RIO DE JANEIRO, Jan. 7, 2019 /PRNewswire/ -- Petróleo Brasileiro
S.A. – Petrobras ("Petrobras") (NYSE: PBR) announced today the
final results of its previously announced debt tender offers. As of
11:59 p.m., New York City time, on January 4, 2019 (the "Expiration Date") holders
of: (i) US$1,065,388,000 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$107,947,000 and
£31,012,000 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 total consideration payable for each series of Notes was
determined by PGF, in part, pursuant to a modified "Dutch auction"
as described in the offer to purchase dated December 6, 2018 (the "Offer to Purchase").
The clearing premium determined by PGF for the Tender Group 1 Notes
was US$30.00 (the "Tender Group 1
Clearing Premium"), and the clearing premium determined by PGF for
the Tender Group 2 Notes was US$37.50
(the "Tender Group 2 Clearing Premium").
The following tables summarize the final tender results as of
the Expiration Date, the principal amount of Notes that PGF has
accepted for purchase and the approximate proration factor for each
series of Notes:
Tender Group 1
|
Title of
Security
|
CUSIP/ISIN
|
Principal
Amount
Outstanding(1)
|
Total
Consideration(2)
|
Principal
Amount
Tendered on or
prior to the Early
Tender Deadline
|
Principal Amount
Tendered on or prior to the Early Tender Deadline and Accepted for
Purchase(3)
|
Approximate
Proration
Factor(4)
|
Principal
Amount
Tendered after
the Early Tender
Deadline and on
or prior to the
Expiration Date
|
|
5.375% Global
Notes
due January 2021
|
71645WAR2 /
US71645WAR25
|
US$1,211,450,000
|
US$1,027.50
|
US$117,016,000
|
US$107,574,000
|
84.23%
|
US$0
|
|
8.375% Global
Notes
due May 2021
|
71647NAP4 /
US71647NAP42
|
US$1,239,981,000
|
US$1,097.50
|
US$362,830,000
|
US$338,014,000
|
84.23%
|
US$0
|
|
6.125% Global
Notes
due January 2022
|
71647NAR0 /
US71647NAR08
|
US$1,522,388,000
|
US$1,037.50
|
US$248,170,000
|
US$225,507,000
|
84.23%
|
US$0
|
|
4.375% Global
Notes
due May 2023
|
71647NAF6 /
US71647NAF69
|
US$3,412,000,000
|
US$965.00
|
US$337,360,000
|
US$294,853,000
|
84.23%
|
US$12,000
|
__________________________________________
|
(1)
|
Immediately prior to
the commencement of the Tender Offers, including Tender Group 1
Notes held by Petrobras or its affiliates.
|
|
(2)
|
Per US$1,000. The
Total Consideration, which was paid with respect to Tender Group 1
Notes validly tendered on or prior to 5:00 p.m., New York City
time, on December 19, 2018 (the "Early Tender Deadline") and
accepted for purchase, included an early tender premium equal to
US$30.00 per US$1,000 principal amount for each series of Tender
Group 1 Notes accepted for purchase.
|
|
(3)
|
PGF early settled on
December 21, 2018 (the "Early Settlement Date") the Tender Offers
with respect to Tender Group 1 Notes validly tendered on or prior
to the Early Tender Deadline and accepted for
purchase.
|
|
(4)
|
Tender Group 1 Notes
validly tendered at or prior to the Early Tender Deadline (i) with
a bid price that resulted in a bid premium that was less than the
Tender Group 1 Clearing Premium were accepted for purchase, (ii)
with a bid price that resulted in a bid premium equal to the Tender
Group 1 Clearing Premium were subject to proration (at the
Approximate Proration Factor specified for each series), and (iii)
with a bid premium in excess of the Tender Group 1 Clearing Premium
were rejected.
|
Tender Group 2
|
Title of
Security
|
CUSIP/ISIN
|
Principal
Amount
Outstanding(1)
|
Total
Consideration(2)
|
Tender Offer
Consideration(3)
|
Principal
Amount
Tendered on or prior
to the Early Tender
Deadline and Accepted
for Purchase(4)
|
Principal
Amount
Tendered after the
Early Tender Deadline
and on or prior to the
Expiration Date and
Accepted for Purchase
|
|
5.375% Global
Notes
due October 2029
|
N/A /
XS0835891838
|
£450,000,000
|
£950.00
|
£920.00
|
£31,012,000
|
£0
|
|
6.875% Global
Notes
due January 2040
|
71645WAQ4 /
US71645WAQ42
|
US$1,160,615,000
|
US$967.50
|
US$937.50
|
US$36,135,000
|
US$66,000
|
|
6.750% Global
Notes
due January 2041
|
71645WAS0 /
US71645WAS08
|
US$1,222,574,000
|
US$960.00
|
US$930.00
|
US$23,079,000
|
US$240,000
|
|
5.625% Global
Notes
due May 2043
|
71647NAA7 /
US71647NAA72
|
US$814,406,000
|
US$857.50
|
US$827.50
|
US$48,407,000
|
US$20,000
|
__________________________________________
|
(1)
|
Immediately prior to
the commencement of the Tender Offers, including Tender Group 2
Notes held by Petrobras or its affiliates.
