RIO DE JANEIRO, Sept. 27, 2017 /PRNewswire/ -- Petróleo Brasileiro S.A. –
Petrobras ("Petrobras") (NYSE: PBR) today announced the final results of the previously announced offers
to exchange (the "Exchange Offers") and offers to purchase for cash (the "Cash
Offers" and together with the Exchange Offers, the "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"). The previously announced New Money Offering (as defined below)
closed concurrently with the Exchange Offers.
Closing of New Money Notes
The New Money Offering by PGF (the "New Money Offering") of U.S.$1.0 billion aggregate principal amount of its 5.299% Global Notes due 2025 and U.S.$1.0 billion aggregate principal amount of its 5.999% Global Notes due 2028 (together, the "New Money Notes") closed today, September 27, 2017. The terms of the New Money Notes, which are identical
to the New Notes (as defined below), are as follows:
|
5.299% Global Notes due 2025
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5.999% Global Notes due 2028
|
|
|
|
Amount (not including New Notes
issued pursuant to the Exchange
Offers):
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U.S.$1,000,000,000
|
U.S.$1,000,000,000
|
|
|
|
Coupon:
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5.299%
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5.999%
|
|
|
|
Issue Price:
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100.000%
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100.000%
|
|
|
|
Yield to Maturity:
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5.300%
|
6.000%
|
|
|
|
First Interest Payment Date:
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January 27, 2018
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January 27, 2018
|
|
|
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Interest Payment Dates:
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January 27 and July 27
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January 27 and July 27
|
|
|
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Maturity Date:
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January 27, 2025
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January 27, 2028
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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 and settled today, September 27, 2017 (the "Settlement Date"). Upon
the closing of the New Money Offering, the New Money Offering Condition and the New Notes Fungibility Condition (each as defined
in the Offering Memorandum) were satisfied. All conditions to the Exchange Offers were therefore satisfied by the
Settlement Date.
The tables below provide the aggregate principal amount of each series of validly tendered Old Notes (including pursuant to
the guaranteed delivery procedures) that PGF accepted for exchange and the aggregate principal amount of the applicable series of
New Notes (as defined below) issued 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 Validly
Tendered and Accepted
|
|
Principal Amount of New
Notes due 2025 Issued
|
71647NAH2 /
US71647NAH26
|
|
4.875% Global Notes due 2020
|
|
U.S.$542,535,000
|
|
U.S.$151,986,000
|
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U.S.$160,287,000
|
71645W AR2 /
US71645WAR25
|
|
5.375% Global Notes due 2021
|
|
U.S.$5,250,000,000
|
|
U.S.$2,447,124,000
|
|
U.S.$2,599,579,000
|
(ii) exchange any and all Old Notes listed below for PGF's newly issued 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 Validly
Tendered and Accepted
|
|
Principal Amount of New
Notes due 2028 Issued
|
71645WAN1 /
US71645WAN11
|
|
7.875% Global Notes due 2019
|
|
U.S.$705,560,000
|
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U.S.$141,179,000
|
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U.S.$153,413,000
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71645WAP6 / US71645WAP68
|
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5.75% Global Notes due 2020
|
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U.S.$1,165,227,000
|
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U.S.$207,765,000
|
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U.S.$223,259,000
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71647N AP4 / US71647NAP42
|
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8.375% Global Notes due 2021
|
|
U.S.$6,750,000,000
|
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U.S.$3,820,233,000
|
|
U.S.$4,459,462,000
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PGF issued U.S.$2,759,866,000 aggregate principal amount of New Notes due 2025 and
U.S.$4,836,134,000 aggregate principal amount of New Notes due 2028 as the Exchange Consideration
(as defined in the Offering Memorandum) for the Old Notes accepted in the Exchange Offers, including those validly tendered
through the guaranteed delivery procedures. In addition to the Exchange Consideration, the total amount of accrued and
unpaid interest paid by PGF in respect of all Old Notes accepted for exchange, together with the total amount of cash paid by PGF
in lieu of fractional amounts of New Notes, was U.S.$136,270,499.72. PGF did not receive any
cash proceeds from the Exchange Offers.
Considering the principal amount of New Money Notes issued by PGF in the New Money Offering, (i) the aggregate principal
amount of New Notes due 2025 issued by PGF was U.S.$3,759,866,000, and (ii) the aggregate principal
amount of New Notes due 2028 issued by PGF was U.S.$5,836,134,000.
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 has entered 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 acted as the Information Agent and the Exchange Agent for the Exchange Offers.
Questions or requests for assistance related to the Exchange Offers 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.
Cash Offers
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 September 22,
2017 and settled today, September 27, 2017.
All conditions to the Cash Offers, including the Maximum Tender Consideration and the Exchange Offer Completion Condition
(each as defined in the Offer to Purchase), were satisfied by the Settlement Date.
The table below provides the aggregate principal amount of each series of validly tendered Old Notes (including pursuant to
guaranteed delivery procedures) that PGF accepted for purchase:
CUSIP / ISIN
Number
|
|
Title of Security
|
|
Principal
Amount
Outstanding
|
|
Principal Amount
Validly Tendered and
Accepted(1)
|
71645WAN1 / US71645WAN11
|
|
7.875% Global Notes due 2019
|
|
U.S.$705,560,000
|
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U.S.$6,030,000
|
71647NAH2 / US71647NAH26
|
|
4.875% Global Notes due 2020
|
|
U.S.$542,535,000
|
|
U.S.$10,006,000
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71645WAP6 / US71645WAP68
|
|
5.75% Global Notes due 2020
|
|
U.S.$1,165,227,000
|
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U.S.$18,778,000
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71645W AR2 / US71645WAR25
|
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5.375% Global Notes due 2021
|
|
U.S.$5,250,000,000
|
|
U.S.$90,071,000
|
71647N AP4 / US71647NAP42
|
|
8.375% Global Notes due 2021
|
|
U.S.$6,750,000,000
|
|
U.S.$85,238,000
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(1)
|
Holders of Old Notes participating in the Cash Offers were required to
certify that they were Cash Offer Qualified Holders (as defined below). The principal amount accepted reflects the
final determination by PGF with respect to a number of submissions that were rejected 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.
|
PGF paid in aggregate U.S.$232,513,092.50 as the Tender Consideration (as defined in the Offer
to Purchase) for the Old Notes accepted in the Cash Offers, including those validly tendered through the guaranteed delivery
procedures. In addition to the Tender Consideration, the total amount of accrued and unpaid interest paid by PGF in respect
of all Old Notes accepted for purchase was U.S.$3,496,094.58.
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.
Global Bondholder Services Corporation also acted as the Information Agent and the Tender Agent for the Cash Offers.
Questions or requests for assistance related to the Cash Offers 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.
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, New Money Notes or any other securities, nor shall there be any offer, solicitation or sale of
the Old Notes, 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.
The Offers were not 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 required the Offers to be made by a licensed broker or dealer, the Offers were 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 Petróleo Brasileiro S.A. - Petrobras