RIO DE JANEIRO, March 15, 2018 /PRNewswire/ -- Petróleo
Brasileiro S.A. – Petrobras ("Petrobras") (NYSE: PBR) announces the commencement of offers by its
wholly-owned subsidiary Petrobras Global Finance B.V. ("PGF") to purchase for cash PGF's notes of the
series set forth in the table below for an aggregate purchase price, excluding accrued and unpaid interest, of up to US$4.0 billion (all such notes, collectively, the "Notes" and each a "series" of Notes), subject to the "Acceptance Priority Level" of such series of Notes and
subject to proration (the "Tender Offers"). The Tender Offers are conditioned upon certain customary
offering conditions.
The following table sets forth the series of Notes subject to the Tender Offers and the consideration payable for Notes
accepted for purchase in the Tender Offers.
Title of Security
|
CUSIP/ISIN
|
Principal Amount
Outstanding(1)
|
Acceptance
Priority Level
|
Tender Offer
Consideration(2)
|
Early Tender
Premium(2)
|
Total
Consideration(2)(3)
|
Floating Rate Global
Notes due March 2020
|
71647N AL3 /
US71647NAL38
|
US$181,695,000
|
1
|
US$1,020.00
|
US$30.00
|
US$1,050.00
|
3.750% Global Notes
due January 2021
|
N/A /
XS0982711987
|
€750,000,000
|
2
|
€1,047.50
|
€30.00
|
€1,077.50
|
5.375% Global Notes
due January 2021
|
71645W AR2 /
US71645WAR25
|
US$2,712,805,000
|
3
|
US$1,022.50
|
US$30.00
|
US$1,052.50
|
8.375% Global Notes
due May 2021
|
71647N AP4 /
US71647NAP42
|
US$2,844,529,000
|
4
|
US$1,113.75
|
US$30.00
|
US$1,143.75
|
6.125% Global Notes
due January 2022
|
71647N AR0 /
US71647NAR08
|
US$3,000,000,000
|
5
|
US$1,046.25
|
US$30.00
|
US$1,076.25
|
4.375% Global Notes
due May 2023
|
71647N AF6 /
US71647NAF69
|
US$3,500,000,000
|
6
|
US$966.25
|
US$30.00
|
US$996.25
|
__________________________________________
(1)
|
As of the date hereof, including Notes held by Petrobras or its
affiliates.
|
(2)
|
Per US$1,000 or €1,000, as applicable.
|
(3)
|
Includes the Early Tender Premium.
|
The Tender Offers will expire at 11:59 p.m., New York City
time, on April 11, 2018 unless earlier terminated or extended by PGF (such time and date, as they
may be extended, the "Expiration Date"). Notes tendered may be withdrawn at any time prior to
5:00 p.m., New York City time, on March 28,
2018, unless extended, but not thereafter. Holders of Notes of any series that are validly tendered and not validly
withdrawn on or prior to 5:00 p.m., New York City time, on
March 28, 2018, unless extended (such time and date, as they may be extended, the "Early Tender Date") and accepted for purchase will be eligible to receive the total consideration indicated in the
table above with respect to such series of Notes (the "Total Consideration"), which includes an early
tender premium in the amount indicated in the table above (the "Early Tender Premium"). Holders of
Notes of any series that are validly tendered after the Early Tender Date but on or before the Expiration Date and accepted for
purchase will receive only the applicable tender offer consideration, which is equal to the Total Consideration applicable to
that series of Notes minus the applicable Early Tender Premium (the "Tender Offer
Consideration"). In addition to the Total Consideration and the Tender Offer Consideration, as applicable, holders
whose Notes are purchased in the Tender Offers will also receive accrued interest consisting of accrued and unpaid interest from,
and including, the last interest payment date for the Notes of any series to, but not including, the applicable settlement
date.
Subject to the terms and conditions of the Tender Offers, if the purchase of all Notes validly tendered in the Tender Offers
would cause PGF to purchase an aggregate principal amount of Notes that would result in an aggregate amount in cash to be paid to
holders, excluding accrued and unpaid interest, in excess of US$4.0 billion (the "Tender Cap"), then only an aggregate principal amount of Notes that results in the payment of an aggregate amount to
holders not in excess of the Tender Cap will be accepted in the Tender Offers. PGF will pro rate the Notes accepted in the
Tender Offers pursuant to the acceptance priority procedures described in the offer to purchase dated March 15, 2018 (as may be amended or supplemented from time to time, the "Offer to
Purchase"). PGF may, in its sole discretion and subject to applicable law, increase the Tender Cap.
In determining the amount of Notes purchased against the Tender Cap and available for purchases pursuant to the Tender Offers,
the aggregate U.S. dollar-equivalent principal amount of Notes denominated in Euros shall be calculated at the applicable
exchange rate, as of 2:00 p.m., New York City time, on the
business day prior to the date on which we accept for purchase Notes validly tendered at or prior to the Early Tender Date or the
Expiration Date, as reported on Bloomberg screen page "FXIP" under the heading "FX Rate vs. USD," (or, if such screen is
unavailable, a generally recognized source for currency quotations selected by the dealer managers with quotes as of a time as
close as reasonably possible to the aforementioned).
The Tender Offers are being made pursuant to the Offer to Purchase and the related letter of transmittal dated March 15, 2018 (as may be 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 BB Securities Limited, BTG Pactual US Capital, LLC, HSBC Securities (USA)
Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Securities Americas Inc., and
Santander Investment Securities Inc. 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.
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 BB
Securities Limited at +44 (20) 7367-5803, BTG Pactual US Capital, LLC at +1 (212) 293-4600, HSBC Securities (USA) Inc. at +1 (888) HSBC-4LM, J.P. Morgan Securities LLC at +1 (866) 846-2874, Merrill Lynch, Pierce,
Fenner & Smith Incorporated at +1 (888) 292-0070, MUFG Securities Americas Inc. at +1 (877) 744-4532 and Santander Investment
Securities Inc. at +1 (855) 404-3636. 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.
This communication and any other documents or materials relating to the Tender 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. The distribution of this communication may be restricted by law. Persons
into whose possession this communication comes should inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.
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 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 Petroleo Brasileiro S.A.