PETROBRAS ANNOUNCES OFFERING OF U.S. DOLLAR-DENOMINATED GLOBAL NOTES AND COMMENCEMENT OF CASH TENDER OFFERS
Petrobras (NYSE: PBR) announced that its subsidiary, Petrobras Global Finance B.V. (PGF), has launched a new series of U.S. dollar-denominated global notes and cash tender offers to purchase outstanding U.S. dollar-denominated notes. The new notes will be unsecured, guaranteed by Petrobras, and proceeds will be used to purchase tender notes and for general corporate purposes.
The tender offers aim to purchase up to $1.0 billion in certain notes, with varying acceptance priority levels and considerations. The offers will expire on September 9, 2024, with settlement expected by September 13, 2024. Conditions include the successful closure of the new notes offering and other customary conditions. BofA Securities, Bradesco BBI, HSBC, J.P. Morgan, Mizuho, and Morgan Stanley are acting as joint bookrunners and dealer managers.
The company sees this as part of its debt management strategy to maintain healthy debt levels. For more information, refer to the Offer Documents provided by the Dealer Managers or the SEC website.
Petrobras (NYSE: PBR) ha annunciato che la sua sussidiaria, Petrobras Global Finance B.V. (PGF), ha lanciato una nuova serie di note globali denominate in dollari statunitensi e offerte di acquisto in contante per acquistare note denominate in dollari statunitensi attualmente in circolazione. Le nuove note saranno non garantite, assicurate da Petrobras e i proventi saranno utilizzati per acquistare note tender e per scopi aziendali generali.
Le offerte tender mirano ad acquistare fino a $1,0 miliardo in alcune note, con vari livelli di priorità di accettazione e considerazioni. Le offerte scadranno il 9 settembre 2024, con liquidazione prevista entro il 13 settembre 2024. Le condizioni includono la chiusura riuscita dell'offerta di nuove note e altre condizioni abituali. BofA Securities, Bradesco BBI, HSBC, J.P. Morgan, Mizuho e Morgan Stanley agiscono come bookrunners e gestori delle offerte.
L'azienda vede questo come parte della sua strategia di gestione del debito per mantenere livelli di debito sani. Per ulteriori informazioni, fare riferimento ai Documenti di Offerta forniti dai Gestori delle Offerte o al sito web della SEC.
Petrobras (NYSE: PBR) anunció que su subsidiaria, Petrobras Global Finance B.V. (PGF), ha lanzado una nueva serie de notas globales denominadas en dólares estadounidenses y ofertas de compra en efectivo para adquirir notas denominadas en dólares estadounidenses en circulación. Las nuevas notas serán no garantizadas, garantizadas por Petrobras, y los ingresos se utilizarán para comprar notas tender y para fines corporativos generales.
Las ofertas tender buscan adquirir hasta $1.0 mil millones en ciertas notas, con diferentes niveles de prioridad de aceptación y consideraciones. Las ofertas vencerán el 9 de septiembre de 2024, con liquidación esperada para el 13 de septiembre de 2024. Las condiciones incluyen el cierre exitoso de la oferta de nuevas notas y otras condiciones habituales. BofA Securities, Bradesco BBI, HSBC, J.P. Morgan, Mizuho y Morgan Stanley actúan como corredores conjuntos y administradores de ofertas.
La empresa considera esto como parte de su estrategia de gestión de deuda para mantener niveles de deuda saludables. Para más información, consulte los Documentos de Oferta proporcionados por los Administradores de Ofertas o el sitio web de la SEC.
페트로브라스 (NYSE: PBR)는 자회사인 Petrobras Global Finance B.V. (PGF)가 미국 달러로 표시된 새로운 글로벌 채권 시리즈 및 현금 입찰 제안을 출시했다고 발표했습니다. 새로운 채권은 무담보로 발행되며 페트로브라스의 보증이 있으며, 그 수익금은 입찰 채권 구매 및 일반 기업 목적에 사용됩니다.
입찰 제안은 특정 채권에서 최대 10억 달러를 구매하는 것을 목표로 하며, 다양한 수용 우선 순위 수준과 고려 사항이 포함됩니다. 제안은 2024년 9월 9일에 만료되며, 결제는 2024년 9월 13일로 예상됩니다. 조건에는 새로운 채권 발행의 성공적인 마감 및 기타 관례적인 조건이 포함됩니다. BofA 증권, Bradesco BBI, HSBC, J.P. 모건, 미즈호 및 모건 스탠리가 공동 북런너 및 거래 관리자 역할을 하고 있습니다.
