RIO DE JANEIRO, May 17, 2016 /PRNewswire/ -- Petróleo Brasileiro
S.A. – Petrobras ("Petrobras") (NYSE: PBR) hereby announces that
its wholly-owned subsidiary Petrobras Global Finance B.V. ("PGF"),
plans to offer global notes in one or more series (the "Notes"),
subject to market and other conditions. The Notes will be
unsecured obligations of PGF and will be fully and unconditionally
guaranteed by Petrobras. PGF intends to use the net proceeds from
the sale of the Notes to repurchase notes validly tendered and
accepted for purchase by PGF in the waterfall tender offers
described below, and to use any remaining net proceeds for general
corporate purposes.
Petrobras hereby also announces the commencement of offers by
PGF to purchase for cash (i) any and all of PGF's 8.375% Global
Notes due 2018 (the "2018 Notes") (the "Any and All Offer"), and
(ii) PGF's notes of the series set forth in the table below under
the heading "Waterfall Tender Offers," for an aggregate purchase
price of up to US$3.0 billion (all
such notes together with the 2018 Notes, collectively, the "Old
Notes" and each a "series" of Old Notes), subject to the
"Acceptance Priority Level" of such series of Old Notes and subject
to proration (the "Offers," and each an "Offer"). In
conjunction with the Any and All Offer, PGF is soliciting consents
from the holders of 2018 Notes to (i) eliminate certain covenants
and related provisions in the indenture pursuant to which the 2018
Notes were issued (the "2018 Notes Indenture") and the related
guaranty by Petrobras (the "2018 Notes Guaranty") and (ii) to the
execution and delivery of a supplement to the 2018 Notes Indenture
and an amendment to the 2018 Notes Guaranty in order to effect such
amendments (together with the Offers, the "Offers to Purchase and
Consent Solicitation").
The Any and All Offer is conditioned upon the receipt of at
least a majority of the outstanding principal amount of the 2018
Notes (the "Majority Consents"), among other conditions. If
PGF does not receive the Majority Consents, it will not purchase
any 2018 Notes, and the 2018 Notes Indenture and 2018 Notes
Guaranty will not be amended. The Waterfall Tender Offers are
conditioned upon the consummation of the Notes offering, among
other conditions.
The Offers to Purchase and Consent Solicitation will expire at
11:59 p.m., New York City time, on June 14, 2016 unless earlier terminated or
extended by PGF (such time and date with respect to each Offer, as
it may be extended with respect to such Offer, the "Expiration
Date"). Old Notes tendered may be withdrawn at any time prior to
5:00 p.m., New York City time, on May 31, 2016, unless extended, but not
thereafter. Holders of Old Notes of any series that are validly
tendered and not validly withdrawn on or prior to 5:00 p.m., New York
City time, on May 31, 2016,
unless extended (such time and date with respect to each Offer, as
it may be extended with respect to such Offer, the "Early Tender
Date") and accepted for purchase will be eligible to receive the
total consideration indicated in the tables below with respect to
such series of Old Notes (the "Total Consideration"), which
includes an early tender premium in the amount indicated in the
tables below (the "Early Tender Premium"). Holders of Old Notes of
any series that are validly tendered after the Early Tender Date
but on or before the Expiration Date and accepted for purchase will
receive only the applicable tender offer consideration, which is
equal to the Total Consideration applicable to that series of Old
Notes minus the applicable Early Tender Premium (the "Tender
Offer Consideration"). In addition to the Total Consideration and
the Tender Offer Consideration, as applicable, holders whose Old
Notes are purchased in the Offers will also receive accrued
interest consisting of accrued and unpaid interest from, and
including, the last interest payment date for the Old Notes of any
series to, but not including, the applicable settlement date.
