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 October 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 – October 19, 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 “Tender Notes” and such offers, the “Tender Offers”).
The Tender Offers were made pursuant to the terms and conditions
set forth in the offer to purchase dated October 13, 2020 (the “Offer to Purchase” and, together with the
accompanying notice of guaranteed delivery, the “Offer Documents”).
The Tender Offers expired at 5:00 p.m., New York City time,
on October 19, 2020 (the “Expiration Date”). The settlement date with respect to the Tender Offers is expected
to occur on October 22, 2020 (the “Settlement Date”).
The table below sets forth the aggregate principal amount of
Tender Notes validly tendered in the Tender Offers and not validly withdrawn, and the aggregate principal amount of Tender Notes
reflected in notices of guaranteed delivery delivered, at or prior to the Expiration Date, the consideration payable for Tender
Notes accepted for purchase in the Tender 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
|
Principal
Amount
Accepted
|
Principal
Amount
Reflected in Notices of
Guaranteed Delivery
|
4.375% Global Notes
Due May 2023
|
71647N AF6 /
US71647NAF69
|
1
|
US$1,088,508,000
|
US$1,074.50
|
US$103,108,000
|
US$103,108,000
|
US$329,000
|
4.250% Global Notes
Due October 2023
|
– / XS0835890350
|
2
|
€333,583,000
|
€1,102.50
|
€37,185,000
|
€37,185,000
|
-
|
6.250% Global Notes
Due March 2024
|
71647NAM1 /
US71647NAM11
|
3
|
US$970,703,000
|
US$1,137.00
|
US$60,228,000
|
US$60,228,000
|
US$2,920,000
|
4.750% Global Notes
Due January 2025
|
– / XS0982711714
|
4
|
€540,971,000
|
€1,132.00
|
€94,823,000
|
€94,823,000
|
-
|
5.299% Global Notes
Due January 2025
|
71647N AT6, 71647N AV1,
N6945A AJ6 / US71647NAT63,
US71647NAV10, USN6945AAJ62
|
5
|
US$1,227,647,000
|
US$1,123.50
|
US$116,017,000
|
US$116,017,000
|
US$9,637,000
|
8.750% Global Notes
Due May 2026
|
71647N AQ2 /
US71647NAQ25
|
6
|
US$1,518,936,000
|
US$1,286.25
|
US$150,340,000
|
US$150,340,000
|
US$1,205,000
|
7.375% Global Notes
Due January 2027
|
71647N AS8 /
US71647NAS80
|
7
|
US$2,267,504,000
|
US$1,214.00
|
US$433,231,000
|
US$433,231,000
|
US$2,096,000
|
5.999% Global Notes
Due January 2028
|
71647NAW9, N6945AAK3,
71647NAY5 / US71647NAW92,
USN6945AAK36, US71647NAY58
|
8
|
US$2,767,898,000
|
US$1,141.75
|
US$542,566,000
|
US$542,566,000
|
US$1,300,000
|
5.750% Global Notes
Due February 2029
|
71647N AZ2 /
US71647NAZ24
|
9
|
US$1,329,462,000
|
US$1,136.25
|
US$96,386,000
|
US$96,386,000
|
US$153,000
|
5.093% Global Notes
Due January 2030
|
71647N BE8, 71647N BF5,
N6945A AL1 / US71647NBE85,
US71647NBF50, USN6945AAL19
|
10
|
US$4,115,281,000
|
US$1,086.50
|
US$553,171,000
|
-
|
US$11,179,000
|
__________________________________________
|
(1)
|
Including Tender Notes held by Petrobras or its affiliates.
|
|
(2)
|
Per US$1,000 or €1,000, as applicable, principal amount of Tender Notes. In addition, PGF will pay accrued and unpaid
interest as described below.
|
In order to be eligible to participate in the Tender Offers,
holders of Tender Notes reflected in notices of guaranteed delivery received by PGF prior to the Expiration Date must deliver such
Tender Notes to PGF by 5:00 p.m., New York City time, on October 21, 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 Tender Notes validly tendered in the Tender Offers would cause PGF to purchase an
aggregate principal amount of Tender 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 has accepted for purchase all of the Tender Notes validly tendered, and expects
to accept all of the Tender 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 (the “Covered Notes”). PGF has rejected
tenders of Tender Notes, including Tender Notes for which PGF received notices of guaranteed delivery, in Acceptance Priority Level
10 (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 Tender 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, assuming all notices of guaranteed delivery have been delivered to PGF prior
to the Guaranteed Delivery Date, will be approximately US$1,953 million based on the Euro to U.S. dollar exchange rate of US$1.1780
per Euro, 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.”
All conditions described in the Offer to Purchase that were
to be satisfied or waived on or prior to the Expiration Date, including the Pricing Condition (as such term is defined in the Offer
to Purchase), were satisfied on or prior to the Expiration Date.
# # #
PGF engaged 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. to act as dealer managers with respect to the Tender Offers (the “Dealer Managers”).
Global Bondholder Services Corporation acted as the depositary and information agent (the “Depositary”) for
the Tender Offers.
Any
questions or requests for assistance regarding the Tender Offers may be directed to BofA Securities, Inc. collect at +1 (646)
855-8988 or toll free at +1(888)-292-0070, Deutsche Bank Securities Inc. toll free (U.S. only) at +1 (866) 627-0391 or toll at
+1 (212) 250-2955, HSBC Securities (USA) Inc. collect at +1 (866) 811-8049, Itau BBA USA Securities, Inc. collect at
+1 (212) 710-6749 or toll-free (U.S. only) at +1 (888) 770-4828, J.P. Morgan Securities LLC collect at +1 (212) 834-4533 or toll-free
(U.S. only) at +1 (866) 846-2874, Santander Investment Securities Inc. collect at +1 (855) 403-3636 and Scotia Capital (USA) Inc.
toll-free (U.S. only) at +1 (800) 372-3930. 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 Tender Offers were made solely pursuant to
the Offer Documents. The Offer Documents 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 Tender Offers, and it is unlawful and may be a criminal offense to make any representation
to the contrary.
The communication of this announcement and any other documents
or materials relating to the Tender 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 announcement and any other documents
related to the Tender 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 announcement and
any other documents related to the Tender 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 announcement and any other documents
related to the Tender Offers are available only to relevant persons and will be engaged in only with relevant persons.
Forward-Looking Statements
This announcement 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 T. Saraiva
|
|
Name:
|
Guilherme Rajime
T. Saraiva
|
|
Title:
|
Attorney in Fact
|
Date: October 20, 2020
|
|
|
|
|
|
|
By:
|
/s/ Lucas Tavares de Mello
|
|
Name:
|
Lucas Tavares de Mello
|
|
Title:
|
Attorney in Fact
|
Petroleo Brasileiro ADR (NYSE:PBR)
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