Petrobras gives tender results for 10 series of dollar, euro notes

By Marisa Wong

Los Angeles, Oct. 20 – Petroleo Brasileiro SA – Petrobras announced the expiration date results of wholly owned subsidiary Petrobras Global Finance BV’s cash tender offers to purchase any and all of its outstanding dollar- and euro-denominated notes from 10 series.

The offers began on Oct. 13 and expired at 5 p.m. ET on Oct. 19.

As of the expiration time, holders had tendered the following notes, listed in order of acceptance priority level and with the consideration per $1,000 or €1,000 principal amount, as applicable:

• $103,108,000 of the $1,088,508,000 outstanding 4 3/8% global notes due May 2023 (Cusip: 71647NAF6), with $329,000 tendered under guaranteed delivery procedures, at $1,074.50;

• €37,185,000 of the €333,583,000 outstanding 4¼% global notes due October 2023 (ISIN: XS0835890350) at €1,102.50;

• $60,228,000 of the $970,703,000 outstanding 6¼% global notes due March 2024 (Cusip: 71647NAM1), with $2.92 million tendered under guaranteed delivery procedures, at $1,137.00;

• €94,823,000 of the €540,971,000 outstanding 4¾% global notes due January 2025 (ISIN: XS0982711714) at €1,132.00;

• $116,017,000 of the $1,227,647,000 outstanding 5.299% global notes due January 2025 (Cusip: 71647NAT6, 71647NAV1, N6945AAJ6), with $9,637,000 tendered under guaranteed delivery procedures, at $1,123.50;

• $150.34 million of the $1,518,936,000 outstanding 8¾% global notes due May 2026 (Cusip: 71647NAQ2), with $1,205,000 tendered under guaranteed delivery procedures, at $1,286.25;

• $433,231,000 of the $2,267,504,000 outstanding 7 3/8% global notes due January 2027 (Cusip: 71647N AS8), with $2,096,000 tendered under guaranteed delivery procedures, at $1,214.00;

• $542,566,000 of the $2,767,898,000 outstanding 5.999% global notes due January 2028 (Cusip: 71647NAW9, N6945AAK3, 71647NAY5), with $1.3 million tendered under guaranteed delivery procedures, at $1,141.75;

• $96,386,000 of the $1,329,462,000 outstanding 5¾% global notes due February 2029 (Cusip: 71647NAZ2), with $153,000 tendered under guaranteed delivery procedures, at $1,136.25; and

• $553,171,000 of the $4,115,281,000 outstanding 5.093% global notes due January 2030 (Cusip: 71647NBE8, 71647NBF5, N6945AAL1), with $11,179,000 tendered under guaranteed delivery procedures, at $1,086.50.

Petrobras Global will accept for purchase all of the tendered notes under each series except for the 5.093% notes due 2030. None of those tenders will be accepted for purchase.

The final amount of notes to be purchased is subject to change based on deliveries of notes under guaranteed delivery procedures, the company noted. Tenders under guaranteed delivery procedures are due by 5 p.m. ET on Oct. 21.

Tenders may no longer be withdrawn.

In addition to the consideration, the company will also pay accrued interest to but excluding the settlement date, which is expected to be Oct. 22.

The company estimates that the total cash payment to purchase the accepted notes, excluding interest, will be $1.95 billion.

The company said it will issue a press release announcing the final tender results on or right after the settlement date.

All conditions to the offer, including the pricing condition, have been satisfied as of the expiration date.

As previously announced, the offers are not contingent on the tender of any minimum principal amount of notes, and each offer is independent of and not conditioned on completion of the other offers.

However, the offers are conditioned on Petrobras completing a concurrent offering of new dollar-denominated notes, proceeds of which will be used to fund the tender offers.

Each tender offer is conditioned on the aggregate consideration for all the offers, excluding accrued interest, not exceeding $2 billion and on the maximum consideration being sufficient to pay the consideration for all notes of the respective series, after paying for all notes having a higher acceptance priority level.

The issuer had noted that it is possible that a series of notes with a particular acceptance priority level will fail to meet the conditions 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 notes is accepted for purchase, all notes of that series that are tendered will be accepted for purchase.

BofA Securities, Inc. (646 855-8988 or 888 292-0070), Deutsche Bank Securities Inc. (800 503-4611), HSBC Securities (USA) Inc. (866 811-8049), Itau BBA USA Securities, Inc. (212 710–6749 or 888 770-4828), J.P. Morgan Securities LLC (212 834-4533 or 866 846-2874), Santander Investment Securities Inc. (855 403-3636) and Scotia Capital (USA) Inc. (800 372-3930) are the dealer managers for the offers.

Global Bondholder Services Corp. (866 470-3800 or 212 430-3774, http://www.gbsc-usa.com/Petrobras/) is the depositary and information agent.

Petrobras is an oil and gas company based in Rio de Janeiro.

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