RIO DE
JANEIRO, April 5, 2022 /PRNewswire/ -- Petróleo
Brasileiro S.A. – Petrobras ("Petrobras") (NYSE: PBR) announces
that its wholly-owned subsidiary, Petrobras Global Finance B.V.
("PGF"), has commenced cash tender offers to purchase for cash
(each, an "Offer" and collectively, the "Offers") any and all of
(i) its notes of the series set forth in the below table under the
heading "Tender Group 1" for an aggregate purchase price, excluding
accrued and unpaid interest, of up to US$1.0
billion (the "Maximum Consideration for Tender Group 1"),
and (ii) its notes of the series set forth in the below table under
the heading "Tender Group 2," for an aggregate purchase price,
excluding accrued and unpaid interest, of up to US$1.0 billion (the "Maximum Consideration for
Tender Group 2" and, together with the Maximum Consideration for
Tender Group 1, the "Maximum Consideration"), in each case as
converted on the basis set forth in the Offer to Purchase (as
defined below). Tender Group 1 and Tender Group 2 are
referred to herein individually as a "Tender Group" and
collectively as the "Tender Groups." The notes for each
Tender Group are referred to herein collectively as the
"Notes."
The Offers for each Tender Group are being made pursuant to the
terms and conditions set forth in the offer to purchase, dated
April 5, 2022 (the "Offer to
Purchase" and, together with the accompanying notice of guaranteed
delivery, the "Offer Documents").
The following tables set forth the series of Notes for each
Tender Group subject to the Offers, the hypothetical consideration
payable for Notes accepted for purchase in the Offers and the
Acceptance Priority Level (as defined below) in connection with the
Maximum Consideration Condition (as defined below):
Tender Group
1
|
|
Title of
Security
|
CUSIP/ISIN
|
Acceptance
Priority Level
|
Principal Amount
Outstanding(1)
|
Reference
Security /
Interpolated Swap
Rate
|
Bloomberg
Reference Page
|
Fixed Spread
(basis points)(2)
|
Hypothetical
Consideration(3)
|
6.250% Global Notes
Due March 2024
|
71647NAM1 /
US71647NAM11
|
1
|
US$678,649,000
|
UST 2.25% due
3/31/24
|
FIT1
|
+70
|
US$1,057.51
|
4.750% Global Notes
Due January 2025
|
- /
XS0982711714
|
2
|
€446,148,000
|
January 2025
Interpolated Swap Rate
|
ICAE1
|
+115
|
€1,075.62
|
5.299% Global Notes
Due January 2025
|
71647NAT6,
71647NAV1,
N6945AAJ6 /
US71647NAT63,
US71647NAV10,
USN6945AAJ62
|
3
|
US$809,711,000
|
UST 1.75% due
3/15/25
|
FIT1
|
+71
|
US$1,051.82
|
8.750% Global Notes
Due May 2026
|
71647NAQ2 /
US71647NAQ25
|
4
|
US$548,009,000
|
UST 2.50% due
3/31/27
|
FIT1
|
+139
|
US$1,180.32
|
6.250% Global Notes
Due December 2026
|
- /
XS0718502007
|
5
|
£582,539,000
|
UKT 0.375% due
10/22/26
|
FIT GLT0-10
|
+352
|
£1,051.47
|
7.375% Global Notes
Due January 2027
|
71647NAS8 /
US71647NAS80
|
6
|
US$1,224,805,000
|
UST 2.50% due
3/31/27
|
FIT1
|
+195
|
US$1,121.36
|
5.999% Global Notes
Due January 2028
|
71647NAW9,
N6945AAK3,
71647NAY5 /
US71647NAW92,
USN6945AAK36,
US71647NAY58
|
7
|
US$1,510,525,000
|
UST 2.50% due
3/31/27
|
FIT1
|
+232
|
US$1,055.73
|
5.750% Global Notes
Due February 2029
|
71647NAZ2 /
US71647NAZ24
|
8
|
US$694,659,000
|
UST 1.875% due
2/15/32
|
FIT1
|
+252
|
US$1,046.50
|
5.375% Global Notes
Due October 2029
|
- /
XS0835891838
|
9
|
£356,598,000
|
UKT 0.875% due
10/22/29
|
FIT GLT0-10
|
+427
|
£978.37
|
5.093% Global Notes
Due January 2030
|
71647NBE8,
71647NBF5, N6945AAL1 /
US71647NBE85,
US71647NBF50,
USN6945AAL19
|
10
|
US$1,553,169,000
|
UST 1.875% due
2/15/32
|
FIT1
|
+261
|
US$1,004.24
|
|
|
|
|
|
|
|
|
|
(1)
|
Including Notes held by
Petrobras or its affiliates.
