Petrobras Announces Commencement Of Cash Tender Offers

RIO DE JANEIRO, July 1, 2019 /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 repurchase certain of its outstanding U.S. Dollar-, Euro- and Pound Sterling-denominated notes (the "Tender Offers"). 

Tender Offers

PGF has commenced offers to purchase for cash: (1) any and all of its outstanding notes of the series set forth in the table below under the heading "Any and All Offers" (the "Any and All Notes" and such offers, the "Any and All Offers"), and (2) its outstanding notes of the series set forth in the table below under the heading "Waterfall Offers" (collectively, the "Waterfall Notes" and such offers, the "Waterfall Offers") for an aggregate purchase price, excluding accrued and unpaid interest, not to exceed U.S.$3.0 billion minus the aggregate amount, excluding accrued and unpaid interest, that holders of Any and All Notes are entitled to receive for Any and All Notes validly tendered and accepted for purchase pursuant to the Any and All Offers (the "Waterfall Tender Cap").

The Tender Offers are being made pursuant to the terms and conditions set forth in the offer to purchase, dated July 1, 2019 (the "Offer to Purchase" and, together with the accompanying notice of guaranteed delivery and related letter of transmittal, the "Tender Offer Documents").

Any and All Offers

The following table sets forth the series of notes subject to the Any and All Offers, and the consideration payable (the "Any and All Consideration") for notes accepted for purchase in the Any and All Offers.

The Any and All Offers will expire at 5:00 p.m., New York City time, on July 8, 2019, unless extended (such date and time, as the same may be extended, the "Any and All Expiration Date"). The Any and All Notes validly tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on July 8, 2019, unless extended, but not thereafter. Holders of Any and All Notes who (1) validly tender and do not validly withdraw their Any and All Notes on or prior to the Any and All 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 Any and All Expiration Date and tender their Any and All Notes on or prior to 5:00 p.m., New York City time, on July 10, 2019 (the "Guaranteed Delivery Date"), will be eligible to receive the Any and All Consideration indicated in the table above, as well as accrued and unpaid interest from, and including, the last interest payment date for the Any and All Notes to, but not including, the Any and All Settlement Date (as defined below).

The settlement date of Any and All Notes validly tendered and accepted for purchase is expected to occur promptly following the Any and All Expiration Date, on July 11, 2019 (the "Any and All Settlement Date"). 

Waterfall Offers

The following table sets forth the series of Waterfall Notes subject to the Waterfall Offers, the consideration payable for Waterfall Notes of each series accepted for purchase in the Waterfall Offers and the acceptance priority level for each series of Waterfall Notes.

The Waterfall Offers will expire at 11:59 p.m., New York City time, on July 29, 2019, unless extended (such date and time, as the same may be extended, the "Waterfall Expiration Date").  Waterfall Notes validly tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on July 15, 2019, unless extended, but not thereafter. Holders of Waterfall Notes who validly tender and do not validly withdraw their Waterfall Notes on or prior to 5:00 p.m., New York City time, on July 15, 2019, unless extended (such date and time, as the same may be extended, the "Early Tender Date"), and whose Waterfall Notes are accepted for purchase, will be eligible to receive the applicable early tender consideration indicated in the table above (the "Early Tender Consideration"), which includes an early tender premium in the amount indicated in the table above (the "Early Tender Premium").  Holders of Waterfall Notes who validly tender and do not validly withdraw their Waterfall Notes after the Early Tender Date but on or before the Waterfall Expiration Date, and whose Waterfall Notes are accepted for purchase, will be eligible to receive only the applicable late tender consideration, which is equal to the applicable Early Tender Consideration minus the applicable Early Tender Premium (the "Late Tender Consideration").  In addition to the Early Tender Consideration and the Late Tender Consideration, as applicable, holders of Waterfall Notes whose Waterfall Notes are purchased in the Waterfall Offers will also receive accrued and unpaid interest from, and including, the last interest payment date for the Waterfall Notes of the applicable series to, but not including, the applicable settlement date of the Waterfall Offers.

