RIO DE JANEIRO, Sept. 18,
2017 /PRNewswire/ -- Petróleo Brasileiro S.A. – Petrobras
("Petrobras") (NYSE: PBR) today announced that its wholly-owned
subsidiary, Petrobras Global Finance B.V. ("PGF"), plans to offer
(the "New Money Offer") U.S.-dollar denominated global notes in one
or more series (the "New Money Notes"), in an expected aggregate
principal amount of up to U.S.$2 billion, subject to market
and other conditions, and the commencement of two concurrent
liability management transactions to purchase or exchange for New
Notes (as defined below), as applicable, five series of PGF's
outstanding notes.
Offering of New Money Notes
The New Money Notes will be unsecured obligations of PGF and
will be fully and unconditionally guaranteed by Petrobras.
The New Money Notes are expected to have identical terms to
the New Notes issued in connection with the Exchange Offers (as
defined below). PGF intends to use the net proceeds from the sale
of the New Money Notes for general corporate purposes, including to
refinance upcoming maturities.
The New Money Notes are being sold to qualified institutional
buyers in the United States in
accordance with Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"), and to persons outside the United States in accordance with
Regulation S under the Securities Act. The New Money Notes have not
been registered under the Securities Act or any state or other
jurisdiction's securities laws and 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 applicable state securities
laws.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy the New Money Notes or any
other securities, nor shall there be any offer, solicitation or
sale of 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.
Exchange Offers
The first liability management transaction consists of five
separate private offers to exchange (the "Exchange Offers") any and
all of the outstanding series of notes listed below under the
heading "Exchange Offers" (collectively, the "Old Notes") for newly
issued debt securities of PGF (the "New Notes"), on the terms and
subject to the conditions set forth in the Offering Memorandum
dated September 18, 2017 (the "Offering Memorandum" and
together with the accompanying eligibility letter (the "Eligibility
Letter") and notice of guaranteed delivery, each as amended or
supplemented from time to time, the "Exchange Offer
Documents"). Only holders who have duly completed and
submitted an Eligibility Letter certifying that they are 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 are authorized to receive
the Offering Memorandum and to participate in the Exchange Offers
("Exchange Offer Eligible Holders").
The Exchange Offers will expire at 5:00
p.m. (New York City time)
on September 22, 2017 (such date and time with respect to an
Exchange Offer, as the same may be extended with respect to such
Exchange Offer, an "Exchange Offer Expiration Date"). Old
Notes tendered may be validly withdrawn at any time at or prior to
5:00 p.m. (New York City time) on September 22, 2017
(such date and time with respect to an Exchange Offer, as the same
may be extended with respect to such Exchange Offer, an "Exchange
Offer Withdrawal Date"), but not thereafter, unless extended by
PGF. The "Exchange Offer Settlement Date" with respect to an
Exchange Offer will be promptly following the applicable Exchange
Offer Expiration Date and is expected to be September 27,
2017.
On the terms and subject to the conditions set forth in the
Offering Memorandum, PGF is offering to:
(i) exchange (the "2025 Exchange Offer") any and all of its
outstanding notes listed below for New Notes due 2025 of PGF (the
"New Notes due 2025"):
CUSIP / ISIN
Number
|
Title of
Security
|
Principal
Amount
Outstanding
|
Principal Amount
of
New Notes Due 2025
Offered as Exchange
Consideration per
U.S.$1,000 Principal
Amount of Old Note(1)
|
71647NAH2 /
US71647NAH26
|
4.875% Global Notes
due 2020
|
U.S.$542,535,000
|
U.S.$1,055.00
|
71645W AR2 /
US71645WAR25
|
5.375% Global Notes
due 2021
|
U.S.$5,250,000,000
|
U.S.$1,062.50
|
(ii) exchange (the "2028 Exchange Offers") any and all of its
outstanding notes listed below for New Notes due 2028 of PGF (the
"New Notes due 2028"):
CUSIP / ISIN
Number
|
Title of
Security
|
Principal
Amount
Outstanding
|
Principal Amount
of
New Notes Due 2028
Offered as Exchange
Consideration per
U.S.$1,000 Principal
Amount of Old Note(1)
|
71645WAN1 /
US71645WAN11
|
7.875% Global Notes
due 2019
|
U.S.$705,560,000
|
U.S.$1,087.00
|
71645WAP6 /
US71645WAP68
|
5.75% Global Notes
due 2020
|
U.S.$1,165,227,000
|
U.S.$1,075.00
|
71647N AP4 /
US71647NAP42
|
8.375% Global Notes
due 2021
|
U.S.$6,750,000,000
|
U.S.$1,167.50
|
_______________________
(1)
|
Payable in principal
amount of the applicable series of New Notes per each U.S.$1,000
principal amount of the specified series of Old Notes validly
tendered and not validly withdrawn at or prior to the applicable
Exchange Offer Expiration Date or the Guaranteed Delivery Date (as
defined in the Offering Memorandum) pursuant to the guaranteed
delivery procedures described in the Offering Memorandum and
accepted for exchange. The Exchange Consideration does not
include the applicable Accrued Coupon Payment (as defined
below).