|
(2)
|
The applicable
consideration payable per each US$1,000, €1,000 or £1,000, as
applicable, principal amount of each series of Notes validly
tendered for purchase, will be calculated in accordance with the
formulas set forth in Annex 2, Annex 3 and Annex 4 to the Offer to
Purchase, based on the fixed spread specified in the table above
(the "Fixed Spread") for such series of Notes, plus
the yield of the specified Reference Security/Interpolated Swap
Rate for that series as quoted on the Bloomberg Reference Page
specified in the table above as of 11:00 a.m. (New York City time)
on April 11, 2022, unless extended with respect to the applicable
Offer (such date and time with respect to an Offer, as the same may
be extended with respect to such Offer, the "Price Determination
Date").
|
(3)
|
Per US$1,000, €1,000 or
£1,000, as applicable, principal amount of each series of Notes
validly tendered and accepted for purchase. The hypothetical
consideration provided in the above table is for illustrative
purposes only and has been determined as of 11:00 a.m. (New York
City time) on April 4, 2022 in accordance with the formulas set
forth in Annex 2, Annex 3 and Annex 4 to the Offer to
Purchase. We make no representation with respect to the
actual Consideration payable in connection with the Offers, and
such amounts may be greater or less than those shown in the above
table depending on the yield of the applicable Reference Security
or the Interpolated Swap Rate on the Price Determination
Date.
|
|
|
|
|
Tender Group
2
|
Title of
Security
|
CUSIP/ISIN
|
Acceptance
Priority Level
|
Principal Amount
Outstanding(1)
|
Reference
Security /
Interpolated Swap
Rate
|
Bloomberg
Reference Page
|
Fixed Spread
(basis points)(2)
|
Hypothetical
Consideration(3)
|
5.500% Global Notes Due
June 2051(4)
|
71647NBJ7 /
US71647NBJ72
|
1
|
US$1,234,620,000
|
UST 1.875% due
11/15/51
|
FIT1
|
+395
|
US$876.23
|
5.625% Global Notes
Due May 2043
|
71647NAA7 /
US71647NAA72
|
2
|
US$409,167,000
|
UST 2.375% due
2/15/42
|
FIT1
|
+345
|
US$943.64
|
6.750% Global Notes
Due June 2050(5)
|
71647NBG3 /
US71647NBG34
|
3
|
US$692,398,000
|
UST 1.875% due
11/15/51
|
FIT1
|
+435
|
US$987.97
|
6.900% Global Notes
Due March 2049
|
71647NBD0 /
US71647NBD03
|
4
|
US$1,070,033,000
|
UST 1.875% due
11/15/51
|
FIT1
|
+431
|
US$1,011.47
|
5.600% Global Notes
Due January 2031(6)
|
71647NBH1 /
US71647NBH17
|
5
|
US$1,767,676,000
|
UST 1.875% due
2/15/32
|
FIT1
|
+293
|
US$1,017.16
|
6.625% Global Notes Due
January 2034
|
- /
XS0982711474
|
6
|
£441,746,000
|
UKT 4.50% due
9/7/34
|
FIT GLT10-50
|
+470
|
£1,019.88
|
6.750% Global Notes
Due January 2041
|
71645WAS0 /
US71645WAS08
|
7
|
US$849,827,000
|
UST 2.375% due
2/15/42
|
FIT1
|
+379
|
US$1,033.04
|
6.875% Global Notes
Due January 2040
|
71645WAQ4 /
US71645WAQ42
|
8
|
US$815,464,000
|
UST 2.375% due
2/15/42
|
FIT1
|
+378
|
US$1,046.27
|
7.250% Global Notes
Due March 2044
|
71647NAK5 /
US71647NAK54
|
9
|
US$1,055,039,000
|
UST 2.375% due
2/15/42
|
FIT1
|
+408
|
US$1,058.73
|
|
|
|
|
|
|
|
|
|
(1)
|
Including Notes held by
Petrobras or its affiliates.
