RIO DE JANEIRO, June 5, 2018 /PRNewswire/ -- Petróleo
Brasileiro S.A. – Petrobras ("Petrobras") (NYSE: PBR) announced
today the early results of its previously announced debt tender
offers. As of 5:00 p.m., New York City time, on June 4, 2018 (the "Early Tender Deadline")
holders of: (i) US$4,460,311,000 and
€346,132,000 principal amount of the outstanding notes of the
series set forth in the table below under the heading "Tender Group
1" (the "Tender Group 1 Notes") and (ii) US$7,970,526,000 principal amount of the
outstanding notes of the series set forth in the table below under
the heading "Tender Group 2" (the "Tender Group 2 Notes" and,
together with the Tender Group 1 Notes, the "Notes" and each a
"series" of Notes), issued by its wholly-owned subsidiary Petrobras
Global Finance B.V. ("PGF"), tendered their Notes, pursuant to
PGF's previously announced cash tender offers (the "Tender
Offers").
The following tables summarize the early tender results as of
the Early Tender Deadline and the principal amount of Notes that
PGF has accepted for purchase:
Tender Group
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of
Security
|
|
CUSIP/ISIN
|
|
Principal
Amount
Outstanding(1)
|
|
Acceptance
Priority
Level
|
|
Total
Consideration(2)
|
|
Principal
Amount
Tendered
|
|
Principal
Amount
Accepted for
Purchase
|
|
Approximate
Proration
Factor
|
3.750% Global Notes
due January 2021
|
|
N/A /
XS0982711987
|
|
€384,229,000
|
|
1
|
|
€1,075.00
|
|
€100,939,000
|
|
€100,939,000
|
|
100.00%
|
4.25% Global Notes
due October 2023
|
|
N/A /
XS0835890350
|
|
€700,000,000
|
|
2
|
|
€1,082.50
|
|
€245,193,000
|
|
€245,193,000
|
|
100.00%
|
6.125% Global Notes
due January 2022
|
|
71647N AR0 /
US71647NAR08
|
|
US$3,000,000,000
|
|
3
|
|
US$1,057.50
|
|
US$2,237,229,000
|
|
US$1,477,612,000
|
|
66.07%
|
4.375% Global Notes
due May 2023
|
|
71647N AF6 /
US71647NAF69
|
|
US$3,500,000,000
|
|
4
|
|
US$976.50
|
|
US$1,426,032,000
|
|
US$0
|
|
-
|
5.375% Global Notes
due January 2021
|
|
71645W AR2 /
US71645WAR25
|
|
US$1,216,850,000
|
|
5
|
|
US$1,038.75
|
|
US$198,154,000
|
|
US$0
|
|
-
|
8.375% Global Notes
due May 2021
|
|
71647N AP4 /
US71647NAP42
|
|
US$1,239,981,000
|
|
6
|
|
US$1,130.00
|
|
US$598,896,000
|
|
US$0
|
|
-
|
|
|
|
|
|
|
|
|
__________________________________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
As of the date
hereof, including Notes held by Petrobras or its
affiliates.
|
(2)
|
Per US$1,000 or
€1,000, as applicable. The Total Consideration includes an early
tender premium equal to US$30.00 per US$1,000 principal amount for
each series of U.S. dollar denominated Notes accepted for purchase,
and €30.00 per €1,000 principal amount for each series of Euro
denominated Notes accepted for purchase.
|
Tender Group
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of
Security
|
|
CUSIP/ISIN
|
|
Principal
Amount
Outstanding(1)
|
|
Acceptance
Priority
Level
|
|
Total
Consideration(2)
|
|
Principal
Amount
Tendered
|
|
Principal
Amount
Accepted for
Purchase
|
|
Approximate
Proration
Factor
|
5.625% Global
Notes
due May
2043
|
|
71647N AA7 /
US71647NAA72
|
|
US$1,750,000,000
|
|
1
|
|
US$845.00
|
|
US$915,394,000
|
|
US$915,394,000
|
|
100.00%
|
6.750% Global
Notes
due January
2041
|
|
71645W AS0 /
US71645WAS08
|
|
US$2,250,000,000
|
|
2
|
|
US$950.00
|
|
US$1,007,126,000
|
|
US$1,007,126,000
|
|
100.00%
|
6.875% Global
Notes
due January
2040
|
|
71645WAQ4 /
US71645WAQ42
|
|
US$1,500,000,000
|
|
3
|
|
US$960.00
|
|
US$385,138,000
|
|
US$280,785,000
|
|
73.00%
|
5.999% Global
Notes
due January
2028
|
|
71647N
AW9,
N6945A AK3 /
US71647NAW92,
USN6945AAK36
|
|
US$5,836,134,000
|
|
4
|
|
US$965.00
|
|
US$3,481,674,000
|
|
US$0
|
|
-
|
5.299% Global
Notes
due January
2025
|
|
71647N AT6, N6945A
AJ6 /
US71647NAT63,
USN6945AAJ62
|
|
US$3,759,866,000
|
|
5
|
|
US$975.00
|
|
US$2,181,194,000
|
|
US$0
|
|
-
|
|
|
|
|
|
|
|
|
__________________________________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
As of the date
hereof, including Notes held by Petrobras or its
affiliates.