|
Upon the terms and subject to the conditions set forth in the
Exchange Offer Documents, Exchange Offer Eligible Holders who
validly tender and who do not validly withdraw Old Notes at or
prior to the applicable Exchange Offer Expiration Date, or at or
prior to 5:00 p.m. (New York City time) on the second business day
after the applicable Exchange Offer Expiration Date pursuant to
guaranteed delivery procedures, and whose Old Notes are accepted
for exchange by PGF, will receive the applicable Exchange
Consideration set forth in the table above for each
U.S.$1,000 principal amount of such
Old Notes. The Exchange Consideration will be payable in
principal amount of the applicable series of New Notes.
In addition to the applicable Exchange Consideration, Exchange
Offer Eligible Holders whose Old Notes are accepted for exchange
will be paid, in cash, accrued and unpaid interest on such Old
Notes to, but not including, the applicable Exchange Offer
Settlement Date (the "Accrued Coupon Payment"). Interest will
cease to accrue on the applicable Exchange Offer Settlement Date
for all Old Notes exchanged on the applicable Exchange Offer
Settlement Date.
Pursuant to the Minimum Issue Requirement, PGF will not complete
(a) the 2025 Exchange Offers if the aggregate principal amount
of New Notes due 2025 to be issued in the Exchange Offers and New
Money Notes due 2025 to be issued in the New Money Offering, taken
together, would be less than U.S.$500 million, or (b) the
2028 Exchange Offers if the aggregate principal amount of New Notes
due 2028 to be issued in the Exchange Offers and New Money Notes
due 2028 to be issued in the New Money Offering, taken together,
would be less than U.S.$500 million.
In addition to the Minimum Issue Requirement, PGF's obligation
to accept any series of Old Notes tendered in the Exchange Offers
is subject to the satisfaction of certain conditions applicable to
the Exchange Offer for such series as described in the Offering
Memorandum, including (1) certain customary conditions,
including that PGF will not be obligated to consummate the Exchange
Offers upon the occurrence of an event or events or the likely
occurrence of an event or events that would or might reasonably be
expected to prohibit, restrict or delay the consummation of the
Exchange Offers or materially impair the contemplated benefits to
PGF of the Exchange Offers, (2) the Cash Offer Completion
Condition, which requires the timely satisfaction or waiver of all
of the conditions precedent to the completion of the corresponding
Cash Offer for such series of Old Notes, (3) the New Money
Offering Condition, which requires the New Money Notes due 2025 to
have been priced between 5.125% and 5.625%, and the New Money Notes
due 2028 to have been priced between 5.625% and 6.125%, and the
closing of the New Money Offering, (4) the Accounting
Treatment Condition (as defined in the Offering Memorandum), and
(5) the New Notes Fungibility Condition, pursuant to which PGF
will not be obligated to complete an Exchange offer with respect to
a series of Old Notes if the issuance of the applicable series of
New Notes in exchange for such Old Notes would cause such New Notes
to not be fungible with the corresponding series of New Money
Notes. PGF reserves the right, subject to applicable law, to
waive any and all conditions to any Exchange Offer (other than
conditions described as non-waivable).
