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Petrobras Announces Final Tender Results And Final Settlement For Waterfall Offers
- 132
PR Newswire
RIO DE JANEIRO, July 30, 2019
RIO DE JANEIRO, July 30, 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 July 29, 2019 (the "Expiration Date") holders of US$1,853,874,000 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 July 1, 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 | Acceptance Priority | Late Tender | Early Tender | Principal Amount | Principal Amount |
5.625% Global Notes due May 2043 | 71647NAA7 / | US$765,979,000 | 1 | US$958.75 | US$988.75 | US$130,694,000 | US$915,000 |
6.750% Global Notes due January 2041 | 71645WAS0 / | US$1,199,255,000 | 2 | US$1,062.50 | US$1,092.50 | US$93,478,000 | US$55,000 |
4.375% Global Notes due May 2023 | 71647NAF6 / | US$1,645,736,000 | 3 | US$1,006.25 | US$1,036.25 | US$110,150,000 | US$3,275,000 |
5.299% Global Notes due January 2025 | 71647N AT6, 71647N | US$3,031,005,000 | 4 | US$1,046.25 | US$1,076.25 | US$213,176,000 | US$1,567,000 |
6.125% Global Notes due January 2022 | 71647N AR0 / | US$735,001,000 | 5 | US$1,053.75 | US$1,083.75 | US$116,158,000 | US$53,000 |
6.875% Global Notes due January 2040 | 71645WAQ4 / | US$1,124,414,000 | 6 | US$1,071.25 | US$1,101.25 | US$31,285,000 | US$0 |
7.250% Global Notes due March 2044 | 71647NAK5 / | US$1,741,650,000 | 7 | US$1,106.25 | US$1,136.25 | US$92,625,000 | US$420,000 |
6.250% Global Notes due March 2024 | 71647N AM1 / | US$2,219,224,000 | 8 | US$1,082.50 | US$1,112.50 | US$224,453,000 | US$1,055,000 |
7.375% Global Notes due January 2027 | 71647N AS8 / US71647NAS80 | US$3,728,000,000 | 9 | US$1,133.75 | US$1,163.75 | US$138,257,000 | US$238,000 |
5.999% Global Notes due January 2028 | 71647N AW9, N6945A AK3, | US$5,486,134,000 | 10 | US$1,045.00 | US$1,075.00 | US$639,890,000 | US$56,130,000 |
(1) Immediately prior to the commencement of the Waterfall Offers, including Notes held by Petrobras or its affiliates. | |||||||
(2) Per US$1,000. 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 July 15, 2019 (the "Early Tender Deadline"), included an early tender premium equal to US$30.00 per US$1,000 principal amount for each series of Notes accepted for purchase. | |||||||
(3) PGF early settled on July 17, 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 Notes that validly tendered after the Early Tender Deadline and on or prior to the Expiration Date and whose Notes have been accepted for purchase are entitled to 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 July 31, 2019.
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 Banco Bradesco BBI S.A., BB Securities Limited, BofA Securities, Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Scotia Capital (USA) Inc. to act as 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 Banco Bradesco BBI S.A. at +1 (646) 432-6643, BB Securities Limited at +44 (20) 7367-5803, BofA Securities, Inc. at +1 (888) 292-0070, Credit Suisse Securities (USA) LLC at +1 (800) 820-1653, J.P. Morgan Securities LLC at +1 (866) 834-4666 and Scotia Capital (USA) Inc. at +1 (800) 372-3930 (toll free) or +1 (212) 225-5559 (collect). 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/.
Neither 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
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