6-K 1 tm2032940-11_6k.htm FORM 6-K

 

 

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 FINAL RESULTS OF ITS CASH TENDER OFFERS

 

RIO DE JANEIRO, BRAZIL – October 22, 2020 – Petróleo Brasileiro S.A. – Petrobras (“Petrobras”) (NYSE: PBR) today announced the final 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”) and settled 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 or validly delivered through guaranteed delivery procedures, the aggregate principal amount of Tender Notes that PGF accepted for purchase, and the consideration payable for such Tender Notes.

 

Title of Security  CUSIP/ISIN  Acceptance
Priority Level		  Principal Amount
Outstanding(1)  		  Consideration(2)   Principal Amount
Tendered		  Principal Amount
Accepted
4.375% Global Notes
Due May 2023		  71647N AF6 /
US71647NAF69		  1  US$1,088,508,000  US$1,074.50  US$103,437,000  US$103,437,000
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$62,699,000  US$62,699,000
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$117,893,000  US$117,893,000
8.750% Global Notes
Due May 2026		  71647N AQ2 /
US71647NAQ25		  6  US$1,518,936,000  US$1,286.25  US$151,545,000  US$151,545,000
7.375% Global Notes
Due January 2027		  71647N AS8 /
US71647NAS80		  7  US$2,267,504,000  US$1,214.00  US$434,851,000  US$434,851,000
5.999% Global Notes
Due January 2028		  71647NAW9,
N6945AAK3,
71647NAY5 /
US71647NAW92,
USN6945AAK36,
US71647NAY58		  8  US$2,767,898,000  US$1,141.75  US$543,866,000  US$543,866,000
5.750% Global Notes
Due February 2029		  71647N AZ2 /
US71647NAZ24		  9  US$1,329,462,000  US$1,136.25  US$96,539,000  US$96,539,000
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$557,558,000  -

  

 

(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. Holders whose Tender Notes were accepted for purchase were paid accrued and unpaid interest on such Tender Notes from, and including, the last interest payment date for the Tender Notes to, but not including, the Settlement Date.

 

The aggregate amount paid by PGF to holders whose Tender Notes were accepted for purchase, excluding accrued and unpaid interest, is US$1,943 million.

 

 

 

 

# # #

 

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. collect at toll free (U.S. only) +1 (866) 627-0391 or toll at +1 (212) 250-2955, HSBC Securities (USA) Inc. collect at toll free (U.S. only) +1 (888) HSBC-4LM, 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
    Guilherme Rajime T Saraiva
    Attorney-in-Fact    
     
  By: /s/ Lucas Tavares de Mello
    Lucas Tavares de Mello
    Attorney-in-Fact  

 

Date: October 22, 2020