RIO DE
JANEIRO, Sept. 10, 2024 /PRNewswire/ -- Petróleo
Brasileiro S.A. – Petrobras ("Petrobras") (NYSE: PBR) today
announced the expiration and expiration date results of the
previously announced cash tender offers (each, an "Offer" and
collectively, the "Offers") by its wholly-owned subsidiary,
Petrobras Global Finance B.V. ("PGF"), with respect to any and all
of its notes of the series set forth in the table below (the
"Notes" and such offers, the "Offers").
The following table sets forth certain information about the
Offers, including the aggregate principal amount of Notes validly
tendered and accepted for purchase in such Offers, and the
aggregate principal amount of Notes reflected in notices of
guaranteed delivery delivered at or prior to the Expiration Date
(as defined below):
Title of
Security
|
CUSIP/ISIN
|
Acceptance
Priority Level
|
Principal Amount
Outstanding(1)
|
Consideration(2)
|
Principal Amount
Tendered
|
Principal Amount
Accepted
|
Principal Amount
Reflected in
Notices of
Guaranteed
Delivery
|
5.093% Global Notes
Due January 2030
|
71647N BE8, 71647N
BF5, N6945A AL1 /
US71647NBE85,
US71647NBF50,
USN6945AAL19
|
1
|
US$560,542,000
|
US$991.15
|
US$180,759,000
|
US$180,759,000
|
US$1,000,000
|
5.600% Global Notes
Due January 2031
|
71647NBH1 /
US71647NBH17
|
2
|
US$1,040,365,000
|
US$998.00
|
US$204,845,000
|
US$204,845,000
|
US$12,294,000
|
5.500% Global Notes
Due June 2051
|
71647NBJ7 /
US71647NBJ72
|
3
|
US$666,283,000
|
US$849.33
|
US$101,858,000
|
US$101,858,000
|
US$12,637,000
|
5.625% Global Notes
Due May 2043
|
71647NAA7 /
US71647NAA72
|
4
|
US$361,065,000
|
US$910.30
|
US$19,915,000
|
US$19,915,000
|
US$10,000
|
6.750% Global Notes
Due June 2050
|
71647NBG3 /
US71647NBG34
|
5
|
US$416,884,000
|
US$980.26
|
US$218,989,000
|
US$218,989,000
|
US$4,586,000
|
6.900% Global Notes
Due March 2049
|
71647NBD0 /
US71647NBD03
|
6
|
US$670,445,000
|
US$1,000.00
|
US$203,322,000
|
US$203,322,000
|
US$1,100,000
|
_____________________________________________________________________________
(1)
|
Including Notes held
by Petrobras or its affiliates.
|
(2)
|
Per US$1,000 principal
amount of Notes validly tendered and accepted for purchase. The
applicable consideration does not include accrued and unpaid
interest on the Notes accepted for purchase from, and including,
the last interest payment date for the relevant series of Notes to,
but not including, the Settlement Date, which will be payable in
cash.
|
The Offers were made pursuant to the terms and conditions set
forth in the offer to purchase dated September 3, 2024 (the "Offer to Purchase" and,
together with the accompanying notice of guaranteed delivery, the
"Offer Documents").
The Offers expired at 5:00 p.m.,
New York City time, on
September 9, 2024 (the "Expiration
Date"). The settlement date with respect to the Offers is
expected to occur on September 13,
2024 (the "Settlement Date").
In order to be eligible to participate in the Offers, holders of
Notes reflected in notices of guaranteed delivery received by PGF
prior to the Expiration Date must deliver such Notes to PGF by
5:00 p.m., New York City time, on September 11, 2024 (the "Guaranteed Delivery
Date").
On the terms and subject to the conditions set forth in the
Offer to Purchase, PGF has accepted for purchase all of the Notes
validly tendered, and expects to accept all of the Notes for which
PGF has received notices of guaranteed delivery and that are
delivered on or prior to the Guaranteed Delivery Date.
The principal amount of Notes that will be purchased by PGF on
the Settlement Date is subject to change based on deliveries of
Notes pursuant to the guaranteed delivery procedures described in
the Offer to Purchase. A press release announcing the final
results of the Offers is expected to be issued on or promptly after
the Settlement Date.
The total cash payment to purchase Notes accepted and expected
to be accepted in the Offers, excluding accrued and unpaid
interest, will be approximately US$935.8
million, which will be funded with cash on hand.
All conditions described in the Offer to Purchase that were to
be satisfied or waived on or prior to the Expiration Date have been
satisfied.
PGF engaged BofA Securities, Inc. ("BofA"), Banco Bradesco BBI
S.A. ("Bradesco BBI"), HSBC Securities (USA) Inc. ("HSBC"), J.P. Morgan Securities LLC
("J.P. Morgan"), Mizuho Securities USA LLC ("Mizuho") and Morgan Stanley &
Co. LLC ("Morgan Stanley" and together with BofA, Bradesco BBI,
HSBC, J.P. Morgan and Mizuho, the "Dealer Managers") to act as
dealer managers with respect to the Offers. Global Bondholder
Services Corporation acted as the depositary and information agent
(the "Depositary") for the Offers.
This announcement is for informational purposes only, and does
not constitute an offer to purchase or a solicitation of an offer
to sell any securities.
Any questions or requests for assistance regarding the Offers
may be directed to BofA collect at +1 (646) 855-8988 or toll‐free
(U.S. only) at +1 (888) 292-0070, Bradesco BBI collect at +(646)
432-6643, HSBC collect at +1 (212) 525-5552 or toll-free (U.S.
only) at +1 (888) HSBC-4LM, J.P. Morgan collect at +1 (212) 834
2042 / +1 (212) 834-4533 or toll-free (U.S. only) at +1 (866)
834-4666 / +1 (866) 846-2874, Mizuho collect at +1 (212) 205-7736
or toll-free (U.S. only) at +1 (866) 271-7403 and Morgan Stanley
collect at +1 (212) 761-1057 or toll-free (U.S. only) at +1 (800)
624-1808. Requests for additional copies of the Offer
Documents may be directed to Global Bondholder Services Corporation
at +1 (855) 654-2014 (toll-free) or +1 (212) 430-3774 (banks and
brokers call). The Offer Documents can be accessed at the
following link: https://www.gbsc-usa.com/Petrobras/.
The Offers were made solely pursuant to the Offer
Documents. The Offer Documents 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
Documents or any other documents related to the Offers, and it is
unlawful and may be a criminal offense to make any representation
to the contrary.
Notice to Prospective Investors in the United Kingdom
The communication of this announcement and any other
documents or materials relating to the 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. This announcement and any
other documents related to the Offers are for distribution only to
persons who (i) have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"), (ii) are persons falling within Article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc.") of
the Order, (iii) are outside the United
Kingdom, (iv) are members or creditors of certain bodies
corporate as defined by or within Article 43(2) of the Order, or
(v) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000) in connection with the
issue, sale or offer to purchase of any securities may otherwise
lawfully be communicated or caused to be communicated (all such
persons together being referred to as "relevant persons").
This announcement and any other documents related to the Offers are
directed only at relevant persons and must not be acted on or
relied on by persons who are not relevant persons. Any
investment or investment activity to which this process release and
any other documents related to the Offers are available only to
relevant persons and will be engaged in only with relevant
persons.
Forward-Looking Statements
This announcement 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.
View original
content:https://www.prnewswire.com/news-releases/petrobras-announces-expiration-and-expiration-date-results-of-cash-tender-offers-302243536.html
SOURCE Petróleo Brasileiro S.A. - Petrobras