Cleary Gottlieb represented long-standing client Petróleo Brasileiro S.A. (Petrobras) in an abbreviated five-day exchange offer and a related tender offer targeting seven series of outstanding notes in an aggregate principal amount of approximately $7 billion.
Cleary also advised Petrobras in a concurrent new money offering of one series of U.S. dollar-denominated global notes issued pursuant to Rule 144A and Regulation S, with registration rights as consideration in the exchange offer, for a total aggregate principal amount of at least $1 billion of principal amount of new notes. The new notes offered in the exchange offer were issued by Petrobras’ Dutch finance subsidiary, Petrobras Global Finance B.V. (PGF), and are unconditionally and irrevocably guaranteed by Petrobras.
The new notes are listed on the Luxembourg Stock Exchange. The exchange offer and tender offer launched simultaneously on September 9, 2019, the new money offer priced on September 13, 2019, and the offers will close and settle simultaneously on September 18, 2019.
Abbreviated exchange offers are a new structure that was first sanctioned by the SEC in 2015. Traditional exchange offers are required to be open for 20 business days, but the new structure (which is described in a no-action letter requested by a group of law firms including Cleary) is only required to be open for five business days, which minimizes an issuer’s exposure to market volatility.
Petrobras is one of the world’s largest integrated oil and gas companies, engaging in a broad range of oil and gas activities. The firm has represented Petrobras for many years in significant SEC reporting, corporate governance, financing, and litigation matters.