RIO DE JANEIRO, Sept. 25, 2017 /PRNewswire/ -- Petróleo Brasileiro S.A. –
Petrobras ("Petrobras") (NYSE: PBR) today announced the expiration and expiration date results of the
previously announced offers to exchange (the "Exchange 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").
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 (the "Expiration Date"). The settlement date with respect to the Exchange
Offers will occur promptly following the Expiration Date and is expected to occur on September 27, 2017 (the "Settlement Date").
The tables below provide the aggregate principal amount of each series of Old Notes validly tendered in the Exchange Offers
and not validly withdrawn at or prior to the Expiration Date and the aggregate principal amount of each series of Old Notes that
PGF expects to accept, subject to the satisfaction of the conditions set forth in the Offering Memorandum 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
Tendered by the
Expiration Date
|
Principal Amount of
New Notes due 2025
Expected to be
Issued(1)
|
Principal Amount
Reflected in Notices of
Guaranteed Delivery(2)
|
71647NAH2 / US71647NAH26
|
4.875%
Global Notes due
2020
|
U.S.$542,535,000
|
U.S.$110,447,000
|
U.S.$116,466,000
|
U.S.$41,814,000
|
71645W AR2 / US71645WAR25
|
5.375% Global Notes
due 2021
|
U.S.$5,250,000,000
|
U.S.$2,174,944,000
|
U.S.$2,310,397,000
|
U.S.$283,072,000
|
_______________________
|
(1) Principal amount of New Notes due 2025 expected to be issued
does not include New Notes due 2025 that may be issued in exchange for Old Notes tendered pursuant to guaranteed delivery
procedures prior to the Guaranteed Delivery Date (as defined below).
|
(2) Principal amount of Old Notes that may be tendered pursuant
to guaranteed delivery procedures prior to the Guaranteed Delivery Date.
|
(ii) exchange any and all of its outstanding notes listed below for 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
Tendered by the
Expiration Date
|
Principal Amount of
New Notes due 2028
Expected to be Issued(1)
|
Principal Amount
Reflected in Notices of
Guaranteed Delivery(2)
|
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.$165,108,000
|
U.S.$177,405,000
|
U.S.$42,657,000
|
71647N AP4 / US71647NAP42
|
8.375% Global Notes due 2021
|
U.S.$6,750,000,000
|
U.S.$3,628,970,000
|
U.S.$4,236,168,000
|
U.S.$197,263,000
|
_______________________
|
(1) Principal amount of New Notes due 2028 to be issued does not
include New Notes due 2028 that may be issued in exchange for Old Notes tendered pursuant to guaranteed delivery
procedures prior to the Guaranteed Delivery Date.
|
(2) Principal amount of Old Notes that may be tendered pursuant
to guaranteed delivery procedures prior to the Guaranteed Delivery Date.
|
On the terms and subject to the conditions set forth in the Offering Memorandum, PGF expects that it will issue approximately
U.S.$2,426,863,000 aggregate principal amount of New Notes due 2025 and approximately
U.S.$4,566,986,000 aggregate principal amount of New Notes due 2028, as consideration for the Old
Notes expected to be accepted in the Exchange Offers, in each case without taking into account New Notes that may be issued in
exchange for Old Notes reflected in Notices of Guaranteed Delivery received by PGF that may be validly tendered by 5:00 p.m., New York City time, on September 26,
2017 (the "Guaranteed Delivery Date").
In addition to the applicable exchange consideration, eligible holders whose Old Notes are accepted for exchange will be paid
accrued and unpaid interest on such Old Notes to, but not including, the Settlement Date. Interest will cease to accrue on the
Settlement Date for all Old Notes accepted in the Exchange Offers, including those tendered through the guaranteed delivery
procedures. The total amount of accrued and unpaid interest to be paid by PGF, together with the total amount of cash to be paid
by PGF in lieu of fractional amounts of New Notes, will be approximately U.S.$127,782,352.02
(excluding amounts payable in respect of Old Notes that may be tendered pursuant to guaranteed delivery procedures by the
Guaranteed Delivery Date). The actual aggregate principal amounts of New Notes that will be issued, and the total amount of
accrued and unpaid interest that will be paid, on the Settlement Date are subject to change based on deliveries under the
guaranteed delivery procedures and final validation of tenders. PGF will not receive any cash proceeds from the Exchange
Offers.
As previously announced, PGF is conducting a concurrent offering (the "New Money Offering") of
U.S.$1.0 billion aggregate principal amount of its New Notes due 2025 and U.S.$1.0 billion aggregate principal amount of its New Notes due 2028 (together, the "New Money
Notes"), which will have identical terms to the New Notes due 2025 and New Notes due 2028, respectively, to be issued and
exchanged for Old Notes validly tendered in the Exchange Offers. Accordingly, the Minimum Issue Requirement (as defined in the
Offering Memorandum) has been satisfied. The pricing terms of the New Notes were announced by Petrobras on September 18,
2017.
Considering the principal amount of New Money Notes to be issued by PGF in the New Money Offering, (i) the aggregate
principal amount of New Notes due 2025 expected to be issued by PGF will be U.S.$3,426,863,000, and
(ii) the aggregate principal amount of New Notes due 2028 expected to be issued by PGF will be U.S.$5,566,986,000, in each case without taking into account New Notes that may be issued in exchange for Old Notes
reflected in Notices of Guaranteed Delivery received by PGF that may be validly tendered by the Guaranteed Delivery Date.
All conditions to consummate the Exchange Offers, including the absence of certain adverse legal and market developments, are
expected to be satisfied on the Settlement Date.
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 will enter 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 is acting 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
As previously announced, PGF concurrently conducted offers to purchase for cash (the "Cash Offers" and
together with the Exchange Offers, the "Offers") the Old Notes. 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
the Expiration Date. The settlement date with respect to the Cash Offers will occur promptly following the Expiration Date and is
expected to occur on the Settlement Date.
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. PGF is reviewing
and verifying a number of submissions that are expected to be rejected, at PGF's sole discretion, 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. A press
release announcing the final results of the Cash Offers, together with the final results of the Exchange Offers, is expected to
be issued promptly after the Settlement Date.
Global Bondholder Services Corporation is also acting 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.
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 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) 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.
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SOURCE Petroleo Brasileiro S.A. - Petrobras