RIO DE JANEIRO, Jan. 26, 2017 /PRNewswire/
-- Petróleo Brasileiro S.A. – Petrobras ("Petrobras")
(NYSE: PBR) announces that holders of US$4,885,558,000 and €631,553,000 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 January 25, 2017 (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:
Title of
Security
|
CUSIP /
ISIN
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
Total
Consideration(1)
|
Principal
Amount
Tendered
|
Principal
Amount
Accepted for Purchase
|
3.000% Global
Notes due January
2019
|
71647NAB5
/
US71647NAB55
|
US$1,452,566,000
|
1
|
US$1,006.25
|
US$757,016,000
|
US$757,016,000
|
|
|
|
|
|
|
|
Floating Rate
Global Notes due January
2019
|
71647NAE9
/
US71647NAE94
|
US$750,492,000
|
2
|
US$1,016.25
|
US$418,445,000
|
US$418,445,000
|
|
|
|
|
|
|
|
7.875% Global
Notes due March 2019
|
71645WAN1
/
US71645WAN11
|
US$1,813,907,000
|
3
|
US$1,105.00
|
US$1,104,402,000
|
US$1,104,402,000
|
|
|
|
|
|
|
|
3.25% Global
Notes due April 2019
|
NA/XS0835886598
|
€1,300,000,000
|
4
|
€1,051.25
|
€631,553,000
|
€631,553,000
|
|
|
|
|
|
|
|
5.75% Global
Notes due January
2020
|
71645WAP6 /
US71645WAP68
|
US$2,500,000,000
|
5
|
US$1,048.75
|
US$1,331,303,000
|
US$1,331,303,000
|
|
|
|
|
|
|
|
4.875% Global
Notes due March 2020
|
71647NAH2 /
US71647NAH26
|
US$1,500,000,000
|
6
|
US$1,027.50
|
US$956,103,000
|
US$956,103,000
|
|
|
|
|
|
|
|
Floating Rate
Global Notes due March
2020
|
71647NAL3 /
US71647NAL38
|
US$500,000,000
|
7
|
US$1,016.25
|
US$318,289,000
|
US$318,289,000
|
__________________________
|
(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.
|
PGF has accepted for purchase all of the Old Notes validly
tendered in the Tender Offers on or prior to the Early Tender Date.
The early settlement date on which PGF will make payment for Old
Notes accepted in the Tender Offers is expected to be January 30, 2017 (the "Early Settlement
Date").
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. Holders of Old Notes that are
validly tendered after the Early Tender Date but on or before
11:59 p.m., New York City time, on February 8, 2017 (the "Expiration Date") and
whose Old Notes are accepted for purchase will receive only the
applicable tender offer consideration, which is equal to the total
consideration set forth in the table above minus the
applicable 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
final settlement date.
The total cash payment to purchase the accepted Old Notes on the
Early Settlement Date will be approximately US$5,821,471,639.26, excluding accrued and unpaid
interest, based on the US dollar exchange rate described herein.
Old Notes that have been validly tendered on or prior to the Early
Tender Date, or that are validly tendered after the Early Tender
Date and on or prior to the Expiration Date cannot be withdrawn,
except as may be required by applicable law.
Subject to the terms and conditions of the Tender Offers, if the
purchase of all 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 in cash to be paid
to holders, excluding accrued and unpaid interest, in excess of
US$6.0 billion (the "Tender Cap"),
then only an aggregate principal amount of Old 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. Old Notes
tendered on or prior to the Early Tender Date, which have been
accepted for purchase on the Early Settlement Date, will have
priority over Old Notes tendered after the Early Tender
Date. If, on the final settlement date, only a portion of Old
Notes tendered after the Early Tender Date may be accepted for
purchase consistent with the Tender Cap, PGF will pro rate such Old
Notes accepted in the Tender Offers pursuant to the acceptance
priority procedures described in the offer to purchase dated
January 9, 2017 (as may be amended or
supplemented from time to time, the "Offer to Purchase"). Any
tendered Old Notes that are not accepted for purchase will be
returned or credited without expense to the holder's account.
The Tender Offers will expire at 11:59
p.m., New York City time,
on February 8, 2017.
The exchange rate used in translating Euro into US dollars was
US$1.0725 per Euro, the applicable
exchange rate as of 2:00 p.m.,
New York City time on January 25, 2017, 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, and the related letter of transmittal dated January 9, 2017 (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 Banco Bradesco BBI S.A., Citigroup Global
Markets Inc., HSBC Securities (USA) Inc., Itau BBA USA Securities, Inc. and Morgan Stanley &
Co. LLC 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 Banco Bradesco BBI
S.A. at +1 (212) 888-9145, Citigroup Global Markets Inc. at + 1
(212) 723-6106, HSBC Securities (USA) Inc. at +1 (212) 525-5552, Itau BBA
USA Securities, Inc. at +1 (212)
710-6749 and Morgan Stanley & Co. LLC at +1 (212) 761-1057.
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-300397286.html
SOURCE Petroleo Brasileiro S.A.