Petrobras offers to purchase notes from 19 series for up to $4 billion

By Marisa Wong

Los Angeles, Sept. 10 – Brazil’s Petroleo Brasileiro SA – Petrobras announced that wholly owned subsidiary Petrobras Global Finance BV has begun offers to purchase for cash any and all of its outstanding notes from 19 series.

Petrobras Global Finance is offering to purchase notes from the following series, listed in order of acceptance priority level and with the consideration per $1,000, €1,000 or £1,000 principal amount, as applicable:

• $618.79 million outstanding 6 1/8% global notes due January 2022 (Cusip: 71647NAR0) at $1,071.50;

• €348,642,000 outstanding 5 7/8% global notes due March 2022 (ISIN: XS0716979595) at €1,090.00;

• $1,405,620,000 outstanding 4 3/8% global notes due May 2023 (Cusip: 71647NAF6) at $1,068.50;

• €371,256,000 outstanding 4Ό% global notes due October 2023 (ISIN: XS0835890350) at €1,094.00;

• $1,585,773,000 outstanding 6Ό% global notes due March 2024 (Cusip: 71647NAM1) at $1,133.50;

• €639,649,000 outstanding 4Ύ% global notes due January 2025 (ISIN: XS0982711714) at €1,126.25;

• $2,117,334,000 outstanding 5.299% global notes due January 2025 (Cusip: 71647NAT6, 71647NAV1, N6945AAJ6) at $1,115.00;

• $2,042,471,000 outstanding 8Ύ% global notes due May 2026 (Cusip: 71647NAQ2) at $1,290.50;

• £615,182,000 outstanding 6Ό% global notes due December 2026 (ISIN: XS0718502007) at £1,125.50;

• $2,267,504,000 outstanding 7 3/8% global notes due January 2027 (Cusip: 71647NAS8) at $1,216.00;

• $2,767,898,000 outstanding 5.999% global notes due January 2028 (Cusip: 71647NAW9, N6945AAK3, 71647NAY5) at $1,140.00;

• $1,588,527,000 outstanding 5Ύ% global notes due February 2029 (Cusip: 71647NAZ2) at $1,137.50;

• £390,878,000 outstanding 5 3/8% global notes due October 2029 (ISIN: XS0835891838) at £1,073.00;

• £460,316,000 outstanding 6 5/8% global notes due January 2034 (ISIN: XS0982711474) at £1,105.00;

• $1,093,129,000 outstanding 6 7/8% global notes due January 2040 (Cusip: 71645WAQ4) at $1,156.25;

• $1,058,788,000 outstanding 6Ύ% global notes due January 2041 (Cusip: 71645WAS0) at $1,145.00;

• $618,064,000 outstanding 5 5/8% global notes due May 2043 (Cusip: 71647NAA7) at $1,062.50;

• $1,647,605,000 outstanding 7Ό% global notes due March 2044 (Cusip: 71647NAK5) at $1,201.75; and

• $2.25 billion outstanding 6.9% global notes due March 2049 (Cusip: 71647NBD0) at $1,167.00.

The offers will expire at 5 p.m. ET on Sept. 16 and are expected to settle on Sept. 21.

Tenders under guaranteed delivery procedures are due by 5 p.m. ET on Sept. 18.

Notes tendered may be withdrawn at any time prior to 5 p.m. ET on Sept. 16.

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, each offer is conditioned on the aggregate consideration for all the offers, excluding accrued interest, not exceeding $4 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.

If the maximum consideration condition is not satisfied with respect to each series of notes for (i) a series of notes (the “first non-covered notes”) for which the maximum consideration is less than the sum of (a) the aggregate consideration for all tendered first non-covered notes and (b) the aggregate consideration for all tendered notes of all series having a higher acceptance priority level than the first non-covered notes, and (ii) all series of notes with an acceptance priority level lower than the first non-covered notes (together with the first non-covered notes, the “non-covered notes”), then PGF may, at any time at or prior to the expiration date,

• Terminate an offer with respect to one or more series of non-covered notes for which the maximum consideration condition has not been satisfied and promptly return all tendered notes of that series, and of any series of non-covered notes to the respective tendering holders; or

• Waive the maximum consideration condition with respect to one or more series of non-covered notes and accept all notes of that series, and of any series of notes having a higher acceptance priority level, tendered; or

• If there is any series of non-covered notes for which (i) the aggregate consideration necessary to purchase all tendered notes of that series, plus (ii) the aggregate consideration necessary to purchase all tendered notes of all series having a higher acceptance priority level than that series, other than any non-covered notes, are equal to, or less than, the maximum consideration, accept all tendered notes of all series having a lower acceptance priority level, until there is no series of notes with a higher or lower acceptance priority level to be considered for purchase for which the offer conditions are met.

The issuer 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.

BB Securities Ltd. (+44 20 7367 5800), Citigroup Global Markets Inc. (212 723-6106), Credit Suisse Securities (USA) LLC at (800 820-1653), Goldman Sachs & Co. LLC (212 902-6351 or 800 828-3182), Mizuho Securities USA LLC (212 205-7736 or 866 271-7403) and MUFG Securities Americas Inc. (212 405-7481) are 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.

The energy company is based in Rio de Janeiro.

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