RIO DE
JANEIRO, April 12, 2022 /PRNewswire/ -- Petróleo
Brasileiro S.A. – Petrobras ("Petrobras") (NYSE: PBR) today
announced the expiration and expiration date results of the
previously announced cash tender offers (each, an "Offer" and
collectively, the "Offers") by its wholly-owned subsidiary,
Petrobras Global Finance B.V. ("PGF"), with respect to any and all
of (i) its notes of the series set forth in the table below under
the heading "Tender Group 1" and (ii) its notes of the series set
forth in the table below under the heading "Tender Group 2."
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 following tables set forth certain information about the
Offers for each Tender Group, including the aggregate principal
amount of Notes validly tendered and accepted in such Offers, and
the aggregate principal amount of Notes reflected in notices of
guaranteed delivery delivered at or prior to the Expiration Date
(as defined below):
Tender Group
1
|
|
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
|
6.250% Global Notes
Due
March 2024
|
71647NAM1 /
US71647NAM11
|
1
|
US$678,649,000
|
US$1,056.16
|
US$58,159,000
|
US$58,159,000
|
-
|
4.750% Global Notes
Due
January 2025
|
- /
XS0982711714
|
2
|
€446,148,000
|
€1,068.34
|
€135,488,000
|
€135,488,000
|
-
|
5.299% Global Notes
Due
January 2025
|
71647NAT6,
71647NAV1,
N6945AAJ6 /
US71647NAT63,
US71647NAV10,
USN6945AAJ62
|
3
|
US$809,711,000
|
US$1,048.58
|
US$77,659,000
|
US$77,659,000
|
-
|
8.750% Global Notes
Due
May 2026
|
71647NAQ2 /
US71647NAQ25
|
4
|
US$548,009,000
|
US$1,170.89
|
US$101,804,000
|
US$101,804,000
|
US$236,000
|
6.250% Global Notes
Due
December 2026
|
- /
XS0718502007
|
5
|
£582,539,000
|
£1,043.41
|
£16,429,000
|
£16,429,000
|
-
|
7.375% Global Notes
Due
January 2027
|
71647NAS8 /
US71647NAS80
|
6
|
US$1,224,805,000
|
US$1,111.06
|
US$223,973,000
|
US$223,973,000
|
US$1,460,000
|
5.999% Global Notes
Due
January 2028
|
71647NAW9,
N6945AAK3,
71647NAY5 /
US71647NAW92,
USN6945AAK36,
US71647NAY58
|
7
|
US$1,510,525,000
|
US$1,044.06
|
US$201,581,000
|
US$201,581,000
|
US$680,000
|
5.750% Global Notes
Due
February 2029
|
71647NAZ2 /
US71647NAZ24
|
8
|
US$694,659,000
|
US$1,026.52
|
US$35,314,000
|
US$35,314,000
|
-
|
5.375% Global Notes
Due
October 2029
|
- /
XS0835891838
|
9
|
£356,598,000
|
£963.96
|
£10,633,000
|
£10,633,000
|
-
|
5.093% Global Notes
Due
January 2030
|
71647NBE8,
71647NBF5,
N6945AAL1 /
US71647NBE85,
US71647NBF50,
USN6945AAL19
|
10
|
US$1,553,169,000
|
US$982.60
|
US$670,341,000
|
US$670,341,000
|
US$22,209,000
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Including Notes held by
Petrobras or its affiliates.
|
|
|
(2)
|
Per each US$1,000,
€1,000 or £1,000, as applicable, principal amount of each series 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.
