RIO DE JANEIRO, Sept. 27,
2017 /PRNewswire/ -- Petróleo Brasileiro S.A. –
Petrobras ("Petrobras") (NYSE: PBR) today announced the final
results of the previously announced offers to exchange (the
"Exchange Offers") and 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 five series of its outstanding notes set forth in the
tables below (the "Old Notes"). The previously announced New
Money Offering (as defined below) closed concurrently with the
Exchange Offers.
Closing of New Money Notes
The New Money Offering by PGF (the "New Money Offering") of
U.S.$1.0 billion aggregate
principal amount of its 5.299% Global Notes due 2025 and
U.S.$1.0 billion aggregate
principal amount of its 5.999% Global Notes due 2028 (together, the
"New Money Notes") closed today, September 27, 2017. The
terms of the New Money Notes, which are identical to the New Notes
(as defined below), are as follows:
|
5.299% Global
Notes due 2025
|
5.999% Global
Notes due 2028
|
|
|
|
Amount (not including
New Notes
issued pursuant to the Exchange
Offers):
|
U.S.$1,000,000,000
|
U.S.$1,000,000,000
|
|
|
|
Coupon:
|
5.299%
|
5.999%
|
|
|
|
Issue
Price:
|
100.000%
|
100.000%
|
|
|
|
Yield to
Maturity:
|
5.300%
|
6.000%
|
|
|
|
First Interest
Payment Date:
|
January 27,
2018
|
January 27,
2018
|
|
|
|
Interest Payment
Dates:
|
January 27 and
July 27
|
January 27 and
July 27
|
|
|
|
Maturity
Date:
|
January 27,
2025
|
January 27,
2028
|
Exchange Offers
The Exchange Offers were made pursuant to the terms and subject
to the conditions set forth in the Offering Memorandum dated
September 18, 2017 (the "Offering Memorandum," as amended and
supplemented, and together with the accompanying eligibility letter
and notice of guaranteed delivery, the "Exchange Offer
Documents").
The Exchange Offers expired at 5:00
p.m., New York City time,
on September 22, 2017 and settled today, September 27,
2017 (the "Settlement Date"). Upon the closing of the New
Money Offering, the New Money Offering Condition and the New Notes
Fungibility Condition (each as defined in the Offering Memorandum)
were satisfied. All conditions to the Exchange Offers were
therefore satisfied by the Settlement Date.
The tables below provide the aggregate principal amount of each
series of validly tendered Old Notes (including pursuant to the
guaranteed delivery procedures) that PGF accepted for exchange and
the aggregate principal amount of the applicable series of New
Notes (as defined below) issued in connection with PGF's offers
to:
(i) exchange any and all Old Notes listed below for PGF's newly
issued 5.299% Global Notes due 2025 ("New Notes due 2025"):
CUSIP / ISIN
Number
|
|
Title of
Security
|
|
Principal
Amount
Outstanding
|
|
Principal Amount
Validly
Tendered and Accepted
|
|
Principal Amount
of New
Notes due 2025 Issued
|
71647NAH2 /
US71647NAH26
|
|
4.875% Global Notes
due 2020
|
|
U.S.$542,535,000
|
|
U.S.$151,986,000
|
|
U.S.$160,287,000
|
71645W AR2 /
US71645WAR25
|
|
5.375% Global Notes
due 2021
|
|
U.S.$5,250,000,000
|
|
U.S.$2,447,124,000
|
|
U.S.$2,599,579,000
|
(ii) exchange any and all Old Notes listed below for PGF's newly
issued 5.999% Global Notes due 2028 ("New Notes due 2028" and
together with the New Notes due 2025, the "New Notes"):
CUSIP / ISIN
Number
|
|
Title of
Security
|
|
Principal
Amount
Outstanding
|
|
Principal Amount
Validly
Tendered and Accepted
|
|
Principal Amount
of New
Notes due 2028 Issued
|
71645WAN1 /
US71645WAN11
|
|
7.875% Global Notes
due 2019
|
|
U.S.$705,560,000
|
|
U.S.$141,179,000
|
|
U.S.$153,413,000
|
71645WAP6 /
US71645WAP68
|
|
5.75% Global Notes
due 2020
|
|
U.S.$1,165,227,000
|
|
U.S.$207,765,000
|
|
U.S.$223,259,000
|
71647N AP4 /
US71647NAP42
|
|
8.375% Global Notes
due 2021
|
|
U.S.$6,750,000,000
|
|
U.S.$3,820,233,000
|
|
U.S.$4,459,462,000
|
PGF issued U.S.$2,759,866,000
aggregate principal amount of New Notes due 2025 and
U.S.$4,836,134,000 aggregate
principal amount of New Notes due 2028 as the Exchange
Consideration (as defined in the Offering Memorandum) for the Old
Notes accepted in the Exchange Offers, including those validly
tendered through the guaranteed delivery procedures. In
addition to the Exchange Consideration, the total amount of accrued
and unpaid interest paid by PGF in respect of all Old Notes
accepted for exchange, together with the total amount of cash paid
by PGF in lieu of fractional amounts of New Notes, was
U.S.$136,270,499.72. PGF did
not receive any cash proceeds from the Exchange Offers.
Considering the principal amount of New Money Notes issued by
PGF in the New Money Offering, (i) the aggregate principal
amount of New Notes due 2025 issued by PGF was U.S.$3,759,866,000, and (ii) the aggregate principal
amount of New Notes due 2028 issued by PGF was U.S.$5,836,134,000.
The New Notes and the New Money Notes have not been registered
under the Securities Act of 1933, as amended (the "Securities Act")
or any state securities laws. Therefore, the New Notes and the New
Money 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
has entered into a registration rights agreement with respect to
the New Notes and the New Money Notes.
