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Published on 4/5/2022 in the Prospect News Emerging Markets Daily and Prospect News Liability Management Daily.

Petrobras starts tender offers for 19 series for up to $2 billion cap

By Rebecca Melvin

Concord, N.H., April 5 – Brazil’s Petroleo Brasileiro SA (Petrobras) announced that wholly owned subsidiary Petrobras Global Finance BV has begun cash tender offers for its outstanding dollar-denominated notes from 19 series for a maximum consideration of $2 billion, according to a company release.

Interest payments are not included in the maximum considerations.

Group one

Petrobras is offering to purchase up to $1 billion of the following notes in tender group one, listed in order of acceptance priority level with pricing based on a $1,000 principal amount and the following reference securities and spreads:

• $678,649,000 outstanding 6Ό% global notes due March 2024 (Cusip: 71647NAM1) at a hypothetical price of $1,057.51, with actual pricing to be determined using the 2.25% U.S. Treasury due March 31, 2024 and a fixed spread of 70 basis points;

• €446,148,000 outstanding 4Ύ% global notes due January 2025 (ISIN: XS0982711714) at a hypothetical price of €1,075.62, with actual pricing to be determined using the January 2025 interpolated swap rate and a fixed spread of 115 bps;

• $809,711,000 outstanding 5.299% global notes due January 2025 (Cusips: 71647NAT6, 71647NAV1, N6945AAJ6) at a hypothetical price of $1,051.82, with actual pricing to be determined using the 1.75% U.S. Treasury due March 15, 2025 and a fixed spread of 71 bps;

• $548,009,000 outstanding 8.75% global notes due May 2026 (Cusip: 71647NAQ2) at a hypothetical price of $1,180.32, with actual pricing to be determined using the 2.5% U.S. Treasury due March 31, 2027 and a fixed spread of 139 bps;

• £582,539,000 outstanding 6Ό% global notes due December 2026 (ISIN: XS0718502007) at a hypothetical price of £1,051.47, with actual pricing to be determined using the 0.375% U.K. Treasury due Oct. 22, 2026 and a fixed spread of 352 bps;

• $1,224,805,000 outstanding 7 3/8% global notes due January 2027 (Cusip: 71647NAS8) at a hypothetical price of $1,121.36, with actual pricing to be determined using the 2.5% U.S. Treasury due March 31, 2037 and a fixed spread of 195 bps;

• $1,510,525,000 outstanding 5.999% global notes due January 2028 (Cusip: 71647NAW9, N6945AAK3,71647NAY5) at a hypothetical price of $1,055.73, with actual pricing to be determined using the 2.5% U.S. Treasury due March 31, 2027 and a fixed spread of 232 bps;

• $694,659,000 outstanding 5Ύ% global notes due February 2029 (Cusip: 71647NAZ2) at a hypothetical price of $1,046.50, with actual pricing to be determined using the 1.875% U.S. Treasury due Feb. 15, 2032 and a fixed spread of 252 bps;

• £356,598,000 outstanding 5 3/8% global notes due October 2029 (ISIN: XS0835891838) at a hypothetical price of £978.37, with actual pricing to be determined using the 0.875% U.K. Treasury due Oct. 22, 2029 and a fixed spread of 427 bps; and,

• $1,552,169,000 outstanding 5.093% global notes due January 2030 (Cusips: 71647NBE8, 71647NBF5, N6945AAL1) at a hypothetical price of $1,004.24, with actual pricing to be determined using the 1.875% U.S. Treasury due Feb. 15, 2032 and a fixed spread of 261 bps.

Group two

In tender group two, Petrobras is offering to purchase up to $1 billion of the following notes, listed in order of acceptance priority level with the related pricing consideration information:

• $1,234,620,0000 outstanding 5½% global notes due June 2051 (Cusip: 71647NBJ7) at a hypothetical price of $876.23, with actual pricing to be determined using the 1.875% U.S. Treasury due Nov. 15, 2051 and a fixed spread of 395 bps;

• $409,167,000 outstanding 5 5/8% global notes due May 2043 (Cusip: 71647NAA7) at a hypothetical price of $943.64, with actual pricing to be determined using the 2.375% U.S. Treasury due Feb. 15, 2042 and a fixed spread of 345 bps;

• $692,398,000 outstanding 6Ύ% global notes due June 2050 (Cusip: 71647NBG3) at a hypothetical price of $987.97, with actual pricing to be determined using the 1.875% U.S. Treasury due Nov. 15, 2051 and a fixed spread of 435 bps;

• $1,070,033,000 outstanding 6.9% global notes due March 2049 (Cusip: 71647NBD0) at a hypothetical price of $1,011.47, with actual pricing to be determined using the 1.875% U.S. Treasury due Nov. 15, 2051 and a fixed spread of 431 bps;

• $1,767,676,000 outstanding 5.6% global notes due January 2031 (Cusip: 71647NBH1) at a hypothetical price of $1,017.16, with actual pricing to be determined using the 1.875% U.S. Treasury due Feb. 15, 2032 and a fixed spread of 293 bps;

• £441,746,000 outstanding 6 5/8% global notes due January 2034 (ISIN: XS0982711474) at a hypothetical price of £1,091.88, with actual pricing to be determined using the 4.5% U.K. Treasury due Sept. 7, 2034 and a fixed spread of 470 bps;

• $849,827,000 outstanding 6Ύ% global notes due January 2041 (Cusip: 71645WAS0) at a hypothetical price of $1,033.04, with actual pricing to be determined using the 2.375% U.S. Treasury due Feb. 15, 2042 and a fixed spread of 379 bps;

• $815,464,000 outstanding 6 7/8% global notes due January 2040 (Cusip: 71645WAQ4) at a hypothetical price of $1,046.27, with actual pricing to be determined using the 2.375% U.S. Treasury due Feb. 15, 2042 and a fixed spread of 378 bps; and

• $1,055,039,000 outstanding 7Ό% global notes due March 2044 (Cusip: 71647NAK5) at a hypothetical price of $1,058.73, with actual pricing to be determined using the 2.375% U.S. Treasury due Feb. 15, 2042 and a fixed spread of 408 bps.

Details

None of the series will be prorated. This may result in a series with a lower acceptance priority level being accepted for a series with a higher acceptance priority level.

Pricing will be set at 11 a.m. ET on April 11.

The offers will expire at 5 p.m. ET on April 11 and are expected to settle on April 14.

The guaranteed delivery date deadline is 5 p.m. ET on April 13.

BNP Paribas Securities Corp. (212 841-3059, 888 210-4358), Citigroup Global Markets Inc. (212 723-6106, 800 558-3745), HSBC Securities (USA) Inc. (212 710-6749, 888 HSBC-4LM), Mizuho Securities USA LLC (212 205-7736, 866 271-7403), Morgan Stanley & Co. LLC (212 761-1057, 800 624-1808) and Scotia Capital (USA) Inc. (212 225-5501, 833 498-1660) are the dealer managers for the offers.

Global Bondholder Services Corp. (855 654-2015, 212 430-3774, http://www.gbsc-usa.com/Petrobras/) is the depositary and information agent.

The energy company is based in Rio de Janeiro.


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