(Petrobras, 13.Oct.2020) — Petrobras’ wholly-owned subsidiary, Petrobras Global Finance B.V. (PGF), has commenced (i) an offering of additional notes of its 5.600% Global Notes due 2031 (CUSIP No. 71647NBH1/ ISIN No. US71647NBH17) (the “New Notes”), subject to market and other conditions (the “New Notes Offering”), and (ii) cash tender offers to purchase any and all of certain of its outstanding U.S. dollar- and Euro-denominated notes (the “Tender Notes” and such offers, the “Tender Offers”).
New Notes Offering
The New Notes will be unsecured obligations of PGF and will be fully and unconditionally guaranteed by Petrobras. PGF intends to use the net proceeds from the sale of the New Notes to purchase Tender Notes that PGF accepts for purchase in the Tender Offers, and to use any remaining net proceeds for general corporate purposes.
Tender Offers
The Tender Offers are being made pursuant to the terms and conditions set forth in the offer to purchase, dated 13 October 2020 (the “Offer to Purchase” and, together with the accompanying notice of guaranteed delivery, the “Offer Documents”).
The following table sets forth the series of Tender Notes subject to the Tender Offers, the consideration payable (the “Consideration”) for Tender Notes accepted for purchase in the Tender Offers and the acceptance priority level (the “Acceptance Priority Level”) in connection with the Maximum Consideration Condition (as defined below):
The Tender Offers will expire at 5:00 p.m., New York City time, on 19 October, unless extended with respect to a Tender Offer (such date and time, as the same may be extended with respect to a Tender Offer, the “Expiration Date”). Tender Notes validly tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on 19 October, unless extended with respect to a Tender Offer, but not thereafter. The settlement date of the Tender Offers will occur promptly following the Expiration Date, expected to be no later than three business days following the Expiration Date, which is expected to be 22 October (the “Settlement Date”).
Holders of Tender Notes who (1) validly tender and do not validly withdraw their Tender Notes on or prior to the 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 Expiration Date, and deliver their Tender Notes on or prior to 5:00 p.m., New York City time, on the second business day after the Expiration Date, which is expected to be 21 October (the “Guaranteed Delivery Date”), will be eligible to receive the applicable Consideration indicated in the table above, as well as accrued and unpaid interest from, and including, the last interest payment date for the Tender Notes to, but not including, the Settlement Date (the “Accrued Interest”).
The Tender Offers are not contingent upon the tender of any minimum principal amount of Tender 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 will not be obligated to (i) accept for purchase any validly tendered Tender Notes or (ii) pay any cash amounts or complete the Tender Offers, unless certain conditions are satisfied or waived prior to the Expiration Date, including:
– customary conditions such as that PGF will not be obligated to consummate the Tender Offers upon the occurrence of an event or events that would or might reasonably be expected to prohibit, restrict or delay the consummation of the Tender Offers or materially impair the contemplated benefits to PGF of the Tender Offers, and
– the entry by PGF prior to the Expiration Date into an underwriting agreement, on terms and conditions reasonably satisfactory to PGF, for the New Notes Offering yielding net proceeds to PGF sufficient to fund, in addition to available cash, the Maximum Consideration (as defined below) and Accrued Interest due to holders of Tender Notes tendered in the Tender Offers.
PGF will not be obligated to (i) accept for purchase any validly tendered Notes or (ii) pay any cash amounts or complete the Tender Offers, unless the New Notes Offering successfully closes and PGF receives the net proceeds therefrom on or prior to the Settlement Date.
PGF’s obligation to accept for purchase, and to pay the applicable Consideration for a particular series of Tender Notes validly tendered pursuant to the Tender Offers is also subject to, and conditioned upon, the aggregate Consideration for the Tender Offers, excluding Accrued Interest with respect to each series (the “Aggregate Consideration”), not exceeding $2bn (the “Maximum Consideration”), and on the Maximum Consideration being sufficient to pay the Aggregate Consideration for all Tender Notes of such series (after paying the
Aggregate Consideration for all validly tendered Tender Notes that have a higher Acceptance Priority Level) (the “Maximum Consideration Condition”).
If the Maximum Consideration Condition is not satisfied with respect to each series of Tender Notes for (i) a series of Tender Notes (the “First Non-Covered Tender Notes”) for which the Maximum Consideration is less than the sum of (x) the aggregate Consideration for all validly tendered First Non-Covered Tender Notes and (y) the Aggregate Consideration for all validly tendered Tender Notes of all series, having a higher Acceptance Priority Level (with 1 being the highest Acceptance Priority Level and 10 being the lowest Acceptance Priority Level) than the First Non-Covered Tender Notes, and (ii) all series of Tender Notes with an Acceptance Priority Level lower than the First Non-Covered Tender Notes (together with the First Non-Covered Tender Notes, the “Non-Covered Tender Notes”), then PGF may, at any time at or prior to the Expiration Date:
(a) terminate a Tender Offer with respect to one or more series of Non-Covered Tender Notes for which the Maximum Consideration Condition has not been satisfied and promptly return all validly tendered Tender Notes of such series, and of any series of Non-Covered Tender Notes to the respective tendering holders; or
(b) waive the Maximum Consideration Condition with respect to one or more series of NonCovered Tender Notes and accept all Tender Notes of such series, and of any series of Tender Notes having a higher Acceptance Priority Level, validly tendered; or
(c) if there is any series of Non-Covered Tender Notes for which:
1. the Aggregate Consideration necessary to purchase all validly tendered Tender Notes of such series, plus
2. the Aggregate Consideration necessary to purchase all validly tendered Tender Notes of all series having a higher Acceptance Priority Level than such series of Tender Notes, other than any Non-Covered Tender Notes, are equal to, or less than, the Maximum Consideration, accept all validly tendered Tender Notes of all series having a lower Acceptance Priority Level, until there is no series of Tender Notes with a higher or lower Acceptance Priority Level to be considered for purchase for which the conditions set forth above are met.
It is possible that a series of Tender Notes with a particular Acceptance Priority Level will fail to meet the conditions set forth above and therefore will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level is accepted for purchase. If any series of Tender Notes is accepted for purchase under the Tender Offers, all Tender Notes of that series that are validly tendered will be accepted for purchase.
For purposes of determining whether the Maximum Consideration Condition is satisfied, we will assume that all Tender Notes tendered pursuant to the Guaranteed Delivery Procedures will be duly delivered at or prior to the Guaranteed Delivery Date and we will not subsequently adjust the acceptance of the Tender Notes in accordance with the Acceptance Priority Levels if any such Tender Notes are not so delivered. In determining the Maximum Consideration available for purchases pursuant to the Tender Offers, the aggregate U.S. dollar-equivalent principal amount of Tender Notes denominated in Euro tendered and accepted in the Tender Offers shall be calculated at the applicable exchange rate, as of 2:00 p.m., New York City time, on the 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 (as defined below) with quotes as of a time as close as reasonably possible to the aforementioned).
PGF may, in its sole discretion, waive any one or more of the conditions at any time.
If PGF terminates any Tender Offer with respect to one or more series of Tender Notes, it will give written notice thereof to the Depositary (as defined below) and will make a public announcement thereof as promptly as practicable and all Tender Notes tendered pursuant to such terminated Tender Offer(s) and not accepted for payment will be returned promptly to the tendering holders thereof. With effect from such termination, any Tender Notes blocked at the relevant clearing system will be released. If the Maximum Consideration Condition is not satisfied with respect to a series of Notes, elections to the guaranteed delivery procedures will be promptly rejected with respect to such series.
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