Only holders who had duly completed and returned an Eligibility
Letter certifying that they were either (1) "qualified
institutional buyers" ("QIBs") as defined in Rule 144A under the
Securities Act or (2) non-"U.S. persons" (as defined in Rule 902
under the Securities Act) located outside of the United States were authorized to receive
the Offering Memorandum and to participate in the Exchange
Offers.
Global Bondholder Services Corporation acted as the Information
Agent and the Exchange Agent for the Exchange Offers.
Questions or requests for assistance related to the Exchange Offers
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.
Cash Offers
The Cash Offers were made pursuant to the terms and subject to
the conditions set forth in the Offer to Purchase dated
September 18, 2017 (the "Offer to Purchase" and, together with
the accompanying certification instructions letter and notice of
guaranteed delivery, the "Cash Offer Documents"). The Cash
Offers expired at 5:00 p.m.,
New York City time, on
September 22, 2017 and settled today, September 27,
2017.
All conditions to the Cash Offers, including the Maximum Tender
Consideration and the Exchange Offer Completion Condition (each as
defined in the Offer to Purchase), were satisfied by the Settlement
Date.
The table below provides the aggregate principal amount of each
series of validly tendered Old Notes (including pursuant to
guaranteed delivery procedures) that PGF accepted for purchase:
CUSIP / ISIN
Number
|
|
Title of
Security
|
|
Principal
Amount
Outstanding
|
|
Principal
Amount
Validly Tendered and
Accepted(1)
|
71645WAN1 /
US71645WAN11
|
|
7.875% Global Notes
due 2019
|
|
U.S.$705,560,000
|
|
U.S.$6,030,000
|
71647NAH2 /
US71647NAH26
|
|
4.875% Global Notes
due 2020
|
|
U.S.$542,535,000
|
|
U.S.$10,006,000
|
71645WAP6 /
US71645WAP68
|
|
5.75% Global Notes
due 2020
|
|
U.S.$1,165,227,000
|
|
U.S.$18,778,000
|
71645W AR2 /
US71645WAR25
|
|
5.375% Global Notes
due 2021
|
|
U.S.$5,250,000,000
|
|
U.S.$90,071,000
|
71647N AP4 /
US71647NAP42
|
|
8.375% Global Notes
due 2021
|
|
U.S.$6,750,000,000
|
|
U.S.$85,238,000
|
(1)
|
Holders of Old Notes
participating in the Cash Offers were required to certify that they
were Cash Offer Qualified Holders (as defined below). The
principal amount accepted reflects the final determination by PGF
with respect to a number of submissions that were rejected on the
basis of a reasonable belief that the relevant Old Notes were
tendered by holders who were not eligible to participate in the
Cash Offers.
|
PGF paid in aggregate U.S.$232,513,092.50 as the Tender Consideration (as
defined in the Offer to Purchase) for the Old Notes accepted in the
Cash Offers, including those validly tendered through the
guaranteed delivery procedures. In addition to the Tender
Consideration, the total amount of accrued and unpaid interest paid
by PGF in respect of all Old Notes accepted for purchase was
U.S.$3,496,094.58.
Holders that were either (i) QIBs or (ii) non-"U.S.
persons" (as defined in Rule 902 under the Securities Act) were not
eligible to participate in the Cash Offers. All other holders
of Old Notes were eligible to participate in the Cash Offers (such
other holders, the "Cash Offer Qualified Holders"). Holders
of Old Notes participating in the Cash Offers were required to
certify that they were Cash Offer Qualified Holders.
Global Bondholder Services Corporation also acted as the
Information Agent and the Tender Agent for the Cash Offers.
Questions or requests for assistance related to the Cash Offers 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.
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase any Old Notes, New Money Notes or any other
securities, nor shall there be any offer, solicitation or sale of
the Old Notes, the New Money Notes or any other securities in any
state or other jurisdiction in which such an offer, solicitation or
sale would be unlawful.
The Offers were not 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 required the Offers to be made by a licensed
broker or dealer, the Offers were 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.
This communication and any other documents or materials
relating to the Offers have not been approved by an authorized
person for the purposes of Section 21 of the Financial Services and
Markets Act 2000, as amended (the "FSMA"). Accordingly, this
communication and such documents and/or materials are not being
distributed to, and must not be passed on to, persons in the
United Kingdom save in
circumstances where section 21(1) of the FSMA does not apply.
This communication is only being made to those persons in the
United Kingdom (i) falling within
the definition of investment professionals (as defined in Article
19(5) of the Financial Promotion Order), (ii) falling within
Article 43 of the Financial Promotion Order (non-real time
communication by or on behalf of a body corporate to creditors of
that body corporate), or (iii) to whom it may otherwise lawfully be
communicated by virtue of an exemption to section 21(1) of the FSMA
or otherwise in circumstances where it does not apply (all such
persons together being referred to as "Relevant Persons"). This
communication is directed only at Relevant Persons and must not be
acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this communication
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
Cautionary Statement Regarding Forward-Looking
Statements
This press release may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended that are not based on historical facts and are not
assurances of future results. No assurance can be given that
the transactions described herein will be consummated or as to the
ultimate terms of any such transactions. All forward-looking
statements are expressly qualified in their entirety by this
cautionary statement, and you should not place reliance on any
forward-looking statement contained in this press release.
Petrobras and PGF undertake 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.
View original
content:http://www.prnewswire.com/news-releases/petrobras-announces-final-results-of-its-private-exchange-offers-and-related-tender-offers-for-five-series-of-notes-and-the-closing-of-its-concurrent-offering-of-usd-denominated-global-notes-300527111.html
SOURCE Petróleo Brasileiro S.A. - Petrobras