RIO DE JANEIRO, June 8, 2021 /PRNewswire/ -- Petróleo
Brasileiro S.A. – Petrobras ("Petrobras") (NYSE: PBR) today
announced the expiration and expiration date results of the
previously announced cash tender offers by its wholly-owned
subsidiary, Petrobras Global Finance B.V. ("PGF"), with respect to
any and all of PGF's outstanding notes of the series set forth in
the table below (the "Notes" and such offers, the "Offers").
The following table sets forth certain information about the
Offers, including the aggregate principal amount of Notes validly
tendered and accepted in the Offers, and the aggregate principal
amount of Notes reflected in notices of guaranteed delivery
delivered at or prior to the Expiration Date:
Title of
Security
|
CUSIP/ISIN
|
Acceptance
Priority
Level
|
Principal
Amount
Outstanding(1)
|
Consideration(2)
|
Principal
Amount
Tendered
|
Principal
Amount
Accepted
|
Principal
Amount
Reflected in
Notices of
Guaranteed
Delivery
|
6.750% Global
Notes
Due June 2050(3)
|
71647NBG3 /
US71647NBG34
|
1
|
US$1,467,091,000
|
US$1,157.51
|
US$325,768,000
|
US$325,768,000
|
-
|
5.093% Global
Notes
Due January 2030
|
71647NBE8,
71647NBF5,
N6945AAL1 /
US71647NBE85,
US71647NBF50,
USN6945AAL19
|
2
|
US$3,065,085,000
|
US$1,089.04
|
US$857,766,000
|
US$857,766,000
|
US$6,094,000
|
6.250% Global
Notes
Due March 2024
|
71647NAM1
/
US71647NAM11
|
3
|
US$774,384,000
|
US$1,135.06
|
US$62,246,000
|
US$62,246,000
|
US$610,000
|
5.299% Global
Notes
Due January 2025
|
71647NAT6,
71647NAV1,
N6945AAJ6
/
US71647NAT63,
US71647NAV10,
USN6945AAJ62
|
4
|
US$1,061,324,000
|
US$1,131.96
|
US$59,207,000
|
US$59,207,000
|
US$111,000
|
6.900% Global
Notes
Due March 2049
|
71647NBD0 /
US71647NBD03
|
5
|
US$1,743,620,000
|
US$1,195.91
|
US$205,040,000
|
US$205,040,000
|
US$5,399,000
|
6.875% Global
Notes
Due January 2040
|
71645WAQ4 /
US71645WAQ42
|
6
|
US$983,216,000
|
US$1,208.90
|
US$93,057,000
|
US$93,057,000
|
-
|
8.750% Global
Notes
Due May 2026
|
71647N AQ2 /
US71647NAQ25
|
7
|
US$1,071,541,000
|
US$1,293.93
|
US$286,390,000
|
US$286,390,000
|
US$9,049,000
|
7.375% Global
Notes
Due January 2027
|
71647NAS8 /
US71647NAS80
|
8
|
US$1,775,174,000
|
US$1,234.75
|
US$71,520,000
|
US$71,520,000
|
-
|
5.999% Global
Notes
Due January 2028
|
71647NAW9,
N6945AAK3,
71647NAY5 /
US71647NAW92,
USN6945AAK36,
US71647NAY58
|
9
|
US$1,748,126,000
|
US$1,159.13
|
US$76,097,000
|
US$76,097,000
|
-
|
5.750% Global
Notes
Due February 2029
|
71647NAZ2 /
US71647NAZ24
|
10
|
US$878,965,000
|
US$1,141.35
|
US$42,310,000
|
US$42,310,000
|
US$102,000
|
6.750% Global
Notes
Due January 2041
|
71645WAS0 /
US71645WAS08
|
11
|
US$1,013,134,000
|
US$1,185.05
|
US$76,681,000
|
-
|
US$15,000
|
5.625% Global
Notes
Due May 2043
|
71647NAA7 /
US71647NAA72
|
12
|
US$473,770,000
|
US$1,108.24
|
US$18,693,000
|
US$18,693,000
|
-
|
7.250% Global
Notes
Due March 2044
|
71647NAK5 /
US71647NAK54
|
13
|
US$1,286,710,000
|
US$1,227.04
|
US$17,478,000
|
US$17,478,000
|
-
|
|
(1)
Including Notes held by Petrobras or its affiliates.
|
(2)
Per US$1,000 principal amount of Notes validly tendered and
accepted for purchase. The applicable consideration does not
include accrued and unpaid interest
on the Notes accepted for purchase through the Settlement Date (as
defined below), which will be payable in cash.
|
(3)
The par call date for this series of Notes is December 3, 2049, or
six months prior to the scheduled maturity date.
|
The Offers expired at 5:00 p.m.,
New York City time, on
June 8, 2021 (the "Expiration
Date"). The settlement date with respect to the Offers is
expected to occur on June 11, 2021
(the "Settlement Date").
