CARACAS, Venezuela,
Sept. 26, 2016 /PRNewswire/
-- PetrĂ³leos de Venezuela,
S.A. ("PDVSA" or the "Company"), announced today that it has
decided to increase the exchange consideration paid in connection
with the offers to exchange (the "Exchange Offers") of up to
U.S.$5,325 million aggregate
principal amount of PDVSA's outstanding 5.250% Senior Notes due
2017 (the "April 2017 Notes") and
8.50% Senior Notes due 2017 (the "November
2017 Notes," and together with the April 2017 Notes, the "Existing Notes") for new
8.50% Senior Secured Notes due 2020 (the "New Notes").
The Total Exchange Consideration on or prior to Early Tender
Deadline and the Exchange Consideration after the Early Tender
Deadline have been increased by U.S.$170.00 for every U.S.$1,000 principal amount validly tendered and
accepted with respect to the April
2017 Notes, and the Total Exchange Consideration on or prior
to Early Tender Deadline and the Exchange Consideration after the
Early Tender Deadline have been increased by U.S.$220.00 for every U.S.$1,000 principal amount validly tendered and
accepted with respect to the November
2017 Notes. The consideration for each of the Existing Notes
will be paid as follows:
Title of
Security
(Existing Notes)
|
Principal
Amount
Outstanding as the date
of the Date of the
Supplement to the
Offering Circular
|
Total Exchange
Consideration on or
Prior to Early Tender
Deadline Per
U.S.$1,000 of Notes
Exchanged(1)
|
Early Tender
Premium
|
Exchange
Consideration After
the Early Tender
Deadline Per
U.S.$1,000 of Notes
Exchanged
|
April 2017
Notes
|
U.S.$3,000
million
|
U.S.$1,170.00
|
U.S.$50.00
|
U.S.1,120.00
|
November 2017
Notes
|
U.S.$4,100
million
|
U.S.$1,220.00(2)
|
U.S.$50.00
|
U.S.$1,170.00(2)
|
|
___________________________
|
(1) Includes Early
Tender Premium.
|
(2) The Total
Exchange Consideration and the Exchange Consideration, as the case
may be, are per U.S.$1,000 principal amount of the outstanding
Notes tendered (including after amortization payments) as of the
date hereof rounded downwards to the nearest integral multiple of
U.S. $1,000, and not per U.S.$1,000 principal amount of the
originally issued principal amount.
|
In addition, PDVSA announced that the aggregate maximum exchange
amount of Existing Notes will be U.S.$5,325
million, or 75% of the aggregate principal outstanding
amount of Existing Notes (subject to any increase by PDVSA at its
sole discretion, the "Aggregate Maximum Exchange Amount").
Acceptance of tenders of Existing Notes may be subject to proration
if the aggregate outstanding amount for all such Existing Notes
validly tendered for exchange and not validly withdrawn would cause
the Aggregate Maximum Exchange Amount to be exceeded. If
proration of the tendered Existing Notes is required, PDVSA will
determine the final proration factor based on the aggregate
principal amount outstanding of the Existing Notes tendered, such
that the Maximum Exchange Amount will not be exceeded, as soon as
practicable after the Expiration Date.
PDVSA also announced that the Early Tender Deadline and the
Withdrawal Deadline, which were originally scheduled to expire on
September 29, 2016, have been
extended through October 6, 2016 at
5:00 P.M. New York City Time, unless
extended or earlier terminated by PDVSA at its sole and absolute
discretion. The Exchange Offers for the Existing Notes are
scheduled to expire at 11:59 P.M.,
New York City time, on
October 14, 2016 (the "Expiration
Date"), unless extended by PDVSA.
The Exchange Offers are being made pursuant to the Offering
Circular dated September 16, 2016
(the "Offering Circular") and its Supplement dated September 26, 2016 (the "Supplement"), which sets
forth more fully the terms and conditions of the Exchange Offers.
The consummation of the Exchange Offers are subject to the
conditions set forth in the Offering Circular and the Supplement,
including, among others, the valid tender, without subsequent
withdrawal, of at least 50% of the aggregate principal amount of
the Existing Notes. PDVSA may, at its sole discretion, waive such
condition and other conditions that it may assert or
waive.
Capitalized terms not defined herein have their meaning set out
in the Offering Circular. This press release is neither an offer to
purchase nor a solicitation to buy any securities, nor is it a
solicitation for acceptance of the Exchange Offers. The Company is
making the Exchange Offers only by, and pursuant to the terms of,
the Offering Circular to holders of the Existing Notes. The
Exchange Offers are not being made 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. This press
release is neither an offer to sell nor a solicitation of an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.
D.F. King & Co., Inc. has
been appointed as the information agent and the exchange agent for
the Exchange Offers. Holders of the Existing Notes may obtain
copies of the Offering Circular and the Supplement from
D.F. King & Co., Inc. by
accessing the website https://sites.dfkingltd.com/pdvsa. Holders of
the Existing Notes may contact the information agent in
New York: (800) 431-9646 (toll
free) or (212) 269-5550 (banks and brokerage firms), in
London: +44 20 7920-9700 or e-mail
at pdvsa@dfkingltd.com.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/pdvsa-announces-changes-to-the-consideration-paid-in-connection-with-the-exchange-offers-the-extension-of-the-early-tender-deadline-and-the-withdrawal-deadline-of-its-offers-to-exchange-its-outstanding-5250-senior-notes-due-201-300334516.html
SOURCE Petroleos de Venezuela,
S.A.