|
(2)
|
The applicable
consideration per each US$1,000 or £1,000, as applicable, principal
amount of each series of Notes will be calculated as described in
footnote (2) to the table above.
|
(3)
|
Per US$1,000 or £1,000,
as applicable, principal amount of each series of Notes validly
tendered and accepted for purchase. Calculated as described
in footnote (3) to the table above.
|
(4)
|
The par call date for
this series of Notes is December 10, 2050.
|
(5)
|
The par call date for
this series of Notes is December 3, 2049.
|
(6)
|
The par call date for
this series of Notes is October 3, 2030.
|
|
|
The applicable consideration payable for each series of Notes
(the "Consideration") will be determined at 11:00 a.m., New York
City time, on April 11, 2022,
unless extended with respect to an Offer, the Price Determination
Date. The Offers for each Tender Group will expire at
5:00 p.m., New York City time, on April 11, 2022 unless extended with respect to an
Offer (such date and time, as the same may be extended with respect
to an Offer, the "Expiration Date"). Notes validly tendered
may be withdrawn at any time prior to 5:00
p.m., New York City time,
on April 11, 2022, unless extended
with respect to an Offer, but not thereafter. The settlement
date of the Offers will occur promptly following the Expiration
Date, expected to be no later than three business days following
the Expiration Date, which is expected to be April 14, 2022 (the "Settlement Date").
Holders of Notes who (1) validly tender and do not validly
withdraw their Notes on or prior to the Expiration Date or (2)
deliver a properly completed and duly executed notice of guaranteed
delivery and other required documents pursuant to the guaranteed
delivery procedures described in the Offer to Purchase on or prior
to the Expiration Date, and tender their Notes on or prior to
5:00 p.m., New York City time, on the second business day
following the Expiration Date, which is expected to be April 13, 2022 (the "Guaranteed Delivery Date"),
will be eligible to receive the applicable Consideration determined
as described in the Offer to Purchase, as well as accrued and
unpaid interest from, and including, the last interest payment date
for the Notes to, but not including, the Settlement Date (the
"Accrued Interest").
The Offers for each Tender Group are not contingent upon the
tender of any minimum principal amount of Notes of such Tender
Group or the completion of the Offers of either Tender Group 1 or
Tender Group 2, as the case may be. The consummation of an
Offer within a Tender Group is not conditioned on the consummation
of the other Offers within such Tender Group or on the consummation
of the Offers in the other Tender Group. Each Offer is
independent of the other Offers, and PGF may, subject to applicable
law, withdraw or modify any Offer without withdrawing or modifying
other Offers.
PGF will not be obligated to (i) accept for purchase any validly
tendered Notes or (ii) pay any cash amounts or complete the Offers,
unless certain conditions are satisfied or waived prior to the
Expiration Date, including customary conditions such as that PGF
will not be obligated to consummate the Offers upon the occurrence
of an event that adversely affects Petrobras's or PGF's businesses
or PGF's ability to consummate one or more of the Offers or to
realize the contemplated benefits from one or more of the Offers,
or the enactment of any law, rule or court order that prohibits or
materially delays one or more of the Offers or that places material
restrictions on one or more of the Offers.
