PDVSA Announces Settlement of the Exchange Offers of its Outstanding 5.250% Senior Notes due 2017 and 8.50% Senior Notes due 2017 for New 8.50% Senior Secured Notes due 2020

CARACAS, Venezuela, Oct. 28, 2016 /PRNewswire/ -- Petróleos de Venezuela, S.A. ("PDVSA" or the "Company") today announced the settlement of the exchange offers (the "Exchange Offers") of its 5.250% Senior Notes due 2017 (the "April 2017 Notes") and 8.50% Senior Notes due 2017 (the "November 2017 Notes," and together with the April 2017 Notes, the "Existing Notes") for new 8.50% Senior Secured Notes due 2020 (the "New Notes").

PDVSA today issued an aggregate principal amount of U.S.$3,367,529,000 of New Notes as consideration pursuant to the Exchange Offers. In addition, Holders who validly tendered Existing Notes received all accrued and unpaid interest on such Existing Notes for the period from the most recent interest payment date on such applicable Existing Notes until, but not including, October 28, 2016. Holders of the Existing Notes tendered U.S.$2,799,272,267 of Existing Notes, which was 39.43% of the aggregate principal amount outstanding.

The maturity date for the New Notes is October 27, 2020 (the "Maturity Date"). Interest on the New Notes will accrue from October 28, 2016 and will be payable on each October 27 and April 27, commencing on April 27, 2017. Principal payments on the New Notes will be payable in four equal installments on October 27, 2017, October 27, 2018, October 27, 2019 and on the Maturity Date.

The New Notes are secured by a first-priority security interest on 50.1% of the capital stock of CITGO Holding, Inc. and are unconditionally and irrevocably guaranteed by PDVSA Petróleo, S.A.

The Exchange Offers were made pursuant to the Offering Circular dated September 16, 2016, as supplemented by the Supplement dated September 26, 2016 (the "Offering Circular"), which sets forth the terms and conditions of the Exchange Offers, including the consideration paid as a result of the exchange. Capitalized terms not defined herein have their meanings set out in the Offering Circular. This press release is neither an offer to purchase nor a solicitation to buy any securities, nor is it a solicitation for acceptance of the Exchange Offers.

D.F. King & Co., Inc. has been appointed as the information agent and the exchange agent for the Exchange Offers. Holders of the Existing Notes may obtain copies of the Offering Circular from D.F. King & Co., Inc. by accessing the website https://sites.dfkingltd.com/pdvsa. Holders of the Existing Notes may contact the information agent in New York: (800) 431-9646 (toll free) or (212) 269-5550 (banks and brokerage firms), in London: +44 20 7920-9700 or e-mail at [email protected]. The CUSIPs/ISINs for the New Notes are 716558 AH4/US716558AH40 (Rule 144A) and P7807H AV7/USP7807HAV70 (Regulation S).

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SOURCE PDVSA