Consent solicitation relating to PIFCo 9.125% notes due 2013, 7.75% notes due 2014 and 8.375% notes due 2018
RIO DE JANEIRO, March 11, 2013 /PRNewswire/ — Petroleo Brasileiro S.A. – Petrobras announces that its wholly owned subsidiary Petrobras International Finance Company (the “Company” or “PifCo”), a company incorporated with limited liability under the laws of the Cayman Islands, today announced that it is soliciting consents, upon the terms and subject to the conditions set forth in the consent solicitation statement (as it may be amended and supplemented from time to time, the “Consent Solicitation Statement”) and in the accompanying letter of consent (the “Letter of Consent”), to certain amendments (the “Proposed Amendments”) to the Indenture, dated as of July 19, 2002, (as amended as of the date hereof, the “Indenture”), between the Company, Petroleo Brasileiro S.A. – Petrobras (“Petrobras”), as guarantor, and The Bank of New York Mellon (as successor to JPMorgan Chase Bank) (the “Trustee”), as trustee, pursuant to which the 9.125% Notes due 2013 (CUSIP No. 71645WAG6/ISIN US71645WAG69) (“the 2013 Notes”), the 7.75% Notes due 2014 (CUSIP No. 71645WAJ0/ISIN US71645WAJ09) (the “2014 Notes”) and the 8.375% Notes due 2018 (CUSIP No. 71645WAH4/ISIN US71645WAH43) (the “2018 Notes” and, together with the 2013 Notes and the 2014 Notes, the “Notes”) were issued. The Consent Solicitation Statement is being furnished by the Company to holders of the Notes (the “Holders”) as of the close of business on March 8, 2013 (the “Record Date”) in connection with the consent solicitation contemplated by the Consent Solicitation Statement and the Letter of Consent (the “Consent Solicitation”).
The Consent Solicitation will expire at 5:00 p.m., New York City time, on March 22, 2013 unless earlier terminated or extended by the Company (such time and date, as they may be extended, the “Expiration Time”). Holders who desire to be eligible to receive the Consent Payment (as defined below) must validly consent to the Proposed Amendments prior to the Expiration Time. Consents may be revoked at any time prior to the earlier of the time at which PifCo, Petrobras and the Trustee execute the Supplemental Indenture(s) (the “Effective Time”) and the Expiration Time. Consents delivered after the Effective Time but prior to the Expiration Time will be irrevocable. The Company’s obligation to pay the Consent Payment is subject to a number of conditions described in the Consent Solicitation Statement.
The Company is soliciting consents to the Proposed Amendments that would modify the existing merger covenant of the Indenture to eliminate the requirement that any successor entity to PifCo, as a result of a merger, consolidation or similar transaction, be a company incorporated in the Cayman Islands. The foregoing description of the Proposed Amendments does not purport to be complete, and is qualified in its entirety by the description of the proposed amendments included in the Consent Solicitation Statement. The Proposed Amendments constitute a single proposal to which consenting Holders must consent in its entirety.
Petrobras is conducting the Consent Solicitation because it has determined that it is more efficient, from a tax perspective, to re-domicile PifCo to a jurisdiction outside the Cayman Islands. Petrobras guarantees, and will continue to guarantee, all of PifCo’s debt obligations through full and unconditional guarantees of payment.
Per the terms and subject to the conditions of the Consent Solicitation, if the Company receives the Requisite Consents, the Company will pay to The Depository Trust Company or the Tabulation Agent (as defined below) the aggregate Consent Payment due to each Holder who has validly delivered and not validly revoked a Consent prior to the Expiration Time. The Consent Payment will be U.S.$1.25 for each U.S.$1,000 in principal amount of Notes with respect to which a Consent has been validly delivered prior to the Expiration Time (the “Consent Payment”). Other than the Consent Payment, Holders will receive no consideration for granting any consent solicited pursuant to the Consent Solicitation Statement. In the event that the Consent Solicitation is withdrawn or otherwise not completed, or all conditions to any of the Consent Solicitations have not been met or waived, the Consent Payment will not be paid or become payable to the Holders who have validly delivered consents in connection with such Consent Solicitation.
The Company has engaged J.P. Morgan Securities LLC (“J.P. Morgan”) to act as the Solicitation Agent (the “Solicitation Agent”) for the Consent Solicitations and Global Bondholder Services Corporation to act as the Tabulation Agent and the Information Agent for the Consent Solicitations. Any questions or requests for assistance regarding the Consent Solicitations may be directed to J.P. Morgan at (866) 846-2874 (toll-free) or (212) 834-2052 (collect). Requests for additional copies of the Consent Solicitation Statement, the Letter of Consent and related documents may be directed to Global Bondholder Services Corporation at (866) 736-2200 (toll-free).
This press release is for informational purposes only and is not a solicitation of consents. The Consent Solicitations are only being made pursuant to the Consent Solicitation Statement and the related Letter of Consent. The Consent Solicitations are not being made to Holders of Notes in any jurisdiction in which we are aware that the making of the Consent Solicitation or the acceptance of Consents would not be in compliance with the laws of such jurisdiction. The Consent Solicitations are being made only to specified eligible Holders of Notes, as set forth in the Consent Solicitation Statement. In any jurisdiction in which the securities laws or blue sky laws require the Consent Solicitations to be made by a licensed broker or dealer, the respective Consent Solicitation will be deemed to be made on our behalf by the Solicitation Agent or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
SOURCE Petroleo Brasileiro S.A.