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PDVSA Announces Pricing of Tender Offer and Consent Solicitation for Cerro Negro...

Wed Dec 26, 2007 8:24pm EST
PDVSA Announces Pricing of Tender Offer and Consent Solicitation for Cerro Negro Project Bonds

CARACAS, Venezuela--(Business Wire)--Petroleos de Venezuela, S.A. ("PDVSA") today announced the pricing
of its previously announced cash tender offer and consent solicitation
for any and all of the outstanding 7.33% bonds due 2009 (CUSIP Nos.
156877AA0/G2025MAA9; ISIN No. USG2025MAA92) (the "2009 Bonds"), 7.90%
bonds due 2020 (CUSIP Nos. 156877AB8/G2025MAB7; ISIN No. USG2025MAB75)
(the "2020 Bonds") and 8.03% bonds due 2028 (CUSIP Nos.
156877AC6/G2025MAC5; ISIN No. USG2025MAC58) (the "2028 Bonds" and,
together with the 2020 Bonds and the 2009 Bonds, collectively, the
"Bonds") issued by Cerro Negro Finance, Ltd. in connection with the
Cerro Negro extra-heavy crude oil project in the Orinoco Belt region.
The tender offer and consent solicitation are being made pursuant to
an Offer to Purchase and Consent Solicitation Statement, dated
November 29, 2007 (the "Offer to Purchase") and related Consent and
Letter of Transmittal (the "Letter of Transmittal").

   The applicable purchase price for each $1,000 principal amount of
each Series of Bonds (the "Offer Consideration") validly tendered on
or prior to midnight, New York City time, on December 27, 2007, the
expiration date, and accepted for purchase by PDVSA will be $1,019.19
per $1,000 principal amount of the 2009 Bonds, $1,080.00 per $1,000
principal amount of the 2020 Bonds, and $1,124.95 per $1,000 principal
amount of the 2028 Bonds.

   The payment date for validly tendered and accepted Bonds is
currently expected to be Friday, December 28, 2007. As provided in the
Offer to Purchase, the Offer Consideration was determined as of 2:00
p.m., New York City time today, December 26, 2007, by reference to (i)
for the 2009 Bonds, a fixed spread of 30 basis points over the yield
to maturity based on the close price of the 4.75% U.S. Treasury Note
due February 28, 2009, (ii) for the 2020 Bonds, a fixed spread of 50
basis points over the yield to maturity based on the close price of
the 4.25% U.S. Treasury Note due November 15, 2017, and (iii) for the
2028 Bonds, a fixed spread of 50 basis points over the yield to
maturity based on the close price of the 5.00% U.S. Treasury Note due
May 15, 2037, together with any accrued but unpaid interest up to but
not including the payment date for the Bonds. The yield to maturity of
the respective U.S. Treasury reference securities as of the price
determination date was determined to be 3.312% for the 2009 Bonds,
4.255% for the 2020 Bonds and 4.656% for the 2028 Bonds.

   As of 5:00 p.m., New York City time, on December 26, 2007, PDVSA
had received valid tenders and consents from holders of approximately
$454,500,000 in aggregate principal amount of the Bonds, representing
approximately 96.7% of the outstanding Bonds.

   Lazard Freres & Co. LLC is the Dealer Manager and Solicitation
Agent for the tender offer and consent solicitation and may be
contacted at (312) 407-6674 (call collect). Requests for documents may
be directed to Global Bondholder Services Corporation, the Information
Agent, at (212) 430-3774 (call collect) or (866) 470-3700 (toll free).

   This announcement is not an offer to purchase or the solicitation
of an offer to sell the Bonds. The tender offer for the Bonds and the
related consent solicitation is only being made pursuant to the Offer
to Purchase and the related Letter of Transmittal.

   About PDVSA

   PDVSA is a corporation (sociedad anonima) organized under the laws
of the Bolivarian Republic of Venezuela ("Venezuela"). PDVSA is the
holding company of a group of oil and gas companies engaged in
exploration, development and production (upstream) operations in
Venezuela, and sales, marketing, refining, transportation,
infrastructure, storage and shipping (downstream) operations in
Venezuela, the Caribbean, North America, South America and Europe.
PDVSA indirectly owns 100% of CITGO Petroleum Corporation, a refiner
and marketer of transportation fuels, petrochemicals and other
industrial oil-based products in the United States.

Petroleos de Venezuela, S.A.
Juan Montes
+1 646-723-2088

Copyright Business Wire 2007



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