Petrobras

Petrobras announces expiration and Expiration date results of its private exchange offers for five series of notes

Petrobras Agency
26/09/2017 22:39
Petrobras announces expiration and Expiration date results of its private exchange offers for five series of notes Imagem: Petrobras Agency Visualizações: 1064 (0) (0) (0) (0)

Petrobras today announced the expiration and expiration date results of the previously announced offers to exchange (the “Exchange Offers”) by its wholly-owned subsidiary Petrobras Global Finance B.V. (“PGF”), relating to five series of its outstanding notes set forth in the tables below (the “Old Notes”).

Exchange Offers

The Exchange Offers were made pursuant to the terms and subject to the conditions set forth in the Offering Memorandum dated September 18, 2017 (the “Offering Memorandum,” as amended and supplemented, and together with the accompanying eligibility letter and notice of guaranteed delivery, the “Exchange Offer Documents”).

The Exchange Offers expired at 5:00 p.m., New York City time, on September 22, 2017 (the “Expiration Date”). The settlement date with respect to the Exchange Offers will occur promptly following the Expiration Date and is expected to occur on September 27, 2017 (the “Settlement Date”).

 

On the terms and subject to the conditions set forth in the Offering Memorandum, PGF expects that it will issue approximately U.S.$2,426,863,000 aggregate principal amount of New Notes due 2025 and approximately U.S.$4,566,986,000 aggregate principal amount of New Notes due 2028, as consideration for the Old Notes expected to be accepted in the Exchange Offers, in each case without taking into account New Notes that may be issued in exchange for Old Notes reflected in Notices of Guaranteed Delivery received by PGF that may be validly tendered by 5:00 p.m., New York City time, on September 26, 2017 (the “Guaranteed Delivery Date”).

In addition to the applicable exchange consideration, eligible holders whose Old Notes are accepted for exchange will be paid accrued and unpaid interest on such Old Notes to, but not including, the Settlement Date. Interest will cease to accrue on the Settlement Date for all Old Notes accepted in the Exchange Offers, including those tendered through the guaranteed delivery procedures. The total amount of accrued and unpaid interest to be paid by PGF, together with the total amount of cash to be paid by PGF in lieu of fractional amounts of New Notes, will be approximately U.S.$127,782,352.02 (excluding amounts payable in respect of Old Notes that may be tendered pursuant to guaranteed delivery procedures by the Guaranteed Delivery Date). The actual aggregate principal amounts of New Notes that will be issued, and the total amount of accrued and unpaid interest that will be paid, on the Settlement Date are subject to change based on deliveries under the guaranteed delivery procedures and final validation of tenders. PGF will not receive any cash proceeds from the Exchange Offers.

As previously announced, PGF is conducting a concurrent offering (the “New Money Offering”) of U.S.$1.0 billion aggregate principal amount of its New Notes due 2025 and U.S.$1.0 billion aggregate principal amount of its New Notes due 2028 (together, the “New Money Notes”), which will have identical terms to the New Notes due 2025 and New Notes due 2028, respectively, to be issued and exchanged for Old Notes validly tendered in the Exchange Offers. Accordingly, the Minimum Issue Requirement (as defined in the Offering Memorandum) has been satisfied. The pricing terms of the New Notes were announced by Petrobras on September 18, 2017.

Considering the principal amount of New Money Notes to be issued by PGF in the New Money Offering, (i) the aggregate principal amount of New Notes due 2025 expected to be issued by PGF will be U.S.$3,426,863,000, and (ii) the aggregate principal amount of New Notes due 2028 expected to be issued by PGF will be U.S.$5,566,986,000, in each case without taking into account New Notes that may be issued in exchange for Old Notes reflected in Notices of Guaranteed Delivery received by PGF that may be validly tendered by the Guaranteed Delivery Date.

All conditions to consummate the Exchange Offers, including the absence of certain adverse legal and market developments, are expected to be satisfied on the Settlement Date.

The New Notes and the New Money Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. Therefore, the New Notes and the New Money Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. PGF will enter into a registration rights agreement with respect to the New Notes and the New Money Notes.

Only holders who had duly completed and returned an Eligibility Letter certifying that they were either (1) “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the Securities Act or (2) non-“U.S. persons” (as defined in Rule 902 under the Securities Act) located outside of the United States were authorized to receive the Offering Memorandum and to participate in the Exchange Offers.

Global Bondholder Services Corporation is acting as the Information Agent and the Exchange Agent for the Exchange Offers. Questions or requests for assistance related to the Exchange Offers or for additional copies of the Exchange Offer Documents may be directed to Global Bondholder Services Corporation at (866) 470-3800 (toll free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers. The Exchange Offer Documents can be accessed at the following link.

Cash Offers

As previously announced, PGF concurrently conducted offers to purchase for cash (the “Cash Offers” and together with the Exchange Offers, the “Offers”) the Old Notes. The Cash Offers were made pursuant to the terms and subject to the conditions set forth in the Offer to Purchase dated September 18, 2017 (the “Offer to Purchase” and, together with the accompanying certification instructions letter and notice of guaranteed delivery, the “Cash Offer Documents”).

The Cash Offers expired at 5:00 p.m., New York City time, on the Expiration Date. The settlement date with respect to the Cash Offers will occur promptly following the Expiration Date and is expected to occur on the Settlement Date.

 

 

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