Petrobras Agency
Petrobras yesterday announced the pricing of two series of global notes denominated in U.S. Dollars (the “New Money Notes”) to be issued by its wholly-owned subsidiary, Petrobras Global Finance B.V. (“PGF”). As previously announced in Petrobras’s press release dated September 18, 2017, PGF today commenced five separate private offers to exchange (the “Exchange Offers”) certain series of its outstanding debt securities for two series of newly issued debt securities of PGF (the “New Notes”) with identical terms to the New Money Notes. Each series of New Money Notes will be treated as a single class of securities, and is expected to be fungible for U.S. federal income tax purposes, with the corresponding series of New Notes. The New Notes and the New Money Notes are collectively referred to as the “Notes.”
The Notes will be unsecured obligations of PGF and will be fully and unconditionally guaranteed by Petrobras. Closing is expected to occur on September 27, 2017. PGF and Petrobras will enter into a registration rights agreement with respect to the Notes.
The terms of the 5.299% Global Notes due 2025 are as follows:
• Issue: 5.299% Global Notes due 2025
• Amount (not including New Notes to be issued pursuant to the Exchange Offers): U.S.$1,000,000,000
• Coupon: 5.299%
• Interest Payment Dates: January 27 and July 27 of each year, commencing on January 27, 2018
• Issue Price: 100.000% of principal amount, plus accrued interest (if any) from September 27, 2017
• Yield to Maturity: 5.300%
• Make-whole call: Treasury +50 basis points
• Maturity: January 27, 2025
The terms of the 5.999% Global Notes due 2028 are as follows:
• Issue: 5.999% Global Notes due 2028
• Amount (not including New Notes to be issued pursuant to the Exchange Offers): U.S.$1,000,000,000
• Coupon: 5.999%
• Interest Payment Dates: January 27 and July 27 of each year, commencing on January 27, 2018
• Issue Price: 100.000% of principal amount, plus accrued interest (if any) from September 27, 2017
• Yield to Maturity: 6.000%
• Make-whole call: Treasury +50 basis points
• Maturity: January 27, 2028
PGF intends to use the net proceeds from the sale of the New Money Notes for general corporate purposes, including to refinance upcoming maturities.
PGF will not receive any cash proceeds from the issuance of the New Notes in connection with the Exchange Offers.
The Notes are being offered to qualified institutional buyers in the United States in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States in accordance with Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state or other jurisdiction's securities laws and 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 applicable state securities laws.
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