PGF will terminate an Exchange Offer for a given series of Old
Notes if it terminates the Cash Offer for such series of Old Notes,
and PGF will terminate the Cash Offer for a given series of Old
Notes if it terminates the Exchange Offer for such series of Old
Notes. The termination of a Cash Offer for a series of Old
Notes will not impact the Exchange Offers for any other series of
Old Notes. If PGF extends any Cash Offer for a series of Old Notes
for any reason, PGF will extend the corresponding Exchange Offer
for such series Old Notes.
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.
Global Bondholder Services Corporation will act 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:
http://gbsc-usa.com/eligibility/petrobras-exchange.
Cash Offers
The second liability management transaction consists of five
separate offers to purchase for cash (the "Cash Offers") any and
all of each series of Old Notes, on 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"). Holders who
are either (i) QIBs within the meaning of Rule 144A under the
Securities Act or (ii) non-U.S. persons (as defined in Rule 902
under the Securities Act) located outside the United States within the meaning of
Regulation S under the Securities Act, are not Cash Offer Qualified
Holders (as defined below) and are not permitted to participate in
the Cash Offers. All other holders of Old Notes are eligible
to participate in the Cash Offers (such other holders, the "Cash
Offer Qualified Holders"). Holders participating in the Cash
Offers are required to certify that they are Cash Offer Qualified
Holders.
Holders of Old Notes eligible to participate in the Exchange
Offers are not eligible to participate in the Cash Offers.
CUSIP/ISIN
Number
|
Title of
Security
|
Tender
Consideration(1)
|
71645WAN1 /
US71645WAN11
|
7.875% Global Notes
due 2019
|
U.S.$1,087.00
|
71647NAH2 /
US71647NAH26
|
4.875% Global Notes
due 2020
|
U.S.$1,055.00
|
71645WAP6 /
US71645WAP68
|
5.75% Global Notes
due 2020
|
U.S.$1,075.00
|
71645W AR2 /
US71645WAR25
|
5.375% Global Notes
due 2021
|
U.S.$1,062.50
|
71647N AP4 /
US71647NAP42
|
8.375% Global Notes
due 2021
|
U.S.$1,167.50
|
______________________
(1)
|
Payable in cash per
each U.S.$1,000 principal amount of the specified series of Old
Notes validly tendered and not validly withdrawn at or prior to the
applicable Cash Offer Expiration Date or the Guaranteed Delivery
Date (as defined in the Offer to Purchase) pursuant to the
guaranteed delivery procedures described in the Offer to Purchase
and accepted for purchase. The Tender Consideration does not
include the applicable Accrued Coupon Payment (as defined
below).
|
The Cash Offers will expire at 5:00
p.m. (New York City time)
on September 22, 2017 (such date and time with respect to a
Cash Offer, as the same may be extended with respect to such Cash
Offer, a "Cash Offer Expiration Date"). Old Notes tendered
may be validly withdrawn at any time at or prior to 5:00 p.m. (New York
City time) on September 22, 2017 (such date and time
with respect to a Cash Offer, as the same may be extended with
respect to such Cash Offer, a "Cash Offer Withdrawal Date"), but
not thereafter, unless extended by PGF. The "Cash Offer
Settlement Date" with respect to a Cash Offer will be promptly
following the applicable Cash Offer Expiration Date and is expected
to be September 27, 2017.
Upon the terms and subject to the conditions set forth in the
Cash Offer Documents, Cash Offer Qualified Holders who (i) validly
tender and who do not validly withdraw Old Notes at or prior to the
applicable Cash Offer Expiration Date or (ii) deliver a properly
completed and duly executed notice of guaranteed delivery and all
other required documents at or prior to the applicable Cash Offer
Expiration Date and tender their Old Notes at or prior to the
Guaranteed Delivery Date, and whose Old Notes are accepted for
purchase by us, will receive the applicable Tender Consideration
set forth in the table above for each U.S.$1,000 principal amount of such Old Notes.