PGF's obligation to complete an Offer within a Tender Group
validly tendered is conditioned on (i) the aggregate Consideration
for the Offers with respect to such Tender Group, excluding the
Accrued Interest with respect to each series (the "Aggregate
Consideration"), (x) not exceeding the Maximum Consideration for
Tender Group 1, with respect to Tender Group 1, and (y) not
exceeding the Maximum Consideration for Tender Group 2, with
respect to Tender Group 2, and (ii) the Maximum Consideration for
each Tender Group being sufficient to pay the Aggregate
Consideration for all validly tendered Notes of each series for
such Tender Group (after paying the Aggregate Consideration for all
validly tendered Notes that have a higher Acceptance Priority Level
within such Tender Group (the "Maximum Consideration
Condition").
If the Maximum Consideration Condition is not satisfied with
respect to each series of Notes within a Tender Group for (i) a
series of Notes within such Tender Group (the "First Non-Covered
Notes") for which the Maximum Consideration for such Tender Group
is less than the sum of (x) the Aggregate Consideration for all
validly tendered First Non-Covered Notes for such Tender Group and
(y) the Aggregate Consideration for all validly tendered Notes of
all series for such Tender Group, having a higher acceptance
priority level as set forth on the cover of the Offer to Purchase
(the "Acceptance Priority Level") (with 1 being the highest
Acceptance Priority Level and 10 being the lowest Acceptance
Priority Level (in the case of Tender Group 1) or 9 being the
lowest Acceptance Priority Level (in the case of Tender Group 2))
than the First Non-Covered Notes for such Tender Group, and (ii)
all series of Notes for such Tender Group with an Acceptance
Priority Level lower than the First Non-Covered Notes for such
Tender Group (together with the First Non-Covered Notes, the
"Non-Covered Notes"), then PGF may, at any time at or prior to the
Expiration Date:
(a) terminate an Offer with respect to one or
more series of Non-Covered Notes for such Tender Group for which
the Maximum Consideration Condition for such Tender Group has not
been satisfied, and promptly return all validly tendered Notes of
such series, and of any series of Non-Covered Notes for such Tender
Group, to the respective tendering holders of Notes; or
(b) waive the Maximum Consideration Condition with
respect to one or more series of Non-Covered Notes for such Tender
Group and accept all Notes of such series, and of any series of
Notes within such Tender Group having a higher Acceptance Priority
Level, validly tendered; or
(c) if there is any series of Non-Covered
Notes for such Tender Group for which:
- the Aggregate Consideration necessary to purchase all validly
tendered Notes of such series, plus
- the Aggregate Consideration necessary to purchase all validly
tendered Notes of all series having a higher Acceptance Priority
Level than such series of Notes, other than any Non-Covered
Notes,
are equal to, or less than, the Maximum Consideration for such
Tender Group, accept all validly tendered Notes of all series
having a lower Acceptance Priority Level within such Tender Group,
until there is no series of Notes with a higher or lower Acceptance
Priority Level within such Tender Group to be considered for
purchase for which the conditions set forth above are met.
It is possible that a series of Notes with a particular
Acceptance Priority Level within a Tender Group will fail to meet
the conditions set forth above and therefore will not be accepted
for purchase even if one or more series with a higher or lower
Acceptance Priority Level within such Tender Group is accepted for
purchase. If any series of Notes is accepted for purchase
under the Offers for a Tender Group, all Notes of that series that
are validly tendered will be accepted for purchase.
For purposes of determining whether the Maximum Consideration
Condition for each Tender Group is satisfied, PGF will assume that
all Notes tendered pursuant to the guaranteed delivery procedures
described in the Offer to Purchase will be duly delivered at or
prior to the Guaranteed Delivery Date and PGF will not subsequently
adjust the acceptance of the Notes in accordance with the
Acceptance Priority Levels if any such Notes are not so
delivered.
PGF reserves the right, subject to applicable law, to waive one
or more conditions at any time, including the Maximum Consideration
Condition with respect to any Offer within a Tender Group.
