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PETROBRAS ANNOUNCES EXPIRATION AND EXPIRATION DATE RESULTS OF CASH TENDER OFFERS

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Petróleo Brasileiro S.A. – Petrobras (NYSE: PBR) has successfully completed its cash tender offers for various series of notes. The offers expired on July 12, 2022, and the settlement date is expected on July 15, 2022. A total cash payment of approximately US$796.2 million is expected for the notes accepted. The offers included two tender groups, with detailed principal amounts and acceptance levels outlined for each group. All conditions for the offers were satisfied by the expiration date, ensuring the smooth completion of the process.

Positive
  • Total cash payment expected for notes accepted is approximately US$796.2 million.
  • All conditions for the tender offers were satisfied as of the expiration date.
Negative
  • None.

RIO DE JANEIRO, July 13, 2022 /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 (i) its notes of the series set forth in the table below under the heading "Tender Group 1" and (ii) its notes of the series set forth in the table below under the heading "Tender Group 2."  Tender Group 1 and Tender Group 2 are referred to herein individually as a "Tender Group" and collectively as the "Tender Groups."  The notes for each Tender Group are referred to herein collectively as the "Notes."

The following tables set forth certain information about the Offers for each Tender Group, including the aggregate principal amount of Notes validly tendered and accepted 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): 

Tender Group 1


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

6.250% GLOBAL NOTES DUE
MARCH 20
24


71647NAM1 /
US71647NAM11


1


US$593,396,000


US$1,025.47


US$17,957,000


US$17,957,000


US$5,185,000

4.750% GLOBAL NOTES DUE
JANUARY 2025


- / XS0982711714


2


€310,660,000


€1,017.45


€28,715,000


€28,715,000


-

5.299% GLOBAL NOTES DUE
JANUARY 2025


71647NAT6,

71647NAV1,

N6945AAJ6 /

US71647NAT63,

US71647NAV10,

USN6945AAJ62


3


US$663,099,000


US$1,018.00


US$14,558,000


US$14,558,000


US$75,000

8.750% GLOBAL NOTES DUE
MAY 2026


71647NAQ2 /
US71647NAQ25


4


US$446,205,000


US$1,125.48


US$14,766,000


US$14,766,000


US$1,100,000

6.250% GLOBAL NOTES DUE
DECEMBER 2026


- / XS0718502007


5


£566,110,000


£985.36


£75,612,000


£75,612,000


-

7.375% GLOBAL NOTES DUE
JANUARY 2027


71647NAS8 /
US71647NAS80


6


US$928,947,000


US$1,062.92


US$99,093,000


US$99,093,000


US$300,000

5.999% GLOBAL NOTES DUE
JANUARY 2028


71647NAW9,
N6945AAK3,
71647NAY5 /
US71647NAW92,
USN6945AAK36,
US71647NAY58


7


US$1,266,485,000


US$1,000.44


US$19,533,000


US$19,533,000


US$283,000

5.750% GLOBAL NOTES DUE
FEBRUARY 2029


71647NAZ2 /
US71647NAZ24


8


US$634,952,000


US$979.05


US$3,965,000


US$3,965,000


US$275,000

5.375% GLOBAL NOTES DUE
OCTOBER 2029


- / XS0835891838


9


£345,965,000


£897.62


£45,643,000


£45,643,000


-

5.093% GLOBAL NOTES DUE
JANUARY 2030


71647NBE8,
71647NBF5,

N6945AAL1 /
US71647NBE85,
US71647NBF50,
USN6945AAL19


10


US$716,179,000


US$928.56


US$13,691,000


US$13,691,000


US$75,000

5.600% GLOBAL NOTES DUE
JANUARY 2031


71647NBH1 /
US71647NBH17


11


US$1,422,035,000


US$935.09


US$12,539,000


US$12,539,000


US$4,226,000

6.625% GLOBAL NOTES DUE
JANUARY 2034


- / XS0982711474


12


£436,759,000


£933.56


£19,805,000


£19,805,000


-

















_____________________________________________________________________________

(1)

Including Notes held by Petrobras or its affiliates.

(2)

Per each US$1,000, €1,000 or £1,000, as applicable, principal amount of each series of Notes validly tendered and accepted for purchase. The applicable consideration does not include accrued and unpaid interest on the Notes accepted for purchase through the Settlement Date (as defined below), which will be payable in cash.