PGF will accept all 2018 Notes tendered pursuant to the Any and
All Offer, subject to the terms and conditions of such Any and All
Offer. Subject to the terms and condition of the Waterfall
Tender Offers, if the purchase of all Old Notes validly tendered in
the Waterfall Tender Offers (the "Waterfall Notes") would cause PGF
to purchase an aggregate principal amount of Waterfall Notes that
would result in an aggregate amount to be paid to holders in excess
of US$3.0 billion (the "Waterfall
Tender Cap"), then only an aggregate principal amount of Waterfall
Notes that results in the payment of an aggregate amount to holders
not in excess of the Waterfall Tender Cap will be accepted in the
Waterfall Tender Offers. PGF will pro rate any Waterfall
Notes accepted in the Waterfall Tender Offers in the order of the
Acceptance Priority Level of each series of Waterfall Notes. PGF
may, in its sole discretion and subject to applicable law, increase
the Waterfall Tender Cap.
In determining the amount of Waterfall Notes purchased against
the Waterfall Tender Cap and available for purchases pursuant to
the Waterfall Tender Offers, the aggregate U.S. dollar-equivalent
principal amount of Notes denominated in Euros pursuant to the
Waterfall Tender Offers shall be calculated at the applicable
exchange rate, as of 2:00 p.m.,
New York City time, on the
Business Day prior to the date on which we accept for purchase all
Notes validly tendered at or prior to the applicable Early Tender
Date or the Expiration Date, as reported on Bloomberg screen page
"FXIP" under the heading "FX Rate vs. USD," (or, if such screen is
unavailable, a generally recognized source for currency quotations
selected by the Dealer Managers with quotes as of a time as close
as reasonably possible to the aforementioned).
The following tables set forth the series of Old Notes subject
to the Offers and the consideration payable for Old Notes accepted
for purchase in the Offers.
Any and All
Offer
|
|
|
|
|
Title of
Security
|
CUSIP /
ISIN
|
Principal
Amount
Outstanding(1)
|
Tender Offer
Consideration(2)
|
Early Tender
Premium(2)
|
Total
Consideration(2)
|
8.375% Global
Notes
due 2018
|
71645WAH4
US71645WAH43
|
US$576,780,000
|
US$1,048.75
|
US$30.00
|
US$1,078.75
|
Waterfall Tender
Offers
|
|
|
|
|
|
|
|
|
Title of
Security
|
CUSIP /
ISIN
|
Principal
Amount
Outstanding(1)
|
Acceptance
Priority
Level
|
Tender Offer
Consideration
|
Early Tender
Premium(2)
|
Total
Consideration(2)
|
3.500% Global
Notes
due February 2017
|
71645WAU5 /
US71645WAU53
|
US$1,750,000,000
|
1
|
US$977.50
|
US$30.00
|
US$1,007.50
|
|
|
|
|
|
|
|
3.250% Global
Notes
due March 2017
|
71647NAG4 /
US71647NAG43
|
US$1,600,000,000
|
2
|
US$975.00
|
US$30.00
|
US$1,005.00
|
|
|
|
|
|
|
|
Floating Rate
Global
Notes due March
2017
|
71647NAJ8 /
US71647NAJ81
|
US$1,400,000,000
|
3
|
US$976.25
|
US$30.00
|
US$1,006.25
|
|
|
|
|
|
|
|
2.750% Global
Notes
due January 2018
|
NA/XS0982711631
|
€1,500,000,000
|
4
|
€955.00
|
€30.00
|
€985.00
|
|
|
|
|
|
|
|
5.875% Global
Notes
due March 2018
|
71645WAM3 /
US71645WAM38
|
US$1,750,000,000
|
5
|
US$992.50
|
US$30.00
|
US$1,022.50
|
|
|
|
|
|
|
|
4.875% Global
Notes
due March 2018
|
NA/XS0716979249
|
€1,250,000,000
|
6
|
€981.25
|
€30.00
|
€1,011.25
|
|
|
|
|
|
|
|
3.000% Global
Notes
due January 2019
|
71647NAB5
/
US71647NAB55
|
US$2,000,000,000
|
7
|
US$911.25
|
US$30.00
|
US$941.25
|
|
|
|
|
|
|
|
Floating Rate
Global
Notes due January 2019
|
71647NAE9
/
US71647NAE94
|
US$1,500,000,000
|
8
|
US$888.75
|
US$30.00
|
US$918.75
|
|
|
|
|
|
|
|
7.875% Global
Notes
due March 2019
|
71645WAN1
/
US71645WAN11
|
US$1,500,000,000
|
9
|
US$1,008.75
|
US$30.00
|
US$1,038.75
|
|
|
|
|
|
|
|
3.25% Global
Notes due April
2019
|
NA/XS0835886598
|
€1,300,000,000
|
10
|
€915.00
|
€30.00
|
€945.00
|
__________________________
(1)
|
As of the date
hereof, none of the Notes are known by us to be held by our
affiliates.