In determining the Aggregate Consideration available for
purchase against the Maximum Consideration for each Tender Group
and available for purchases pursuant to the Offers with respect to
such Tender Group, the aggregate U.S. dollar-equivalent principal
amount of EUR Notes and GPB Notes tendered and accepted in such
Offers shall be calculated at the applicable exchange rates, as of
11:00 a.m., New York City time, on the Price Determination
Date, as reported on Bloomberg screen page "FXIP" under the heading
"FX Rate vs. USD," (or, if such screen is unavailable, a generally
recognized source for currency quotations selected by the Dealer
Managers (as defined below) with quotes as of a time as close as
reasonably possible to the aforementioned).
PGF expressly reserves the right, subject to applicable law, to:
(i) delay accepting the Notes or extend the Expiration Date or, if
the conditions to the Offers are not satisfied, terminate such
Offers at any time and not accept the Notes; and (ii) if the
conditions to the Offers are not satisfied, amend or modify at any
time, the terms of the Offers in any respect, including by waiving,
where possible, any conditions to consummation of the Offers. If
PGF exercises any such right, it will give written notice thereof
to the Depositary (as defined below) and will make a public
announcement thereof as promptly as practicable and, in the case of
termination, all Notes tendered pursuant to the terminated Offer(s)
and not accepted for payment will be returned promptly to the
tendering holders thereof.
PGF has engaged BNP Paribas Securities Corp. ("BNP PARIBAS"),
Citigroup Global Markets Inc. ("Citigroup"), HSBC Securities
(USA) Inc. ("HSBC"), Mizuho
Securities USA LLC ("Mizuho
Securities"), Morgan Stanley & Co. LLC ("Morgan Stanley"), and
Scotia Capital (USA) Inc.
("Scotiabank" and together with BNP, Citi, HSBC, Mizuho and Morgan
Stanley, the "Dealer Managers") to act as dealer managers with
respect to the Offers. Global Bondholder Services Corporation
is acting as the depositary and information agent (the
"Depositary") for the Offers.
This announcement is for informational purposes only, and does
not constitute an offer to purchase or a solicitation of an offer
to sell any securities.
The Offers are not being made to holders of Notes in any
jurisdiction in which PGF is aware that the making of the 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 Offers to be made by a licensed
broker or dealer, the 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 Offers may be directed to BNP PARIBAS confirmation
No. at +1 (212) 841-3059 or toll-free at +1 (888) 210-4358,
Citigroup collect at +1 (212) 723-6106 or toll free at +1 (800)
558-3745, HSBC collect at +1 (212) 525-5552 or toll free at +1
(888) HSBC-4LM, Mizuho Securities collect at +1 (212) 205-7736 or
toll free at +1 (866) 271-7403, Morgan Stanley collect at +1 (212)
761-1057 or toll free at +1 (800) 624-1808 and Scotiabank collect
at +1 (212) 225-5501 or toll free at +1 (833) 498-1660.
Requests for additional copies of the Offer Documents may be
directed to Global Bondholder Services Corporation at +1 (855)
654-2015 (toll-free) or +1 (212) 430-3774 (banks and brokers call).
The Offer Documents can be accessed at the following link:
https://www.gbsc-usa.com/Petrobras/.
Holders are advised to check with any bank, securities broker
or other intermediary through which they hold Notes as to when such
intermediary would need to receive instructions from such holder in
order for that holder to be able to participate in, or withdraw
their instruction to participate in, an Offer, before the deadlines
specified herein and in the Offer Documents. The deadlines
set by any such intermediary and the relevant clearing systems for
the submission and withdrawal of tender instructions will also be
earlier than the relevant deadlines specified herein and in the
Offer Documents.
The Offers are being 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.
Notice to Prospective Investors in the United Kingdom
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 such
related documents and/or materials 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
offer to purchase any securities may otherwise lawfully be
communicated (all such persons together being referred to as
"relevant persons"). This announcement and any such related
documents and/or materials 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 press release and any such related documents and/or
materials are available only to 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