 

Tender Group 2


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

5.500% GLOBAL NOTES DUE
JUNE 2051


71647NBJ7 /
US71647NBJ72


1


US$993,780,000


US$780.84


US$71,439,000


US$71,439,000


US$558,000

5.625% GLOBAL NOTES DUE
MAY 2043


71647NAA7 /
US71647NAA72


2


US$400,753,000


US$853.58


US$4,483,000


US$4,483,000


US$137,000

6.750% GLOBAL NOTES DUE
JUNE 2050


71647NBG3 /
US71647NBG34


3


US$616,139,000


US$887.78


US$12,145,000


US$12,145,000


US$179,000

6.850% GLOBAL NOTES DUE
JUNE 2115


71647NAN9 /
US71647NAN93


4


US$2,162,705,000


US$839.85


US$209,931,000


US$209,931,000


US$2,200,000

6.900% GLOBAL NOTES DUE
MARCH 2049


71647NBD0 /
US71647NBD03


5


US$996,602,000


US$914.41


US$95,479,000


US$95,479,000


US$2,315,000

6.750% GLOBAL NOTES DUE
JANUARY 2041


71645WAS0 /
US71645WAS08


6


US$766,874,000


US$948.84


US$5,103,000


US$5,103,000


US$3,736,000

6.875% GLOBAL NOTES DUE
JANUARY 2040


71645WAQ4 /
US71645WAQ42


7


US$786,965,000


US$961.59


US$23,843,000


US$23,843,000


-

7.250% GLOBAL NOTES DUE
MARCH 2044


71647NAK5 /
US71647NAK54


8


US$1,023,732,000


US$968.50


US$23,700,000


US$23,700,000


US$100,000

















_____________________________________________________________________________

(1)

Including Notes held by Petrobras or its affiliates.

(2)

Per each US$1,000 principal amount of each series of Notes validly tendered and accepted for purchase. The applicable consideration does not include accrued and unpaid interest on the Notes accepted for purchase through 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 July 6, 2022 (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 July 12, 2022 (the "Expiration Date").  The settlement date with respect to the Offers is expected to occur on July 15, 2022 (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 July 14, 2022 (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 in Tender Group 1 validly tendered, and expects to accept all of the Notes in Tender Group 1 for which PGF has received notices of guaranteed delivery and that are delivered on or prior to 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 in Tender Group 2 validly tendered, and expects to accept all of the Notes in Tender Group 2 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$796.2 million.

The exchange rates used to calculate the maximum consideration payable for each Tender Group were £1.1888 per US$1.00 and €1.0050 per US$1.00, the applicable exchange rates as of 11:00 a.m., New York City time on the Expiration Date, as reported on Bloomberg screen page "FXIP" under the heading "FX Rate vs. USD."

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"), Credit Agricole Securities (USA) Inc. ("Credit Agricole CIB"), Deutsche Bank Securities Inc. ("Deutsche Bank Securities"), J.P. Morgan Securities LLC ("J.P. Morgan"), and SMBC Nikko Securities America, Inc. ("SMBC Nikko" and together with BofA, Bradesco BBI, Credit Agricole CIB, Deutsche Bank Securities and J.P. Morgan, 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 (646) 855-8988 or toll-free at (888) 292-0070, Bradesco BBI collect at (646) 432-6643, Credit Agricole CIB collect at (212) 261-7802 or toll-free at (866) 807-6030, Deutsche Bank Securities collect at collect at (212) 250-2955 or toll-free at (866) 627-0391, J.P. Morgan collect at (212) 834-2064 or toll-free at (866) 834-4666 and SMBC Nikko collect at (212) 224-5328 or toll-free at (888) 284-9760.  Requests for additional copies of the Offer Documents may be directed to Global Bondholder Services Corporation at +1 (855) 654-2015 (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 such related documents and/or materials 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 offer to purchase any securities may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons").  This announcement and any such related documents and/or materials 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 press release and any such related documents and/or materials are available only to 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.

 

Cision View original content:https://www.prnewswire.com/news-releases/petrobras-announces-expiration-and-expiration-date-results-of-cash-tender-offers-301585699.html

SOURCE Petróleo Brasileiro S.A. - Petrobras

FAQ

What was the total cash payment for Petrobras stock symbol PBR's cash tender offers?

The total cash payment for the tender offers is expected to be approximately US$796.2 million.

When did the cash tender offers for Petrobras (PBR) expire?

The cash tender offers expired on July 12, 2022.

What is the expected settlement date for Petrobras' tender offers?

The expected settlement date for the tender offers is July 15, 2022.

Were all conditions met for the Petrobras (PBR) tender offers?

Yes, all conditions for the tender offers were satisfied by the expiration date.

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