|
|
(2)
|
Per US$1,000 or
£1,000, as applicable. The Total Consideration, which was paid with
respect to Tender Group 2 Notes validly tendered on or prior to the
Early Tender Deadline and accepted for purchase, included an early
tender premium equal to US$30.00 per US$1,000 principal amount for
each series of U.S. dollar denominated Tender Group 2 Notes
accepted for purchase, and £30.00 per £1,000 principal amount for
each series of Pounds Sterling denominated Tender Group 2 Notes
accepted for purchase.
|
|
(3)
|
Per US$1,000 or
£1,000, as applicable. The Tender Offer Consideration payable with
respect to Tender Group 2 Notes validly tendered after the Early
Tender Deadline and on or prior to the Expiration Date and accepted
for purchase is equal to the Total Consideration minus US$30.00 per
US$1,000 principal amount for each series of U.S. dollar
denominated Tender Group 2 Notes accepted for purchase, and £30.00
per £1,000 principal amount for each series of Pounds Sterling
denominated Tender Group 2 Notes accepted for purchase.
|
|
(4)
|
PGF early settled the
Tender Offers with respect to Tender Group 2 Notes validly tendered
on or prior to the Early Tender Deadline and accepted for purchase
on the Early Settlement Date.
|
Holders of US$12,000 principal
amount of Tender Group 1 Notes tendered their Tender Group 1 Notes
after the Early Tender Deadline and on or prior to the Expiration
Date. Because the Tender Offers for Tender Group 1 Notes were
oversubscribed at the Early Tender Deadline, Tender Group 1 Notes
tendered after the Early Tender Deadline and on or prior to the
Expiration Date have not been accepted for purchase and will be
returned or credited without expense to the holder's account.
Holders of US$326,000 principal
amount of Tender Group 2 Notes tendered their Tender Group 2 Notes
after the Early Tender Deadline and on or prior to the Expiration
Date, and PGF has accepted for purchase all of such Notes.
Holders of Tender Group 2 Notes that validly tendered after the
Early Tender Deadline and on or prior to the Expiration Date will
receive the applicable Tender Offer Consideration specified for
each series in the table above under the heading "Tender Group 2,"
and accrued and unpaid interest. The final settlement date on
which PGF will make payment for Tender Group 2 Notes tendered after
the Early Tender Deadline and on or prior to the Expiration Date
and accepted for purchase is expected to be January 8, 2019 (the "Final Settlement
Date").
The total cash payment to purchase the accepted Tender Group 2
Notes on the Early Settlement Date and on the Final Settlement Date
is approximately US$136.2 million
based on the U.S. dollar exchange rate described herein, excluding
accrued and unpaid interest.
Notes that have been validly tendered on or prior to the
Expiration Date cannot be withdrawn, except as may be required by
applicable law.
The Tender Offers have now expired. No Notes tendered after the
Expiration Date will be accepted for purchase pursuant to the
Tender Offers.
The exchange rate used to translate Pounds Sterling to U.S.
dollars was US$1.2659 per Pound
Sterling, the applicable exchange rate as of 2:00 p.m., New York
City time on December 19,
2018, as reported on Bloomberg screen page "FXIP" under the
heading "FX Rate vs. USD."
The Tender Offers were made pursuant to the Offer to Purchase,
and the related letter of transmittal dated December 6, 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 engaged BB Securities Limited, Credit Agricole Securities
(USA) Inc., Itau BBA USA Securities, Inc., J.P. Morgan Securities
LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Mizuho Securities USA LLC to act
as dealer managers (the "Dealer Managers") in connection with the
Tender Offers. Global Bondholder Services Corporation acted
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
were not made to holders of Notes in any jurisdiction in which PGF
was 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 required
the Tender Offers to be made by a licensed broker or dealer, the
respective Tender Offers were 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 BB Securities Limited at +44 (20)
7367-5803, Credit Agricole Securities (USA) Inc. at +1 (866) 807-6030, Itau BBA
USA Securities, Inc. at +1 (212)
710-6749, J.P. Morgan Securities LLC at +1 (866) 834-4666, Merrill
Lynch, Pierce, Fenner & Smith Incorporated at +1 (888) 292-0070
and Mizuho Securities USA LLC at
+1 (866) 271-7403. 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) or +1 (212)-430-3774.
Neither the Offer to Purchase nor any documents related to the
Tender Offers were filed with, and were not approved or reviewed
by, any federal or state securities commission or regulatory
authority of any country. No authority 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 contains forward-looking statements.
Forward-looking statements are information of a non-historical
nature or which relate to future events and are subject to risks
and uncertainties. No assurance can be given that the
transactions described herein will be consummated or as to the
ultimate terms of any such transactions. 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.
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SOURCE Petróleo Brasileiro S.A. - Petrobras