Following the Early Tender Date and prior to the Waterfall Expiration Date, we may, but are not obligated to, elect to accept the Waterfall Notes validly tendered at or prior to the Early Tender Date, provided that all conditions to the Waterfall Offers have been satisfied or waived by us (the date of any such acceptance, the "Early Acceptance Date").  Waterfall Notes accepted on the Early Acceptance Date are expected to be settled promptly thereafter.  We expect to settle any Waterfall Notes not settled prior to the Waterfall Expiration Date promptly following the Waterfall Expiration Date, provided that all conditions to the Waterfall Offers have been satisfied or waived by us.

Subject to the terms and conditions of the Waterfall Offers, if the purchase of all Waterfall Notes validly tendered in the Waterfall Offers would cause PGF to purchase an aggregate principal amount of Waterfall Notes that would result in an aggregate amount in cash to be paid to holders of Waterfall Notes, excluding accrued and unpaid interest, in excess of the Waterfall Tender Cap, then only an aggregate principal amount of Waterfall Notes that results in the payment of an aggregate amount to holders of Waterfall Notes not in excess of the Waterfall Tender Cap will be accepted in the Waterfall Offers.  PGF will pro rate the Waterfall Notes accepted in the Waterfall Offers pursuant to the acceptance priority procedures described in the Offer to Purchase.  PGF may, in its sole discretion and subject to applicable law, increase the Waterfall Tender Cap.

In determining the Waterfall Tender Cap available for purchases pursuant to the Waterfall Offers, the aggregate U.S. dollar-equivalent principal amount of Any and All Notes denominated in Euro or Pound Sterling tendered and accepted in the Any and All Offers shall be calculated at the applicable exchange rates, as of 2:00 p.m., New York City time, on the Any and All Expiration 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 named herein, with quotes as of a time as close as reasonably possible to the aforementioned).

General

PGF's obligation to accept for purchase, and to pay for, any Waterfall Notes validly tendered pursuant to the Waterfall Offers, is conditioned upon the aggregate amount that holders of Any and All Notes are entitled to receive for Any and All Notes validly tendered and accepted for purchase pursuant to the Any and All Offers, excluding accrued interest, being less than US$3.0 billion.

The Tender Offers are not contingent upon the tender of any minimum principal amount of Any and All Notes or Waterfall Notes.  The consummation of a Tender Offer is not conditioned on the consummation of the other Tender Offers.  Each Tender Offer is independent of the other Tender Offers, and PGF may withdraw or modify any Tender Offer without withdrawing or modifying other Tender Offers.  PGF reserves the right to waive any and all conditions to the Tender Offers. 

PGF has engaged Banco Bradesco BBI S.A., BB Securities Limited, BofA Securities, Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Scotia Capital (USA) Inc. to act dealer managers with respect to the Tender Offers.  Global Bondholder Services Corporation is acting as the depositary and information agent for the Tender Offers.

This press release is neither an offer to sell nor a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 

The Tender Offers are not being made to holders of Any and All Notes or Waterfall Notes in any jurisdiction in which PGF is aware that the making of the Tender 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 Tender Offers to be made by a licensed broker or dealer, the respective Tender 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 Tender Offers may be directed to Banco Bradesco BBI S.A. at +1 (646) 432-6643, BB Securities Limited at +44 (20) 7367-5803, BofA Securities, Inc. at +1 (888) 292-0070, Credit Suisse Securities (USA) LLC at +1 (800) 820-1653, J.P. Morgan Securities LLC at +1 (866) 834-4666 and Scotia Capital (USA) Inc. at +1 (800) 372-3930 (toll free) or +1 (212) 225-5559 (collect).  Requests for additional copies of the Tender Offer Documents may be directed to Global Bondholder Services Corporation at +1 (866) 470-3800 (toll-free) or +1 (212) 430-3774.  The Tender Offer Documents can be accessed at the following link: http://www.gbsc-usa.com/Petrobras/.

Documents related to the Tender Offers 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 to Purchase or any documents related to the Tender Offers, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The communication of this press release and any other documents or materials relating to the Tender 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. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.  The communication of such documents and/or materials as a financial promotion is only being directed at and made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or within Article 43(2) of the Order, or high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order (all such persons together being referred to as "relevant persons"). The Tender Offers are only available to, and Tender Offers will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on any document relating to the Tender Offers or any of its contents.

Forward-Looking Statements

This press release 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.

SOURCE Petróleo Brasileiro S.A. - Petrobras