|
(2)
|
Per US$1,000 or
EUR1,000, as applicable. The Early Tender Premium will be included
in the Total Consideration calculated as described
herein.
|
The Offers to Purchase and Consent Solicitation are being made
pursuant to the offer to purchase and consent solicitation
statement dated May 17, 2016 (as may
be amended or supplemented from time to time, the "Statement"), and
the related consent and letter of transmittal dated May 17, 2016 (as may be amended or supplemented
from time to time, the "Consent and Letter of Transmittal") which
set forth in more detail the terms and conditions of the Offers to
Purchase and Consent Solicitation.
PGF has engaged BB Securities Limited, J.P. Morgan Securities
LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Santander Investment Securities Inc. to act as joint lead managers
and joint bookrunners with respect to the offering of the Notes and
as dealer managers and solicitation agents (the "Dealer Managers")
in connection with the Offers to Purchase and Consent
Solicitation. Global Bondholder Services Corporation is
acting as the depositary and information agent for the Offers to
Purchase and Consent Solicitation.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
any such jurisdiction. PGF and Petrobras have filed a registration
statement, including a prospectus with the U.S. Securities and
Exchange Commission ("SEC"). Before you invest, you should read the
prospectus and preliminary prospectus supplement and other
documents PGF and Petrobras have filed with the SEC for more
complete information about the companies and the offering of the
Notes. When available, you may access these documents for free by
visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, a
copy of the prospectus and preliminary prospectus supplement may be
obtained by contacting J.P. Morgan Securities LLC at +1 (866)
846-2874, Merrill Lynch, Pierce, Fenner & Smith Incorporated at
+1 (800) 294-1322, Santander Investment Securities Inc. at +1 (855)
403-3636 (each toll-free in the United
States) or, if calling from outside the U.S., by collect
calling BB Securities Limited at +44 (20) 7367-5800 att. Operations
Department.
The Offers to Purchase and Consent Solicitation are not being
made to holders of Old Notes in any jurisdiction in which PGF is
aware that the making of the Offers to Purchase and Consent
Solicitation or the acceptance of consents 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 Offer to
Purchase and Consent Solicitation to be made by a licensed broker
or dealer, the respective Offer to Purchase and Consent
Solicitation will be deemed to be made on our 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 Offers to Purchase and the
Consent Solicitation may be directed to BB Securities Limited at
+(44) 207 367 5832, J.P. Morgan Securities LLC at +1 (866) 846-2874
(toll free) or +1 (212) 834-7279 (collect), Merrill Lynch, Pierce,
Fenner & Smith Incorporated at +1 (888) 292-0700 (toll-free) or
(646) 855-8988 (collect) or Santander Investment Securities Inc. at
+1 (855) 404-3636 (toll-free) or +1 (212) 940-1442 (collect).
Requests for additional copies of the Statement, the Consent and
Letter of Transmittal and related documents may be directed to
Global Bondholder Services Corporation at +1 (866)-470-3900
(toll-free).
Neither the Statement nor any documents related to the Offers to
Purchase and Consent Solicitation have 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 Statement or any
documents related to the Offers to Purchase and Consent
Solicitation, and it is unlawful and may be a criminal offense to
make any representation to the contrary.
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 (Securities Act), and Section 21E of the Securities
Exchange Act of 1934, as amended (Exchange Act) 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. We 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.
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SOURCE Petroleo Brasileiro S.A. - Petrobras