회사는 이를 건강한 부채 수준 유지를 위한 부채 관리 전략의 일환으로 보고 있습니다. 추가 정보는 거래 관리자가 제공하는 제안 문서나 SEC 웹사이트를 참조하시기 바랍니다.
Petrobras (NYSE: PBR) a annoncé que sa filiale, Petrobras Global Finance B.V. (PGF), a lancé une nouvelle série de billets globaux libellés en dollars américains et des offres d'achat en espèces pour acquérir des billets libellés en dollars américains en circulation. Les nouveaux billets seront non garantis, garantis par Petrobras, et les produits seront utilisés pour acheter des billets d'appel d'offres et pour des besoins d'entreprise généraux.
Les offres d'appel d'offres visent à acquérir jusqu'à 1,0 milliard de dollars en certaines notes, avec différents niveaux de priorité d'acceptation et de considérations. Les offres expireront le 9 septembre 2024, avec un règlement prévu d'ici le 13 septembre 2024. Les conditions incluent la clôture réussie de l'offre de nouveaux billets et d'autres conditions habituelles. BofA Securities, Bradesco BBI, HSBC, J.P. Morgan, Mizuho et Morgan Stanley agissent en tant que bookrunners conjoints et gestionnaires de l'offre.
L'entreprise considère cela comme une partie de sa stratégie de gestion de la dette pour maintenir un niveau de dette sain. Pour plus d'informations, consultez les documents d'offre fournis par les gestionnaires de l'offre ou le site Web de la SEC.
Petrobras (NYSE: PBR) hat bekannt gegeben, dass ihre Tochtergesellschaft, Petrobras Global Finance B.V. (PGF), eine neue Serie von globalen Anleihen in US-Dollar und Bargebotsangebote für den Erwerb ausstehender US-Dollar-Anleihen aufgelegt hat. Die neuen Anleihen werden unbesichert sein, durch Petrobras garantiert und die Erlöse werden verwendet, um Tenderanleihen zu kaufen und für allgemeine Unternehmenszwecke.
Die Gebotsangebote zielen darauf ab, bis zu 1,0 Milliarden US-Dollar in bestimmten Anleihen zu erwerben, mit unterschiedlichen Prioritätsstufen bei der Annahme und Überlegungen. Die Angebote laufen am 9. September 2024 aus, mit einer erwarteten Abrechnung bis zum 13. September 2024. Die Bedingungen umfassen den erfolgreichen Abschluss des Angebots neuer Anleihen und weitere übliche Bedingungen. BofA Securities, Bradesco BBI, HSBC, J.P. Morgan, Mizuho und Morgan Stanley agieren als gemeinsame Bookrunner und Händlermanager.
Das Unternehmen sieht dies als Teil seiner Schuldenmanagementstrategie an, um ein gesundes Schuldenniveau aufrechtzuerhalten. Weitere Informationen finden Sie in den von den Händlermanagern bereitgestellten Angebotsunterlagen oder auf der SEC-Website.
- Launch of a new series of U.S. dollar-denominated global notes may enhance liquidity.
- Intended proceeds to be used for debt reduction and general corporate purposes.
- Tender offers target up to $1.0 billion in debt, potentially reducing interest expenses.
- Tender offers are subject to market conditions and may not be fully subscribed.
- Total proceeds from new notes may not meet expectations, affecting debt management goals.
- Failure to meet the Maximum Consideration Condition could lead to partial or non-acceptance of tendered notes.
Insights
Petrobras' announcement of a new U.S. dollar-denominated global notes offering and cash tender offers for existing notes is a strategic move to manage its debt profile. The company aims to raise up to
- Lower overall interest expenses if new notes are issued at lower rates
- Extend debt maturities, improving the company's liquidity profile
- Demonstrate proactive financial management, which may be viewed positively by investors
However, the impact on Petrobras' balance sheet will depend on the final terms of the new notes and the success of the tender offers. Investors should monitor the pricing and uptake of these transactions to assess their effectiveness in optimizing Petrobras' capital structure.
This financial maneuver by Petrobras reflects the broader trends in the oil and gas sector, where companies are focusing on financial flexibility and resilience. In an industry characterized by volatile commodity prices and increasing pressure from energy transition, Petrobras' move to refinance its debt is prudent. Key points to consider:
- The company's emphasis on maintaining a "healthy level" of debt for its size and segment indicates a conservative financial approach
- By potentially extending debt maturities, Petrobras could better align its financial obligations with long-term project timelines typical in the oil industry
- The consideration of sustainability factors in selecting bookrunners suggests Petrobras is mindful of ESG concerns, which could positively impact investor perception
This transaction, while not directly impacting operations, demonstrates Petrobras' proactive approach to financial management in a challenging industry environment.
