Shearman & Sterling represented the underwriters and dealer managers in connection with Petrobras’ $1 billion SEC-registered notes offering and concurrent $2 billion cash tender offers.
The notes offering consisted of an offering of additional $1 billion aggregate principal amount of the existing 5.600 percent global notes due 2031. The notes, issued by Petrobras Global Finance B.V. (PGF), are guaranteed by Petróleo Brasileiro S.A. (Petrobras) and will be listed on the New York Stock Exchange. Proceeds from the notes offering will be used to repurchase notes from 10 different series of its outstanding notes pursuant to the concurrent cash tender offers.
The cash tender offers were structured with various features allowing for the purchase of any or all of one or more series of notes issued by PGF subject to the stated tender cap of $2 billion. This included a “knockout” feature that allowed PGF to refrain from purchasing all notes of a series tendered that would cause it to exceed the established tender cap. It also included a “hopscotch” feature that allowed PGF to skip over the series of notes that would have caused it to exceed the tender cap. This feature also allowed PGF to repurchase series of notes in subsequent acceptance priority levels as long as it could repurchase the full amount of tendered notes of each series without exceeding the tender cap.
The firm represented BofA Securities, Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC, Santander Investment Securities Inc. and Scotia Capital (USA) Inc. who acted as joint bookrunners and dealer managers.
The Shearman & Sterling team below also included visiting attorney Gabriela Cerqueira.