The Offers were made pursuant to the terms and conditions set
forth in the offer to purchase dated June 2,
2021 (the "Offer to Purchase" and, together with the
accompanying notice of guaranteed delivery, the "Offer
Documents").
In order to be eligible to participate in the Offers, holders of
Notes reflected in notices of guaranteed delivery received by PGF
prior to the Expiration Date must deliver such Notes to PGF by
5:00 p.m., New York City time, on June 10, 2021 (the "Guaranteed Delivery
Date").
On the terms and subject to the conditions set forth in the
Offer to Purchase, because the purchase of all Notes validly
tendered in the Offers would cause PGF to purchase an aggregate
principal amount of Notes that would result in an aggregate amount
to be paid by PGF in excess of the Maximum Consideration described
in the Offer to Purchase, PGF has accepted for purchase all of the
Notes validly tendered, and expects to accept all of the Notes for
which PGF received notices of guaranteed delivery and that are
delivered on or prior to the Guaranteed Delivery Date, in
Acceptance Priority Levels 1 through 10, 12 and 13 (the "Covered
Notes"). PGF has rejected all of the Notes, including Notes
for which PGF received notices of guaranteed delivery, in
Acceptance Priority Level 11 (the "Non-Covered Notes").
Non-Covered Notes will be returned or credited without expense to
the holders' accounts promptly after the Expiration Date. The
principal amount of Covered Notes that will be purchased by PGF on
the Settlement Date is subject to change based on deliveries of
Covered Notes pursuant to the guaranteed delivery procedures
described in the Offer to Purchase. A press release
announcing the final results of the Offers is expected to be issued
on or promptly after the Settlement Date.
The total cash payment to purchase on the Settlement Date the
Covered Notes, excluding accrued and unpaid interest, will be
approximately US$2,469.9 million
All conditions described in the Offer to Purchase that were to
be satisfied or waived on or prior to the Expiration Date have been
satisfied.
PGF engaged BofA Securities, Inc., Goldman Sachs & Co. LLC,
Itau BBA USA Securities,
Inc., J.P. Morgan Securities LLC, MUFG Securities Americas
Inc., Santander Investment Securities Inc., and UBS Securities
LLC to act as dealer managers with respect to the Offers (the
"Dealer Managers"). Global Bondholder Services Corporation
acted as the depositary and information agent for the Offers.
This announcement is for informational purposes only, and does
not constitute an offer to purchase or sell or a solicitation of an
offer to sell or purchase any securities.
Any questions or requests for assistance regarding the Offers
may be directed to BofA Securities, Inc. collect at +1 (646)
855-8988 or toll free at +1 (888) 292-0070, Goldman Sachs & Co.
LLC collect at +1 (212) 357-1452 or toll-free (U.S. only) at +1
(800) 828-3182, Itau BBA USA
Securities, Inc. collect at +1 (212) 710–6749 or toll-free (U.S.
only) at +1 (888) 770-4828, J.P. Morgan Securities LLC collect at
+1 (212) 834-3424 or toll-free (U.S. only) at +1 (866) 846-2874,
MUFG Securities Americas Inc. collect at +1 (212) 405-7481 or
toll-free (U.S. only) at +1 (877) 744-4532, Santander Investment
Securities Inc. collect at +1 (855) 403-3636 and UBS Securities LLC
collect at +1 (203) 719-4210 or toll-free (U.S. only) at +1 (888)
719-4210. 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/.
The Offers were made solely pursuant to the Offer
Documents. The Offer Documents 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 announcement 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 announcement 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 announcement 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
announcement and any other documents related to the Offers are
available only to relevant persons and will be engaged in only with
relevant persons.
Forward-Looking Statements
This announcement 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