UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 6-K
REPORT OF FOREIGN
PRIVATE ISSUER
PURSUANT TO RULE
13a-16 OR 15d-16
UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month of
September, 2020
Commission File
Number 001-15106
PETRÓLEO
BRASILEIRO S.A. - PETROBRAS
(Exact name of registrant
as specified in its charter)
Brazilian Petroleum
Corporation - PETROBRAS
(Translation of Registrant's
name into English)
Avenida República
do Chile, 65
20031-912 - Rio de Janeiro, RJ
Federative Republic of Brazil
(Address of principal
executive office)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
PETROBRAS ANNOUNCES EXPIRATION AND
EXPIRATION
DATE RESULTS OF ITS CASH TENDER OFFERS
RIO DE JANEIRO, BRAZIL – September 16, 2020 –
Petróleo Brasileiro S.A. – Petrobras (“Petrobras”) (NYSE: PBR) today announced the expiration
and expiration date results of the previously announced offers to purchase for cash by its wholly-owned subsidiary Petrobras Global
Finance B.V. (“PGF”) of any and all of its outstanding notes of the series set forth in the table below (the
“Notes” and such offers, the “Offers”).
The Offers were made pursuant to the terms and conditions
set forth in the offer to purchase dated September 10, 2020 (the “Offer to Purchase” and, together with the
accompanying notice of guaranteed delivery, the “Offer Documents”).
The Offers expired at 5:00 p.m., New York City time, on September
16, 2020 (the “Expiration Date”). The settlement date with respect to the Offers will occur on September 21,
2020 (the “Settlement Date”).
The table below sets forth the aggregate principal amount
of Notes validly tendered in the Offers and not validly withdrawn, and the aggregate principal amount of Notes reflected in notices
of guaranteed delivery delivered, at or prior to the Expiration Date, the consideration payable for Notes accepted for purchase
in the Offers and the acceptance priority level (the “Acceptance Priority Level”) in connection with the Maximum
Consideration Condition described in the Offer to Purchase:
Title
of Security
|
CUSIP/ISIN
|
Acceptance
Priority Level
|
Principal
Amount Outstanding(1)
|
Consideration(2)
|
Principal
Amount Tendered by the Expiration Date
|
Principal
Amount Reflected in Notices of Guaranteed Delivery
|
Principal
Amount Expected to be Accepted
|
6.125% Global Notes
Due January 2022
|
71647N AR0 /
US71647NAR08
|
1
|
US$618,790,000
|
US$1,071.50
|
US$396,183,000
|
US$26,000
|
US$396,209,000
|
5.875% Global Notes
Due March 2022
|
– / XS0716979595
|
2
|
€348,642,000
|
€1,090.00
|
€194,470,000
|
-
|
€194,470,000
|
4.375% Global Notes
Due May 2023
|
71647N AF6 /
US71647NAF69
|
3
|
US$1,405,620,000
|
US$1,068.50
|
US$316,212,000
|
US$2,191,000
|
US$318,403,000
|
4.250% Global Notes
Due October 2023
|
– / XS0835890350
|
4
|
€371,256,000
|
€1,094.00
|
€37,673,000
|
-
|
€37,673,000
|
6.250% Global Notes
Due March 2024
|
71647NAM1 /
US71647NAM11
|
5
|
US$1,585,773,000
|
US$1,133.50
|
US$615,053,000
|
US$199,000
|
US$615,252,000
|
4.750% Global Notes
Due January 2025
|
– / XS0982711714
|
6
|
€639,649,000
|
€1,126.25
|
€98,678,000
|
-
|
€98,678,000
|
5.299% Global Notes
Due January 2025
|
71647N AT6, 71647N AV1,
N6945A AJ6 / US71647NAT63,
US71647NAV10, USN6945AAJ62
|
7
|
US$2,117,334,000
|
US$1,115.00
|
US$888,775,000
|
US$912,000
|
US$889,687,000
|
8.750% Global Notes
Due May 2026
|
71647N AQ2 /
US71647NAQ25
|
8
|
US$2,042,471,000
|
US$1,290.50
|
US$522,871,000
|
US$1,460,000
|
US$524,331,000
|
6.250% Global Notes
