration for each series of Old Notes
is based on the fixed spread for the applicable series of Old
Notes, plus the yield of the Reference U.S. Treasury
Security for that series as of 2:00 p.m. (New York City time) on
the Price Determination Date. The applicable Exchange
Consideration does not include accrued and unpaid interest on the
Old Notes accepted for exchange (the "Accrued Coupon Payment"),
which is payable in cash in addition to the applicable Exchange
Consideration.
|
(2)
|
Payable in principal
amount of New Notes per each U.S.$1,000 principal amount of the
specified series of Old Notes validly tendered and accepted for
exchange.
|
The coupon for the New Notes was also determined today at
2:00 p.m. (New York City time) and is equal to 5.093% per
annum. The coupon was calculated as the sum of (a) the yield
of the 1.625% U.S. Treasury Security due 2029 (the "New Notes
Reference Security"), as calculated by the Dealer Managers (as
defined below) in accordance with standard market practice, that
equated to the bid- side price of the New Notes Reference Security
appearing at the Price Determination Date on the Bloomberg
Reference Page FIT1, plus (b) 322 basis points, such sum
rounded to the third decimal place when expressed as a
percentage. The New Notes will mature on January 15, 2030. Interest will paid on
January 15 and July 15 of each year, commencing on January 15, 2020. The issue price is 100% of
principal amount, plus accrued interest (if any) from September 18, 2019. The New Notes may be
redeemed, in whole or in part, prior to their stated maturity at
the option of PGF at a make-whole price calculated based on a
benchmark treasury plus 50 basis points.
If and when issued, the New Notes will not be registered under
the Securities Act or any state securities laws. Therefore,
the New Notes may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and any applicable state securities laws. PGF
will enter into a registration rights agreement with respect to the
New Notes.
The Exchange Offers are being made in accordance with the
offering memorandum, dated September 9,
2019, the related eligibility letter and notice of
guaranteed delivery (collectively, the "Exchange Offer
Documents").
Global Bondholder Services Corporation is acting as the
Information Agent and the Exchange Agent for the Exchange Offers.
Questions or requests for assistance related to the Exchange Offers
or for additional copies of the Exchange Offer Documents may be
directed to Global Bondholder Services Corporation at (866)
470-3800 (toll free) or (212) 430-3774 (collect). You may also
contact your broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Exchange Offers. The
Exchange Offer Documents can be accessed at the following link:
https://gbsc-usa.com/eligibility/Petrobras.
Cash Offers
The following table sets forth the Acceptance Priority Levels,
the applicable tender consideration that holders of Old Notes are
eligible to receive for Old Notes validly tendered and accepted in
the Cash Offers (the "Cash Offer Consideration") and the cash offer
yield for each series of Old Notes, as calculated at 2:00 p.m. (New York
City time) today.
CUSIP/ISIN
Number
|
Title of
Security
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
Reference
U.S.
Treasure
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
(basis
points)
|
Cash Offer
Yield
|
Tender
Consideration(1)
|
71647NAF6 /
US71647NAF69
|
4.375% Global
Notes
due May 2023
|
U.S.$1,500,414,000
|
1
|
1.250% due
August 31, 2024
|
FIT1
|
+140
|
3.126%
|
U.S.$1,042.98
|
71647NAM1 /
US71647NAM11
|
6.250% Global
Notes
due March 2024
|
U.S.$1,984,522,000
|
2
|
1.250% due
August 31, 2024
|
FIT1
|
+173
|
3.456%
|
U.S.$1,115.45
|
71647N AV1,
N6945A AJ6 /
US71647NAV10,
USN6945AAJ62
|
5.299% Global
Notes
due January 2025
|
U.S.$2,661,378,000
|
3
|
1.250% due
August 31, 2024
|
FIT1
|
+178
|
3.506%
|
U.S.$1,086.85
|
71647NAQ2 /
US71647NAQ25
|
8.750% Global
Notes
due May 2026
|
U.S.$2,962,000,000
|
4
|
1.625% due
August 15, 2029
|
FIT1
|
+243
|
4.303%
|
U.S.$1,255.72
|
71647NAS8 /
US71647NAS80
|
7.375% Global
Notes
due January 2027
|
U.S.$3,391,069,000
|
5
|
1.625% due
August 15, 2029
|
FIT1
|
+249
|
4.363%
|
U.S.$1,187.15
|
71647N AW9,
N6945A AK3,
71647N AY5 /
US71647NAW92,
USN6945AAK36,
US71647NAY58
|
5.999% Global
Notes
due January 2028
|
U.S.$4,790,114,000
|
6
|
1.625% due
August 15, 2029
|
FIT1
|
+269
|
4.563%
|
U.S.$1,098.80
|
71647NAZ2 /
US71647NAZ24
|
5.750% Global
Notes
due February 2029
|
U.S.$2,623,099,000
|
7
|
1.625% due
August 15, 2029
|
FIT1
|
+281
|
4.683%
|
U.S.$1,080.12
|
______________________
(1)
|
Per U.S.$1,000
principal amount of Old Notes validly tendered and accepted for
exchange. The consideration payable in the Cash Offers for each
series of Old Notes is based on the fixed spread for the applicable
series of Old Notes, plus the yield of the Reference U.S.
Treasury Security for that series as of 2:00 p.m. (New York City
time) on the Price Determination Date. The applicable Tender
Consideration does not include the Accrued Coupon Payment with
respect to Old Notes accepted for purchase, which is payable in
cash in addition to the applicable Tender Consideration.
|
The Cash Offers are being made in accordance with the offer to
purchase, dated September 9, 2019 and
the related notice of guaranteed delivery (collectively, the "Cash
Offer Documents").
Global Bondholder Services Corporation is acting as the
Information Agent and the Tender Agent for the Cash Offers.
Questions or requests for assistance related to the Cash Offers or
for additional copies of the Cash Offer Documents may be directed
to Global Bondholder Services Corporation at (866) 470-3800 (toll
free) or (212) 430-3774 (collect). You may also contact your
broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Cash Offers. The Cash Offer Documents can
be accessed at the following link:
https://www.gbsc-usa.com/Petrobras/.
####
PGF has engaged Citigroup Global Markets Inc., Credit Agricole
Securities (USA) Inc., HSBC
Securities (USA) Inc., Mizuho
Securities USA LLC, Morgan Stanley
& Co. LLC and Santander Investment Securities Inc.
(collectively, the "Dealer Managers"), to act as dealer managers
with respect to the Offers.
This announcement is for informational purposes only. This
announcement is not an offer to purchase or exchange or a
solicitation of an offer to purchase or exchange any Old Notes. The
Exchange Offers are being made solely pursuant to the Exchange
Offer Documents and the Cash Offers are being made solely pursuant
to the Cash Offer Documents. The Offers are not being made to
holders of Old Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the securities laws or blue sky laws require the Offers to be
made by a licensed broker or dealer, the Offers will be deemed to
be made on behalf of PGF by the dealer managers for the Offers or
one or more registered brokers or dealers that are licensed under
the laws of such jurisdiction.
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. 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 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 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