(Petrobras, 7.Jan.2019) — Petrobras announced the final results of its previously announced debt tender offers. As of 11:59 p.m., New York City time, on January 4, 2019 (the “Expiration Date”) holders of: (i) US$1,065,388,000 principal amount of the outstanding notes of the series set forth in the table below under the heading “Tender Group 1” (the “Tender Group 1 Notes”) and (ii) US$107,947,000 and £31,012,000 principal amount of the outstanding notes of the series set forth in the table below under the heading “Tender Group 2” (the “Tender Group 2 Notes” and, together with the Tender Group 1 Notes, the “Notes” and each a “series” of Notes), issued by its wholly-owned subsidiary Petrobras Global Finance B.V. (“PGF”), tendered their Notes, pursuant to PGF’s previously announced cash tender offers (the “Tender Offers”).
The total consideration payable for each series of Notes was determined by PGF, in part, pursuant to a modified “Dutch auction” as described in the offer to purchase dated December 6, 2018 (the “Offer to Purchase”). The clearing premium determined by PGF for the Tender Group 1 Notes was US$30.00 (the “Tender Group 1 Clearing Premium”), and the clearing premium determined by PGF for the Tender Group 2 Notes was US$37.50 (the “Tender Group 2 Clearing Premium”).
The following tables summarize the final tender results as of the Expiration Date, the principal amount of Notes that PGF has accepted for purchase and the approximate proration factor for each series of Notes:
Holders of US$12,000 principal amount of Tender Group 1 Notes tendered their Tender Group 1 Notes after the Early Tender Deadline and on or prior to the Expiration Date. Because the Tender Offers for Tender Group 1 Notes were oversubscribed at the Early Tender Deadline, Tender Group 1 Notes tendered after the Early Tender Deadline and on or prior to the Expiration Date have not been accepted for purchase and will be returned or credited without expense to the holder’s account.
Holders of US$326,000 principal amount of Tender Group 2 Notes tendered their Tender Group 2 Notes after the Early Tender Deadline and on or prior to the Expiration Date, and PGF has accepted for purchase all of such Notes. Holders of Tender Group 2 Notes that validly tendered after the Early Tender Deadline and on or prior to the Expiration Date will receive the applicable Tender Offer Consideration specified for each series in the table above under the heading “Tender Group 2,” and accrued and unpaid interest. The final settlement date on which PGF will make payment for Tender Group 2 Notes tendered after the Early Tender Deadline and on or prior to the Expiration Date and accepted for purchase is expected to be January 8, 2019 (the “Final Settlement Date”).
The total cash payment to purchase the accepted Tender Group 2 Notes on the Early Settlement Date and on the Final Settlement Date is approximately US$136.2 million based on the U.S. dollar exchange rate described herein, excluding accrued and unpaid interest.
Notes that have been validly tendered on or prior to the Expiration Date cannot be withdrawn, except as may be required by applicable law.
The Tender Offers have now expired. No Notes tendered after the Expiration Date will be accepted for purchase pursuant to the Tender Offers.
The exchange rate used to translate Pounds Sterling to U.S. dollars was US$1.2659 per Pound Sterling, the applicable exchange rate as of 2:00 p.m., New York City time on December 19, 2018, as reported on Bloomberg screen page “FXIP” under the heading “FX Rate vs. USD”.
The Tender Offers were made pursuant to the Offer to Purchase, and the related letter of transmittal dated December 6, 2018 (as amended or supplemented from time to time, the “Letter of Transmittal”), which set forth in more detail the terms and conditions of the Tender Offers.
PGF engaged BB Securities Limited, Credit Agricole Securities (USA) Inc., Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Mizuho Securities USA LLC to act as dealer managers (the “Dealer Managers”) in connection with the Tender Offers. Global Bondholder Services Corporation acted as the depositary and information agent for the Tender Offers.