|
(2)
|
Per US$1,000. The
Total Consideration includes an early tender premium equal to
US$30.00 per US$1,000 principal amount for each series of Notes
accepted for purchase.
|
Because the purchase of Tender Group 1 Notes validly tendered in
the Tender Offers would cause PGF to purchase an aggregate
principal amount of Tender Group 1 Notes that would result in an
aggregate amount to be received by holders of Tender Group 1 Notes
in excess of US$2.0 billion, based on
the U.S. dollar exchange rate described herein, PGF has accepted
for purchase (a) all tendered 3.750% Global Notes due 2021 and
4.25% Global Notes due 2023, (b) only US$1,477,612,000 principal amount of 6.125%
Global Notes due 2022 (the "6.125% Notes"), and (c) none of the
4.375% Global Notes due 2023, 5.375% Global Notes due 2021 and
8.375% Global Notes due 2021.
Because the purchase of Tender Group 2 Notes validly tendered in
the Tender Offers would cause PGF to purchase an aggregate
principal amount of Tender Group 2 Notes that would result in an
aggregate amount to be received by holders of Tender Group 2 Notes
in excess of US$2.0 billion, PGF has
accepted for purchase (a) all tendered 5.625% Global Notes due 2043
and 6.750% Global Notes due 2041, (b) only US$280,785,000 principal amount of 6.875% Global
Notes due 2040 (the "6.875% Notes"), and (c) none of the 5.999%
Global Notes due 2028 and 5.299% Global Notes due 2025.
PGF will pay holders of 6.125% Notes and 6.875% Notes tendered
on or prior to the Early Tender Deadline on a pro rata basis
according to the pro ration procedures described in the offer to
purchase dated May 21, 2018 (the
"Offer to Purchase"). The early settlement date on which PGF
will make payment for Notes accepted in the Tender Offers is
expected to be June 6, 2018 (the
"Early Settlement Date").
The total cash payment to purchase on the Early Settlement Date
(i) the accepted Tender Group 1 Notes will be approximately
US$1,999.9 million, based on the U.S.
dollar exchange rate described herein, and (ii) the accepted Tender
Group 2 Notes will be approximately US$1,999.8 million, in each case excluding
accrued and unpaid interest. Notes that have been validly
tendered on or prior to the Early Tender Deadline cannot be
withdrawn, except as may be required by applicable law.
Given that both series are oversubscribed, holders of Notes who
tender after the Early Tender Deadline will not have any of their
Notes accepted for purchase. Any tendered Notes that are not
accepted for purchase will be returned or credited without expense
to the holder's account.
The Tender Offers will expire at 11:59
p.m., New York City time,
on June 18, 2018.
The exchange rate used to translate Euro to U.S. dollars was
US$1.1698 per Euro, the applicable
exchange rate as of 2:00 p.m.,
New York City time on June 4, 2018, as reported on Bloomberg screen
page "FXIP" under the heading "FX Rate vs. USD."
The Tender Offers are being made pursuant to the Offer to
Purchase, and the related letter of transmittal dated May 21, 2018 (as amended or supplemented from
time to time, the "Letter of Transmittal"), which set forth in more
detail the terms and conditions of the Tender Offers.
PGF has engaged Banco Bradesco BBI S.A., Banco Safra S.A.,
acting through its Cayman Islands
Branch, Citigroup Global Markets Inc., Deutsche Bank Securities
Inc., Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc. and Standard Chartered Bank to act
as dealer managers (the "Dealer Managers") in connection with the
Tender Offers. Global Bondholder Services Corporation is
acting as the depositary and information agent for the Tender
Offers.
This press release is not an offer to purchase, nor a
solicitation of an offer to sell, nor the solicitation of tenders
with respect to, the securities described herein. The Tender Offers
are not being made to holders of Notes in any jurisdiction in which
PGF is aware that the making of the Tender Offers 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 Tender Offers to be made by a licensed broker or dealer, the
respective Tender Offers will be deemed to be made on PGF's 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 Tender
Offers may be directed to Banco Bradesco BBI S.A. at +55 (11)
3847-5219, Banco Safra S.A. at backofficecayman@safra.com.br,
Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll free) or
+1 (212) 723-6106 (collect), Deutsche Bank Securities Inc. at +1
(866) 627-0391 (toll free) or +1 (212) 250-2955 (collect), Morgan
Stanley & Co. LLC at +1 (800) 624-1808 (toll free) or +1 (212)
761-1057 (collect), Scotia Capital (USA) Inc. at +1 (800) 372-3930 (toll free) or
+1 (212) 225-5559 (collect) and Standard Chartered Bank at +1 (212)
667-0760 or +44 (20) 7885-5739. Requests for additional copies of
the Offer to Purchase, the Letter of Transmittal and related
documents may be directed to Global Bondholder Services Corporation
at +1 (866)-470-3900 (toll-free).
Neither the Offer to Purchase nor any documents related to the
Tender Offers 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 Offer to Purchase or any
documents related to the Tender Offers, 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 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 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.
View original
content:http://www.prnewswire.com/news-releases/petrobras-announces-early-tender-results-and-early-settlement-for-cash-tender-offers-300659842.html
SOURCE Petróleo Brasileiro S.A. - Petrobras