Petrobras launches any-and-all, waterfall offers for 10 note series

By Marisa Wong

Morgantown, W.Va., March 12 – Petroleo Brasileiro SA announced that wholly owned subsidiary Petrobras Global Finance BV has begun cash tender offers to purchase some of its outstanding dollar- and euro-denominated notes.

Petrobras Global is offering to purchase for cash any and all of its $3,117,147,000 outstanding 4 3/8% global notes due May 2023.

Under separate waterfall offers, the company is also offering to purchase notes from nine series for an aggregate purchase price, excluding accrued interest, of up to $3.2 billion minus the aggregate amount, excluding accrued interest, that holders are entitled to receive for 2023 notes tendered and accepted for purchase under the any-and-all offer.

Any-and-all offer

The any-and-all offer expires at 5 p.m. ET on March 18.

The issuer is offering to purchase the 2023 notes at $1,015 for each $1,000 principal amount.

The company will also pay accrued interest from, and including, the last interest payment date for the 2023 notes to, but not including, the settlement date.

Settlement of the any-and-all offer is expected to on March 21.

Tenders may be withdrawn at any time prior to 5 p.m. ET on March 18.

The deadline for tenders delivered under guaranteed delivery procedures is 5 p.m. ET on March 20.

Waterfall offers

Petrobras Global is offering to purchase the following outstanding notes under the waterfall offers, listed with the notes in order of acceptance priority and the total consideration per $1,000 or €1,000 principal amount:

• $3,539,166,000 of 5.299% global notes due January 2025 at $1,018.75;

• $1,103,876,000 of 5 3/8% global notes due January 2021 at $1,036.25;

• $1,296,881,000 of 6 1/8% global notes due January 2022 at $1,062.50;

• $2,439,500,000 of 6¼% global notes due March 2024 at $1,067.50;

• €283.29 million of 3¾% global notes due January 2021 at €1,063.75;

• $901,967,000 of 8 3/8% global notes due May 2021 at $1,105.00;

• €454,807,000 of 4¼% global notes due October 2023 at €1,105.00;

• €800 million of 4¾% global notes due January 2025 at €1,110.00; and

• €600 million of 5 7/8% global notes due March 2022 at €1,136.25.

The total consideration includes an early tender premium of $30 or €30 per $1,000 or €1,000 principal amount of notes tendered by 5 p.m. ET on March 25, the early tender date.

Holders tendering after the early deadline will only be eligible to receive the tender consideration equal to the total consideration less the early tender premium.

The waterfall offers expire at 11:59 p.m. ET on April 8.

Tenders may be withdrawn at any time prior to 5 p.m. ET on March 25.

The company will also pay accrued interest to but excluding the applicable settlement date.

The company said it may choose to accept early tendered notes on an early acceptance date.

Notes accepted for purchase may be subject to proration if the waterfall tender cap is exceeded. The company said it has the option to increase the tender cap.

The tender offers are conditioned on Petrobras completing an offering of new notes for proceeds of at least $2 billion.

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

BNP Paribas Securities Corp. (212 841-3059), Banco Bradesco BBI SA (646 432-6643), Citigroup Global Markets Inc. (800 558-3745 and 212 723-6106), Goldman Sachs & Co. LLC (212 902-6351 or 800 828-3182), HSBC Securities (USA) Inc. (212 525-0238) and Santander Investment Securities Inc. (855 404-3636 or 212 940-1442) are lead dealer managers for the tender offers. ABN Amro Securities (USA) LLC, BBVA Securities Inc. and Commerz Markets LLC are co-dealer managers.

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

Petrobras is a Rio de Janeiro-based oil and gas company.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.