Petróleo Brasileiro S.A. – Petrobras announces that its wholly-owned subsidiary, Petrobras Global Finance B.V. (“PGF”), has commenced (i) an offering of U.S. dollar-denominated global notes in the international capital markets (the “New Notes”), subject to market and other conditions (the “New Notes Offering”), and (ii) cash tender offers to purchase any and all of certain of its outstanding U.S. dollar-denominated notes (the “Tender Notes” and such offers, the “Tender Offers”).
New Notes Offering
The New Notes will be unsecured obligations of PGF and will be fully and unconditionally 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.
The Tender Offers are being made pursuant to the terms and conditions set forth in the offer to purchase, dated June 2, 2021 (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 (the “Consideration”) for Tender Notes 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):
(1) Including Notes (as defined below) held by Petrobras or its affiliates.
(2) Per US$1,000 principal amount of Notes validly tendered and accepted for purchase, based on the fixed spread for the applicable series of Notes plus the yield calculated to the applicable maturity date or par call date, as applicable, based on the bid-side price of the Reference U.S. Treasury Security for that series as of 11:00 a.m. (New York City time) on June 8, 2021 (such date and time with respect to an Offer (as defined below), as it may be extended with respect to such Offer, the “Price Determination Date”). The information related to consideration provided in the above table is for illustrative purposes only and was calculated based on the yield calculated to the applicable maturity date or par call date, as applicable, based on the bid-side price of the applicable Reference U.S. Treasury Security for each series of Notes as of 4:00 p.m. (New York City time) on June 1, 2021. We make no representation with respect to the actual consideration that may be paid in connection with the Offers, and such amounts may be greater or less than those shown in the above table depending on the yield of the applicable Reference U.S. Treasury Security on the Price Determination Date. The applicable Consideration (as defined below) 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.
(3) The par call date for this series of Notes is December 3, 2049, or six months prior to the scheduled maturity date
The applicable Consideration for each series of Tender Notes will be determined at 11:00 a.m., New York City time, on the Price Determination Date. The Tender Offers will expire at 5:00 p.m., New York City time, on June 8, 2021 unless extended with respect to a Tender Offer (such date and time, as the same may be extended with respect to a Tender Offer, the “Expiration Date”). Tender Notes validly tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on June 8, 2021, unless extended with respect to a Tender Offer, but not thereafter. The settlement date of the Tender Offers will occur promptly following the Expiration Date, expected to be no later than three business days following the Expiration Date, which is expected to be June 11, 2021 (the “Settlement Date”).
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., New York City time, on the second business day after the Expiration Date, which is expected to be June 10, 2021 (the “Guaranteed Delivery Date”), will be eligible to receive the applicable Consideration determined as described in the Offer to Purchase, as well as accrued and unpaid interest from, and including, the last interest payment date for the Tender Notes to, but not including, the Settlement Date (the “Accrued Interest”).
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