Petrobras Announces Final Results Of Its Cash Tender Offers
RIO DE JANEIRO, Sept. 21, 2020 /PRNewswire/ -- Petróleo Brasileiro S.A. - Petrobras ("Petrobras") (NYSE: PBR) today announced the final results of the previously announced offers to purchase for cash by its wholly-owned subsidiary Petrobras Global Finance B.V. ("PGF"), of any and all of its outstanding notes of the series set forth in the table below (the "Notes" and such offers, the "Offers").
The Offers were made pursuant to the terms and conditions set forth in the offer to purchase dated September 10, 2020 (the "Offer to Purchase" and, together with the accompanying notice of guaranteed delivery, the "Offer Documents").
The Offers expired at 5:00 p.m., New York City time, on September 16, 2020 (the "Expiration Date") and, except as described below, settled on September 21, 2020 (the "Settlement Date").
The table below sets forth the aggregate principal amount of Notes validly tendered in the Offers or validly delivered through guaranteed delivery procedures, the aggregate principal amount of Notes that PGF accepted for purchase, and the consideration payable for such Notes.
Title of Security
CUSIP/ISIN
Acceptance
Principal Amount
Consideration(2)
Principal Amount
Principal Amount
Priority Level Outstanding(1) Tendered by the Accepted
Expiration Date or the
Guaranteed Delivery Date
---
6.125% Global Notes
71647N AR0 / 1
US$618,790,000
US$1,071.50
US$396,183,000
US$396,183,000
Due January 2022
US71647NAR08
5.875% Global Notes
- / XS0716979595 2
EUR348,642,000
EUR1,090.00
EUR194,470,000
EUR194,470,000(3)
Due March 2022
4.375% Global Notes
71647N AF6 / 3
US$1,405,620,000
US$1,068.50
US$317,112,000
US$317,112,000
Due May 2023
US71647NAF69
4.250% Global Notes
- / XS0835890350 4
EUR371,256,000
EUR1,094.00
EUR37,673,000
EUR37,673,000(3)
Due October 2023
6.250% Global Notes
71647NAM1 / 5
US$1,585,773,000
US$1,133.50
US$615,070,000
US$615,070,000
Due March 2024
US71647NAM11
4.750% Global Notes
- / XS0982711714 6
EUR639,649,000
EUR1,126.25
EUR98,678,000
EUR98,678,000(3)
Due January 2025
5.299% Global Notes
71647N AT6, 71647N AV1, 7
US$2,117,334,000
US$1,115.00
US$889,687,000
US$889,687,000
Due January 2025
N6945A AJ6 / US71647NAT63,
US71647NAV10, USN6945AAJ62
8.750% Global Notes
71647N AQ2 / 8
US$2,042,471,000
US$1,290.50
US$523,535,000
US$523,535,000
Due May 2026
US71647NAQ25
6.250% Global Notes
- / XS0718502007 9
BPS615,182,000
BPS1,125.50
BPS32,643,000
BPS32,643,000
Due December 2026
7.375% Global Notes
71647N AS8 / 10
US$2,267,504,000
US$1,216.00
US$378,640,000
Due January 2027
US71647NAS80
5.999% Global Notes
71647NAW9, N6945AAK3, 11
US$2,767,898,000
US$1,140.00
US$418,189,000
Due January 2028
71647NAY5 / US71647NAW92,
USN6945AAK36, US71647NAY58
5.750% Global Notes
71647N AZ2 / 12
US$1,588,527,000
US$1,137.50
US$259,065,000
US$259,065,000
Due February 2029
US71647NAZ24
5.375% Global Notes
- / XS0835891838 13
BPS390,878,000
BPS1,073.00
BPS34,280,000
BPS34,280,000
Due October 2029
6.625% Global Notes
- / XS0982711474 14
BPS460,316,000
BPS1,105.00
BPS18,570,000
BPS18,570,000
Due January 2034
6.875% Global Notes
71645WAQ4 / 15
US$1,093,129,000
US$1,156.25
US$91,804,000
Due January 2040
US71645WAQ42
6.750% Global Notes
71645W AS0 / 16
US$1,058,788,000
US$1,145.00
US$149,990,000
Due January 2041
US71645WAS08
5.625% Global Notes
71647N AA7 / 17
US$618,064,000
US$1,062.50
US$74,244,000
Due May 2043
US71647NAA72
7.250% Global Notes
71647N AK5 / 18
US$1,647,605,000
US$1,201.75
US$51,597,000
Due March 2044
US71647NAK54
6.900% Global Notes
71647N BD0 / 19
US$2,250,000,000
US$1,167.00
US$159,461,000
Due March 2049
US71647NBD03
(1) Including Notes
held by Petrobras
or its
affiliates.
(2) Per US$1,000,
EUR1,000 or
BPS1,000, as
applicable,
principal amount
of Notes.
Holders whose
Notes were
accepted for
purchase were
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.
(3) EUR94,829,000
principal amount
of 5.875% Global
Notes due March
2022,
EUR17,609,000
principal amount
of 4.250% Global
Notes due October
2023 and
EUR66,324,000
principal amount
of 4.750% Global
Notes due January
2025 tendered
through
Euroclear, did
not settle on the
Settlement Date.
The settlement of
these notes is
expected to occur
on September 22,
2020, and the
total
consideration
will include
accrued and
unpaid interest
from, and
including, the
last interest
payment date for
such notes to,
but not
including, such
date.
The aggregate amount paid and to be paid by PGF to holders whose Notes were accepted for purchase, excluding accrued and unpaid interest, is US$3,976 million.
PGF engaged BB Securities Limited, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and MUFG Securities Americas Inc. to act as dealer managers with respect to the Offers (the "Dealer Managers"). Global Bondholder Services Corporation acted as the depositary and information agent (the "Depositary") for the Offers.
Any questions or requests for assistance regarding the Offers may be directed to BB Securities Limited at +44 (207) 367-5800, Citigroup Global Markets Inc. at +1 (212) 723-6106, Credit Suisse Securities (USA) LLC at +1 (800) 820-1653, Goldman Sachs & Co. LLC at +1 (212) 902-6351 or +1 (800) 828-3182 (toll-free), Mizuho Securities USA LLC at +1 (212) 205-7736 or +1 (866) 271-7403 (toll free) and MUFG Securities Americas Inc.at +1 (212) 405-7481 or +1 (877) 744-4532 (toll free). Requests for additional copies of the Offer Documents 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/.
This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to sell any securities. The Offers were made solely pursuant to the Offer Documents.
Documents related to the Offers have not 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 Documents or any other documents related to the Offers, 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 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. This press release and any other documents related to the Offers are for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, (iii) are outside the United Kingdom, (iv) are members or creditors of certain bodies corporate as defined by or within Article 43(2) of the Order, or (v) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This press release and any other documents related to the Offers are 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 process release and any other documents related to the Offer are available only to relevant persons and will be engaged in only with relevant persons.
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
