RIO DE JANEIRO, July 21, 2016 /PRNewswire/ -- Petróleo
Brasileiro S.A. – Petrobras ("Petrobras") (NYSE: PBR) announces
that holders of US$3,008,915,000 and
€571,972,000 principal amount of the outstanding notes of the
series set forth in the table below (all such notes, collectively,
the "Old Notes" and each a "series" of Old Notes), issued by its
wholly-owned subsidiary Petrobras Global Finance B.V. ("PGF"),
tendered their Old Notes at or prior to 5:00
p.m., New York City time,
on July 20, 2016 (the "Early Tender
Date"), pursuant to PGF's previously announced cash tender offers
(the "Tender Offers").
The following table summarizes the early tender results as of
the Early Tender Date and the principal amount of Old Notes that
PGF has accepted for purchase, as well as the proration factor for
the 7.875% Global Notes due March
2019 (the "2019 Notes"):
Title of
Security
|
CUSIP /
ISIN
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
Total
Consideration(1)
|
Principal
Amount
Tendered
|
Principal
Amount
Accepted for Purchase
|
Proration
Factor
|
3.500% Global
Notes due February
2017
|
71645WAU5 /
US71645WAU53
|
US$747,483,000
|
1
|
US$1,012.50
|
US$122,012,000
|
US$122,012,000
|
N/A
|
3.250% Global
Notes due March
2017
|
71647NAG4 /
US71647NAG43
|
US$399,019,000
|
2
|
US$1,013.75
|
US$115,608,000
|
US$115,608,000
|
N/A
|
Floating Rate
Global Notes due March
2017
|
71647NAJ8 /
US71647NAJ81
|
US$167,445,000
|
3
|
US$1,013.75
|
US$27,780,000
|
US$27,780,000
|
N/A
|
2.750% Global
Notes due January
2018
|
NA/XS0982711631
|
€720,940,000
|
4
|
€1,001.25
|
€181,276,000
|
€181,276,000
|
N/A
|
5.875% Global
Notes due March
2018
|
71645WAM3 /
US71645WAM38
|
US$744,527,000
|
5
|
US$1,047.50
|
US$199,499,000
|
US$199,499,000
|
N/A
|
4.875% Global
Notes due March
2018
|
NA/XS0716979249
|
€718,058,000
|
6
|
€1,026.25
|
€144,281,000
|
€144,281,000
|
N/A
|
3.000% Global
Notes due January
2019
|
71647NAB5
/
US71647NAB55
|
US$1,934,733,000
|
7
|
US$951.25
|
US$482,167,000
|
US$482,167,000
|
N/A
|
Floating Rate
Global Notes due January
2019
|
71647NAE9
/
US71647NAE94
|
US$1,500,000,000
|
8
|
US$937.50
|
US$749,508,000
|
US$749,508,000
|
N/A
|
7.875% Global
Notes due March
2019
|
71645WAN1
/
US71645WAN11
|
US$2,750,000,000
|
9
|
US$1,066.25
|
US$1,312,341,000
|
US$936,093,000
|
0.713793(2)
|
3.25% Global
Notes due April
2019
|
NA/XS0835886598
|
€1,300,000,000
|
10
|
€961.25
|
€246,415,000
|
€0
|
N/A
|
|
(1) Per US$1,000 or
€1,000, as applicable. The Total Consideration includes an
early tender premium equal to US$30.00 per US$1,000 principal
amount for each series of US dollar denominated Old Notes accepted
for purchase, and €30.00 per €1,000 principal amount for each
series of Euro denominated Old Notes accepted for
purchase.
|
(2) After applying such
proration factor, all 2019 Notes tendered by holders that were
entitled to a credit or return of a portion of tendered 2019 Notes
that was less than the minimum denomination of US$2,000, were
accepted without proration.
|
Because the purchase of Old Notes validly tendered in the Tender
Offers would cause PGF to purchase an aggregate principal amount of
Old Notes that would result in an aggregate amount to be received
by holders, net of accrued interest, in excess of US$3.0 billion (the "Tender Cap"), based on the
US dollar exchange rate described herein, PGF has accepted for
purchase all tendered 3.500% Global Notes due February 2017, 3.250% Global Notes due
March 2017, Floating Rate Global
Notes due March 2017, 2.750% Global
Notes due January 2018, 5.875% Global
Notes due March 2018, 4.875% Global
Notes due March 2018, 3.000% Global
Notes due January 2019 and Floating
Rate Global Notes due January 2019,
only US$936,093,000 principal amount
of the tendered 2019 Notes and none of the tendered 3.25% Global
Notes due April 2019. PGF will pay holders of 2019 Notes
tendered on or prior to the Early Tender Date on a pro rata basis
according to the pro ration procedures described in the Offer to
Purchase (as defined below). The early settlement date on
which PGF will make payment for Old Notes accepted in the Tender
Offers is expected to be July 25,
2016 (the "Early Settlement Date").
Holders of Old Notes who tender after the Early Tender Date will
not have any of their Old Notes accepted for purchase. Any tendered
Old Notes that are not accepted for purchase will be returned or
credited without expense to the holder's account.
Holders of Old Notes that validly tendered on or prior to the
Early Tender Date and whose Old Notes have been accepted for
purchase are entitled to receive the total consideration set forth
in the table above, which includes an early tender premium as set
forth therein, and to receive accrued and unpaid interest on their
accepted Old Notes from the last interest payment date to, but not
including, the Early Settlement Date. The total cash payment to
purchase the accepted Old Notes will be approximately US$3,041.6 million, based on the US dollar
exchange rate described herein, including accrued and unpaid
interest. Old Notes that have been validly tendered cannot be
withdrawn, except as may be required by applicable law.
The Tender Offers will expire at 11:59
p.m., New York City time,
on August 3, 2016.
The exchange rate used in translating Euro into US dollars was
US$1.1005 per Euro, the applicable
exchange rate as of 2:00 p.m.,
New York City time on July 20, 2016, as reported on Bloomberg screen
page "FXIP" under the heading "FX Rate vs. USD."
The Tender Offers are being made pursuant to the offer to
purchase dated July 7, 2016 (as
amended or supplemented from time to time, the "Offer to
Purchase"), and the related letter of transmittal dated
July 7, 2016 (as 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, J.P. Morgan Securities
LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated 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.
This press release is not an offer to sell or purchase, nor a
solicitation of an offer to sell or purchase, nor the solicitation
of tenders with respect to, the securities described herein.
The Tender Offers are not being made to holders of Old 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) 207 367 5832, J.P. Morgan Securities
LLC at +1 (866) 846-2874 (toll free) or +1 (212) 834-7279
(collect), Merrill Lynch, Pierce, Fenner & Smith Incorporated
at +1 (888) 292-0070 (toll-free) or +1 (646) 855-8988 (collect) or
Santander Investment Securities Inc. at +1 (855) 404-3636
(toll-free) or +1 (212) 940-1442 (collect). 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.
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.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/petrobras-announces-early-tender-results-and-early-settlement-for-cash-tender-offers-300302039.html
SOURCE Petroleo Brasileiro S.A. - Petrobras