Petrobras in $3 Billion Offerings and Concurrent Liability Management

Cleary Gottlieb represented long-time client Petróleo Brasileiro S.A. (Petrobras) in an SEC-registered notes offering and concurrent liability management transaction.

The notes offering consisted of an offering of $750 million aggregate principal amount of 5.75% global notes due 2029 and $2.25 billion aggregate principal amount of 6.9% global notes due 2049. The notes were issued by Petrobras’ Dutch finance subsidiary, Petrobras Global Finance B.V. (PGF), are unconditionally and irrevocably guaranteed by Petrobras, and will be listed on the New York Stock Exchange. The offering priced on March 12, 2019, and closed on March 19, 2019.

PGF used the net proceeds from the notes offering to repurchase 10 different series of its outstanding notes pursuant to concurrent cash tender offers that launched on March 12, 2019. The tender offers consisted of a five-day any-and-all offer targeting one series of notes and conducted in accordance with SEC rules applicable to abbreviated tender offers, and a concurrent waterfall offer targeting nine series of notes and based on a cap of $4.5 billion minus the aggregate amount of cash used to fund the any-and-all offer.

The any-and-all offer expired on March 18, 2019, and settled on March 21, 2019. Petrobras repurchased approximately $1.5 billion principal amount of notes in the any-and-all offer. The waterfall offer had an early tender date of March 25, 2019, and early settled on March 27, 2019. Petrobras repurchased approximately $2.4 billion principal amount of notes in the early settlement of the waterfall offer. The waterfall offer will expire on April 8, 2019.

The firm has represented Petrobras for many years in significant SEC reporting, corporate governance, financing, and litigation matters.