|
Tender Group
2
|
|
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
|
5.500% Global Notes
Due June 2051
|
71647NBJ7 /
US71647NBJ72
|
1
|
US$1,234,620,000
|
US$839.90
|
US$53,549,000
|
US$53,549,000
|
US$1,693,000
|
5.625% Global
Notes
Due May 2043
|
71647NAA7 /
US71647NAA72
|
2
|
US$409,167,000
|
US$906.60
|
US$8,414,000
|
US$8,414,000
|
US$424,000
|
6.750% Global
Notes
Due June 2050
|
71647NBG3 /
US71647NBG34
|
3
|
US$692,398,000
|
US$950.07
|
US$47,682,000
|
US$47,682,000
|
-
|
6.900% Global
Notes
Due March 2049
|
71647NBD0 /
US71647NBD03
|
4
|
US$1,070,033,000
|
US$973.26
|
US$36,521,000
|
US$36,521,000
|
-
|
5.600% Global
Notes
Due January 2031
|
71647NBH1 /
US71647NBH17
|
5
|
US$1,767,676,000
|
US$993.85
|
US$172,745,000
|
US$172,745,000
|
US$38,720,000
|
6.625% Global Notes
Due January 2034
|
- /
XS0982711474
|
6
|
£441,746,000
|
£997.06
|
£4,987,000
|
£4,987,000
|
-
|
6.750% Global
Notes
Due January 2041
|
71645WAS0 /
US71645WAS08
|
7
|
US$849,827,000
|
US$996.70
|
US$49,694,000
|
US$49,694,000
|
-
|
6.875% Global
Notes
Due January 2040
|
71645WAQ4 /
US71645WAQ42
|
8
|
US$815,464,000
|
US$1,010.62
|
US$8,821,000
|
US$8,821,000
|
US$13,000
|
7.250% Global
Notes
Due March 2044
|
71647NAK5 /
US71647NAK54
|
9
|
US$1,055,039,000
|
US$1,019.83
|
US$10,182,000
|
US$10,182,000
|
-
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Including Notes held by
Petrobras or its affiliates.
|
|
|
(2)
|
Per each US$1,000 or
£1,000, as applicable, principal amount of each series 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, which will
be payable in cash.
|
The Offers were 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 Offers expired at 5:00 p.m.,
New York City time, on
April 11, 2022 (the "Expiration
Date"). The settlement date with respect to the Offers is
expected to occur on April 14, 2022
(the "Settlement Date").
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 April 13, 2022 (the "Guaranteed Delivery
Date").
The purchase of all Notes validly tendered in the Offers with
respect to Tender Group 1 would cause PGF to purchase an aggregate
principal amount of Notes of Tender Group 1 that would result in an
aggregate amount to be paid by PGF in excess of the maximum
consideration for Tender Group 1 described in the Offer to
Purchase. In order to accept for purchase all of the Notes in
Tender Group 1 validly tendered, and all of the Notes reflected in
notices of guaranteed delivery received by PGF, in each case on or
prior to the Expiration Date, PGF is increasing the maximum
consideration amount for Tender Group 1 set forth in the Offer to
Purchase from U.S.$1.0 billion to
U.S.$1,634,162,597.01. As a
result, on the terms and subject to the conditions set forth in the
Offer to Purchase, PGF has accepted for purchase all of the Notes
in Tender Group 1 validly tendered, and expects to accept all of
the Notes in Tender Group 1 for which PGF has received notices of
guaranteed delivery and that are delivered on or prior to the
Guaranteed Delivery Date.
On the terms and subject to the conditions set forth in the
Offer to Purchase, PGF has accepted for purchase all of the Notes
in Tender Group 2 validly tendered, and expects to accept all of
the Notes in Tender Group 2 for which PGF has received notices of
guaranteed delivery and that are delivered on or prior to the
Guaranteed Delivery Date.
The principal amount of Notes that will be purchased by PGF on
the Settlement Date is subject to change based on deliveries of
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 Notes accepted and expected
to be accepted in the Offers , excluding accrued and unpaid
interest, will be approximately US$2.0
billion.
The exchange rates used to calculate the maximum consideration
payable for each Tender Group were £1.3040 per US$1.00 and €1.0896 per US$1.00, the applicable exchange rates as of
11:00 a.m., New York City time on the Expiration Date, as
reported on Bloomberg screen page "FXIP" under the heading "FX Rate
vs. USD."
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 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
acted 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.
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/.
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.
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