RIO DE JANEIRO, March 19, 2019 /PRNewswire/ -- Petróleo
Brasileiro S.A. – Petrobras ("Petrobras") (NYSE: PBR) today announced the expiration and expiration date
results of the previously announced offer to purchase (the "Offer") by its wholly-owned subsidiary
Petrobras Global Finance B.V. ("PGF"), of any and all of its outstanding notes set forth in the table
below (the "Notes").
The Offer was made pursuant to the terms and conditions set forth in the offer to purchase dated March
12, 2019 (the "Offer to Purchase" and, together with the accompanying notice of guaranteed
delivery and related letter of transmittal, the "Offer Documents").
The Offer expired at 5:00 p.m., New York City time, on
March 18, 2019 (the "Expiration Date"). The settlement date with
respect to the Offer will occur promptly following the Expiration Date and is expected to occur on March
21, 2019 (the "Settlement Date").
The table below sets forth the aggregate principal amount of Notes validly tendered in the Offer and not validly withdrawn,
and the aggregate principal amount of Notes reflected in notices of guaranteed delivery delivered, at or prior to the Expiration
Date and the consideration payable for Notes accepted for purchase in the Offer.
Title of Security
|
|
CUSIP/ISIN
|
|
Principal Amount
Outstanding(1)
|
|
Consideration(2)
|
|
Principal Amount
Tendered by the
Expiration Date
|
|
Principal Amount
Reflected in Notices
of Guaranteed
Delivery
|
4.375% Global Notes
due May 2023
|
|
71647N AF6/
US71647NAF69
|
|
US$3,117,147,000
|
|
US$1,015.00
|
|
US$1,440,420,000
|
|
US$31,959,000
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
As of the date hereof, including Notes held by Petrobras or its
affiliates.
|
(2)
|
Per US$1,000 principal amount of Notes. Holders whose Notes are
accepted for purchase will be paid accrued and unpaid interest on such Notes from, and including, the last interest
payment date for the Notes to, but not including, the Settlement Date
|
In order to be eligible to participate in the Offer, holders of Notes reflected in notices of guaranteed delivery received by
PGF prior to the Expiration Date must deliver such Notes to PGF by 5:00 p.m., New York City time, on March 20, 2019 (the "Guaranteed
Delivery Date").
On the terms and subject to the conditions set forth in the Offer to Purchase, PGF expects that it will accept for purchase
all of the Notes tendered on or prior to the Expiration Date, and all of the Notes delivered on or prior to the Guaranteed
Delivery Date. The principal amount of Notes that will be purchased by PGF on the Settlement Date is subject to change
based on deliveries of Notes pursuant to the guaranteed delivery procedures described in the Offer to Purchase. A press
release announcing the final results of the Offer is expected to be issued on or promptly after the Settlement Date.
# # #
PGF engaged BNP Paribas Securities Corp., Banco Bradesco BBI S.A., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC,
HSBC Securities (USA) Inc., and Santander Investment Securities Inc. to act as lead dealer
managers with respect to the Offer, and ABN AMRO Securities (USA) LLC, BBVA Securities Inc. and
Commerz Markets LLC to act as co-dealer managers with respect to the Offer. Global Bondholder Services Corporation acted as
the depositary and information agent for the Offer.
Any questions or requests for assistance regarding the Offer may be directed to BNP Paribas Securities Corp. at + 1 212
841-3059, Banco Bradesco BBI S.A. at +1-646-432-6643, Citigroup Global Markets Inc. (toll free ) at +1 (800) 558-3745 and
(collect) at +1(212) 723-6106, Goldman Sachs & Co. LLC at +1 (212) 902-6351 or +1 (800) 828-3182, HSBC Securities
(USA) Inc. at +1 (212) 525-5552 and Santander Investment Securities Inc. (toll-free) at +1 (855)
404-3636 or +1 (212) 940-1442. Requests for additional copies of the Offer to Purchase may be directed to Global Bondholder
Services Corporation at +1 (866) 470-3800 (toll-free) or +1 (212) 430-3774. The Offer Documents can be accessed at the
following link: http://www.gbsc-usa.com/Petrobras.
None of the Offer Documents has been filed with, and has 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
Documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
The communication of this press release and any other documents or materials relating to Offer is not being made and such
documents and/or materials have not been approved by an authorized person for the purposes of Section 21 of the Financial
Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be
passed on to, the general public in the United Kingdom. The communication of such
documents and/or materials as a financial promotion is only being directed at and made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or within Article
43(2) of the Order, or high net worth companies, and other persons to whom it may lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order
(all such persons together being referred to as "relevant persons"). The Offer was only available to, and the Offer was engaged
in only with, relevant persons. Any person who is not a relevant person should not act or rely on any document relating to the
Offer or any of its contents.
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