New Notes Offering
The New Notes will be unsecured obligations of PGF and will be fully, unconditionally and irrevocably 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 September 3, 2024 (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 for each series of Tender Notes (the "Consideration") 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):
Title of Security | CUSIP/ISIN | Acceptance | Principal Amount | Consideration(2) |
| 71647N BE8, 71647N BF5, | 1 | ||
| 71647NBH1 / US71647NBH17 | 2 | ||
| 71647NBJ7 / US71647NBJ72 | 3 | ||
| 71647NAA7 / US71647NAA72 | 4 | ||
| 71647NBG3 / US71647NBG34 | 5 | ||
| 71647NBD0 / US71647NBD03 | 6 | ||
(1) | Including Notes held by Petrobras or its affiliates. | ||
(2) | Per | ||
The Tender Offers will expire at 5:00 p.m.,
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.,
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, subject to applicable law, 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 Tender 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 "Maximum Consideration Condition"), the aggregate Consideration for the Tender Offers, excluding the Accrued Interest with respect to each series (the "Aggregate Consideration"), not exceeding
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 6 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 Non-Covered 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:
- the Aggregate Consideration necessary to purchase all validly tendered Tender Notes of such series, plus
- 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 are 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, PGF will assume that all Tender Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase will be duly delivered at or prior to the Guaranteed Delivery Date and it 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.
PGF may, in its sole discretion, waive any one or more of the conditions at any time, including the Maximum Consideration Condition with respect to any Tender Offer, even if the series of Tender Notes relating to such an Tender Offer has a lower Acceptance Priority Level than other Non-Covered Tender Notes with a higher Acceptance Priority Level.
PGF expressly reserves the right, subject to applicable law, to: (i) delay accepting the Tender Notes or extend the Expiration Date or, if the conditions to the Tender Offers are not satisfied, terminate such Tender Offers at any time and not accept the Tender Notes; and (ii) if the conditions to the Tender Offers are not satisfied, amend or modify at any time, the terms of the Tender Offers in any respect, including by waiving, where possible, any conditions to consummation of the Tender Offers.
If PGF exercises any such right 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. If the Maximum Consideration Condition is not satisfied with respect to a series of Tender Notes, elections to the guaranteed delivery procedures will be promptly rejected with respect to such series.
Petrobras believes that the operation is in line with the company's debt management policy, maintaining its commitment to controlling debt at what it considers to be a healthy level for companies of Petrobras' segment and size.
PGF has engaged BofA Securities, Inc. ("BofA"), Bradesco BBI S.A. ("Bradesco BBI"), HSBC Securities (
This announcement is for informational purposes only, and does not constitute or form part of any offer to purchase or invitation to sell or a solicitation of an offer to sell or purchase any securities.
There shall be no offer or sale of the New Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. PGF and Petrobras have filed a registration statement, including a prospectus with the
The Tender Offers are not being made to holders of Tender Notes in any jurisdiction in which PGF is aware that the making of the Tender Offers would not be in compliance with the laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on PGF's behalf by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. Any questions or requests for assistance regarding the Tender Offers may be directed to BofA collect at +1 (646) 855-8988 or toll‐free (
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Tender Notes as to when such intermediary would need to receive instructions from such holder in order for that holder to be able to participate in, or withdraw their instruction to participate in, a Tender Offer, before the deadlines specified herein and in the Offer Documents. The deadlines set by any such intermediary and the relevant clearing systems for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer Documents.
The Tender Offers are being 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 Tender Offers, and it is unlawful and may be a criminal offense to make any representation to the contrary.
The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"); and the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the New Notes to be offered so as to enable an investor to decide to purchase or subscribe the New Notes. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and the New Notes will not be offered or sold or otherwise made available to any retail investor in the EEA.
Each person in a Member State of the EEA who acquires any New Notes under, the offers to the public contemplated in the New Notes Offering, or to whom the New Notes are otherwise made available, will be deemed to have represented, warranted, acknowledged and agreed to and with each underwriter and PGF that it and any person on whose behalf it acquires New Notes is: (1) a "qualified investor" within the meaning of the Prospectus Regulation; and (2) not a "retail investor" (as defined above).
The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the
Each person in the
The communication of this announcement and any other documents or materials relating to the New Notes Offering and the Tender 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 New Notes Offering and the Tender 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
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.
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SOURCE Petróleo Brasileiro S.A. - Petrobras
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