RIO DE JANEIRO, April 9, 2019 /PRNewswire/ -- Petróleo
Brasileiro S.A. – Petrobras ("Petrobras") (NYSE: PBR) announced today the final results of its previously
announced debt tender offers (the "Waterfall Offers"). As of 11:59 p.m.,
New York City time, on April 8, 2019 (the "Expiration Date") holders of US$1,867,021,000 and €371,098,000 principal amount of the
outstanding notes of the series set forth in the table below (the "Notes" and each a "series" of Notes), issued by Petrobras's wholly-owned subsidiary Petrobras Global Finance B.V. ("PGF"), tendered their Notes, pursuant to PGF's previously announced Waterfall Offers.
The Waterfall Offers were made pursuant to the terms and conditions set forth in the offer to purchase dated March 12, 2019 (as amended or supplemented, the "Offer to Purchase" and, together with
the related letter of transmittal, the "Offer Documents").
The following table summarizes the final tender results as of the Expiration Date and the principal amount of Notes that PGF
has accepted for purchase:
Title of Security
|
CUSIP/ISIN
|
Principal Amount Outstanding(1)
|
Acceptance Priority Level
|
Late Tender
Consideration(2)
|
Early Tender
Consideration(2)
|
Principal Amount Tendered on or prior to the Early Tender Deadline and
Accepted for Purchase(3)
|
Principal Amount Tendered after the Early Tender Deadline and on or
prior to the Expiration Date and Accepted for Purchase
|
5.299% Global Notes
due January 2025
|
71647N AT6,
71647N AV1,
N6945A AJ6 /US71647NAT63,
US71647NAV10,
USN6945AAJ62
|
US$3,539,166,000
|
1
|
US$988.75
|
US$1,018.75
|
US$504,435,000
|
US$3,726,000
|
|
|
|
|
|
|
|
|
5.375% Global Notes
due January 2021
|
71645W AR2 /
US71645WAR25
|
US$1,103,876,000
|
2
|
US$1,006.25
|
US$1,036.25
|
US$137,643,000
|
US$370,000
|
|
|
|
|
|
|
|
|
6.125% Global Notes
due January 2022
|
71647N AR0 /
US71647NAR08
|
US$1,296,881,000
|
3
|
US$1,032.50
|
US$1,062.50
|
US$561,301,000
|
US$579,000
|
|
|
|
|
|
|
|
|
6.250% Global Notes
due March 2024
|
71647N AM1 /
US71647NAM11
|
US$2,439,500,000
|
4
|
US$1,037.50
|
US$1,067.50
|
US$217,133,000
|
US$3,143,000
|
|
|
|
|
|
|
|
|
3.750% Global Notes
due January 2021
|
N/A /
XS0982711987
|
€283,290,000
|
5
|
€1,033.75
|
€1,063.75
|
€51,590,000
|
€0
|
|
|
|
|
|
|
|
|
8.375% Global Notes
due May 2021
|
71647N AP4/
US71647NAP42
|
US$901,967,000
|
6
|
US$1,075.00
|
US$1,105.00
|
US$438,521,000
|
US$170,000
|
|
|
|
|
|
|
|
|
4.250% Global Notes
due October 2023
|
N/A /
XS0835890350
|
€454,807,000
|
7
|
€1,075.00
|
€1,105.00
|
€46,306,000
|
€0
|
|
|
|
|
|
|
|
|
4.750% Global Notes
due January 2025
|
N/A /
XS0982711714
|
€800,000,000
|
8
|
€1,080.00
|
€1,110.00
|
€104,268,000
|
€2,400,000
|
|
|
|
|
|
|
|
|
5.875% Global Notes
due March 2022
|
N/A /
XS0716979595
|
€600,000,000
|
9
|
€1,106.25
|
€1,136.25
|
€166,434,000
|
€100,000
|
|
|
|
|
|
|
|
|
(1)
|
Immediately prior to the commencement of the Waterfall Offers, including
Notes held by Petrobras or its affiliates.
|
(2)
|
Per US$1,000 or €1,000, as applicable. The Early Tender Consideration,
which was paid with respect to Notes tendered on or prior to 5:00 p.m., New York City time, on March 25, 2019 (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 Notes accepted for purchase, and €30.00
per €1,000 principal amount for each series of Euro denominated Notes accepted for purchase.
|
(3)
|
PGF early settled on March 27, 2019 (the "Early Settlement
Date") the Waterfall Offers with respect to Notes validly tendered on or prior to the Early Tender Deadline and
accepted for purchase.
|
Holders of US$7,988,000 and €2,500,000 principal amount of Notes tendered their 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 Notes that validly tendered after the Early Tender Deadline and on or prior to the Expiration Date will receive the applicable
Late Tender Consideration set forth in the table above, which is equal to the applicable Early Tender Consideration set forth in
the table above minus the applicable early tender premium, and to receive accrued and unpaid interest.
The final settlement date on which PGF will make payment for Notes tendered after the Early Tender Deadline and on or prior to
the Expiration Date and accepted for purchase is expected to be April 10, 2019 (the "Final Settlement Date").
The Waterfall Offers have now expired. No Notes tendered after the Expiration Date will be accepted for purchase pursuant to
the Waterfall Offers. Notes that have been validly tendered on or prior to the Expiration Date cannot be withdrawn, except as may
be required by applicable law.
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 Waterfall Offers, and ABN AMRO Securities (USA) LLC, BBVA
Securities Inc. and Commerz Markets LLC to act as co-dealer managers with respect to the Waterfall Offers. Global
Bondholder Services Corporation acted as the depositary and information agent for the Waterfall 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 Waterfall Offers were not made to holders of Notes in any jurisdiction in which
PGF was aware that the making of the Waterfall 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 Waterfall Offers to be made by a licensed broker or
dealer, the respective Waterfall 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 Waterfall Offers 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 the Waterfall Offers 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 Waterfall Offers were only available to, and the
Waterfall Offers were 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 Waterfall Offers or any of their 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