The Tender Consideration will be payable in cash.
In addition to the applicable Tender Consideration, Cash Offer
Qualified Holders whose Old Notes are accepted for purchase will be
paid accrued and unpaid interest on such Old Notes to, but not
including, the applicable Cash Offer Settlement Date (the "Accrued
Coupon Payment"). Interest will cease to accrue on the applicable
Cash Offer Settlement Date for all Old Notes purchased in the Cash
Offers, including those tendered through the guaranteed delivery
procedures.
PGF's obligation to accept Old Notes tendered in the Cash Offers
is subject to the satisfaction of certain conditions described in
the Offer to Purchase including (1) the Maximum Tender Condition
(as described below) and (2) the Exchange Offer Completion
Condition, which requires the timely satisfaction or waiver of all
of the conditions precedent to the completion of the corresponding
Exchange Offer for such series of Old Notes. PGF reserves the
right, subject to applicable law, to waive any and all conditions
to any Cash Offer, except for the Exchange Offer Completion
Condition.
Pursuant to the "Maximum Tender Condition," PGF's obligation to
accept and pay for a series of Old Notes validly tendered and not
validly withdrawn is conditioned on the aggregate principal amount
of validly tendered Old Notes of such series not exceeding the
Maximum Tender Amount set forth in the table below for such series.
PGF reserves the right, subject to applicable law, to waive
the Maximum Tender Condition with respect to any Cash
Offer.
CUSIP/ISIN
Number
|
Title of
Security
|
Principal
Amount Outstanding
|
Maximum Tender
Amount
|
71645WAN1 /
US71645WAN11
|
7.875% Global Notes
due 2019
|
U.S.$705,560,000
|
U.S.$15,000,000
|
71647NAH2 /
US71647NAH26
|
4.875% Global Notes
due 2020
|
U.S.$542,535,000
|
U.S.$15,000,000
|
71645WAP6 /
US71645WAP68
|
5.75% Global Notes
due 2020
|
U.S.$1,165,227,000
|
U.S.$35,000,000
|
71645W AR2 /
US71645WAR25
|
5.375% Global Notes
due 2021
|
U.S.$5,250,000,000
|
U.S.$175,000,000
|
71647N AP4 /
US71647NAP42
|
8.375% Global Notes
due 2021
|
U.S.$6,750,000,000
|
U.S.$260,000,000
|
PGF will terminate a Cash Offer for a given series of Old Notes
if it terminates the Exchange Offer for such series of Old Notes,
and it will terminate the Exchange Offer for a given series of Old
Notes if it terminates the Cash Offer for such series of Old
Notes.
Global Bondholder Services Corporation will also act 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:
http://gbsc-usa.com/eligibility/petrobras-tender.
PGF refers to the Exchange Offers and the Cash Offers,
collectively, as the "Offers."
If PGF terminates any Offer with respect to one or more series
of Old Notes, it will give prompt notice to the Tender Agent or
Exchange Agent, as applicable, and all Old Notes tendered pursuant
to such terminated Offer will be returned promptly to the tendering
holders thereof. With effect from such termination, any Old Notes
blocked in DTC will be released.
Holders are advised to check with any bank, securities
broker or other intermediary through which they hold Old Notes as
to when such intermediary needs to receive instructions from a
holder in order for that holder to be able to participate in, or
(in the circumstances in which revocation is permitted) revoke
their instruction to participate in, the Offers, before the
deadlines specified herein and in the Exchange Offer Documents or
the Cash Offer Documents, as applicable. The deadlines set by each
clearing system for the submission and withdrawal of tender
instructions will also be earlier than the relevant deadlines
specified herein and in the Exchange Offer Documents or the Cash
Offer Documents, as applicable.
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. The Exchange Offers are
being made solely pursuant to the Offering Memorandum and related
documents and the Cash Offers are being made solely pursuant to the
Offer to Purchase and related 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.
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) 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.
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SOURCE Petroleo Brasileiro S.A.