Due December 2026
|
– / XS0718502007
|
9
|
£615,182,000
|
£1,125.50
|
£32,643,000
|
-
|
£32,643,000
|
7.375% Global Notes
Due January 2027
|
71647N AS8 /
US71647NAS80
|
10
|
US$2,267,504,000
|
US$1,216.00
|
US$373,156,000
|
US$7,484,000
|
-
|
5.999% Global Notes
Due January 2028
|
71647NAW9, N6945AAK3,
71647NAY5 / US71647NAW92,
USN6945AAK36, US71647NAY58
|
11
|
US$2,767,898,000
|
US$1,140.00
|
US$416,635,000
|
US$1,766,000
|
-
|
5.750% Global Notes
Due February 2029
|
71647N AZ2 /
US71647NAZ24
|
12
|
US$1,588,527,000
|
US$1,137.50
|
US$259,065,000
|
-
|
US$259,065,000
|
5.375% Global Notes
Due October 2029
|
– / XS0835891838
|
13
|
£390,878,000
|
£1,073.00
|
£34,280,000
|
-
|
£34,280,000
|
6.625% Global Notes
Due January 2034
|
– / XS0982711474
|
14
|
£460,316,000
|
£1,105.00
|
£18,570,000
|
-
|
£18,570,000
|
6.875% Global Notes
Due January 2040
|
71645WAQ4 /
US71645WAQ42
|
15
|
US$1,093,129,000
|
US$1,156.25
|
US$91,795,000
|
US$9,000
|
-
|
6.750% Global Notes
Due January 2041
|
71645W AS0 /
US71645WAS08
|
16
|
US$1,058,788,000
|
US$1,145.00
|
US$149,982,000
|
US$8,000
|
-
|
5.625% Global Notes
Due May 2043
|
71647N AA7 /
US71647NAA72
|
17
|
US$618,064,000
|
US$1,062.50
|
US$74,229,000
|
US$15,000
|
-
|
7.250% Global Notes
Due March 2044
|
71647N AK5 /
US71647NAK54
|
18
|
US$1,647,605,000
|
US$1,201.75
|
US$50,268,000
|
US$2,329,000
|
-
|
6.900% Global Notes
Due March 2049
|
71647N BD0 /
US71647NBD03
|
19
|
US$2,250,000,000
|
US$1,167.00
|
US$159,347,000
|
US$13,614,000
|
-
|
|
__________________________________________
|
|
|
(1)
|
Including Notes held by Petrobras or its affiliates.
|
|
(2)
|
Per US$1,000, €1,000 or £1,000, as applicable, principal amount of Notes. Holders whose
Notes are accepted for purchase will be paid accrued and unpaid interest on such Notes from, and including, the last interest payment
date for the Notes to, but not including, the Settlement Date.
|
In order to be eligible to participate in the Offers, holders
of Notes reflected in notices of guaranteed delivery received by PGF prior to the Expiration Date must deliver such Notes to PGF
by 5:00 p.m., New York City time, on September 18, 2020 (the “Guaranteed Delivery Date”).
On the terms and subject to the conditions set forth in the
Offer to Purchase, because the purchase of all Notes validly tendered in the Offers would cause PGF to purchase an aggregate principal
amount of Notes that would result in an aggregate amount to be paid by PGF in excess of the Maximum Consideration described in
the Offer to Purchase, PGF expects that it will accept for purchase all of the Notes validly tendered, including Notes for which
PGF received notices of guaranteed delivery and that are delivered on or prior to the Guaranteed Delivery Date, in Acceptance Priority
Levels 1 through 9, 12, 13 and 14 (the “Covered Notes”). PGF expects to reject tenders of Notes, including Notes
for which PGF received notices of guaranteed delivery, in Acceptance Priority Levels 10, 11 and 15 through 19 (the “Non-Covered
Notes”). Non-Covered Notes will be returned or credited without expense to the holders’ accounts promptly after
the Expiration Date. The principal amount of Covered Notes that will be purchased by PGF on the Settlement Date is subject to change
based on deliveries of Covered Notes pursuant to the guaranteed delivery procedures described in the Offer to Purchase. A press
release announcing the final results of the Offers is expected to be issued on or promptly after the Settlement Date.
The total cash payment to purchase on the Settlement Date the
Covered Notes, excluding accrued and unpaid interest, will be approximately US$3,978 million based on the Pounds Sterling to U.S.
dollar exchange rate of US$1.2975 per Pound Sterling, and the Euro to U.S. dollar exchange rate of US$1.1828 per Euro, in each
case calculated as of 2:00 p.m., New York City time on the Expiration Date, as reported on Bloomberg screen page “FXIP”
under the heading “FX Rate vs. USD.”
# # #
PGF engaged BB Securities Limited, Citigroup Global Markets
Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and MUFG Securities Americas Inc.
to act as dealer managers with respect to the Offers (the “Dealer Managers”). Global Bondholder Services Corporation
acted as the depositary and information agent (the “Depositary”) for the Offers.
Any questions or requests for assistance regarding the Offers
may be directed to BB Securities Limited at +44 (207) 367-5800, Citigroup Global Markets Inc. at +1 (212) 723-6106, Credit Suisse
Securities (USA) LLC at +1 (800) 820-1653, Goldman Sachs & Co. LLC at +1 (212) 902-6351 or +1 (800) 828-3182 (toll-free),
Mizuho Securities USA LLC at +1 (212) 205-7736 or +1 (866) 271-7403 (toll free) and MUFG Securities Americas Inc.at +1 (212) 405-7481
or +1 (877) 744-4532 (toll free). Requests for additional copies of the Offer Documents may be directed to Global Bondholder Services
Corporation at +1 (866) 470-3800 (toll-free) or +1 (212) 430-3774. The Offer Documents can be accessed at the following link:
http://www.gbsc-usa.com/Petrobras/.
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an offer to sell any securities. The Offers were made solely pursuant
to the Offer Documents.
Documents related to the Offers have not been filed with,
and have not been approved or reviewed by any federal or state securities commission or regulatory authority of any country. No
authority has passed upon the accuracy or adequacy of the Offer Documents or any other documents related to the Offers, and it
is unlawful and may be a criminal offense to make any representation to the contrary.
The communication of this press release and any other
documents or materials relating to the Offers is not being made and such documents and/or materials have not been approved by an
authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. This press release and any other
documents related to the Offers are for distribution only to persons who (i) have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”),
(ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”)
of the Order, (iii) are outside the United Kingdom, (iv) are members or creditors of certain bodies corporate as defined by or
within Article 43(2) of the Order, or (v) are persons to whom an invitation or inducement to engage in investment activity (within
the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities
may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant
persons”). This press release and any other documents related to the Offers are directed only at relevant persons and must
not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this process
release and any other documents related to the Offer are available only to relevant persons and will be engaged in only with relevant
persons.
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking
statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties.
No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions.
Petrobras undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information
or future events or for any other reason.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
PETRÓLEO BRASILEIRO S.A--PETROBRAS
|
|
|
|
|
By:
|
/s/ Guilherme Rajime Takahashi Saraiva
|
|
|
Name: Guilherme Rajime Takahashi Saraiva
|
|
|
Title: Attorney in Fact
|
|
By:
|
/s/ Lucas Tavares de Mello
|
|
|
Name: Lucas Tavares de Mello
|
|
|
|
Title: Attorney in Fact
|
Date: September 17, 2020
Petroleo Brasileiro ADR (NYSE:PBR)
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