UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGNPRIVATE ISSUER
PURSUANT TO RULE 13a-16OR 15d-16
UNDER THE SECURITIESEXCHANGE ACT OF 1934
For the month of September,2024
Commission File Number001-15106
PETROLEO BRASILEIROS.A. - PETROBRAS
(Exact name of registrantas specified in its charter)
Brazilian PetroleumCorporation - PETROBRAS
(Translation of Registrant'sname into English)
Avenida Henrique Valadares,28
20241-030 - Rio de Janeiro, RJ
Federative Republic of Brazil
(Address of principalexecutive office)
Indicate by check mark whether the registrant files or will file annualreports
under cover of Form 20-F or Form 40-F.
Form 20-F
x
Form40-F
..
PETROBRAS ANNOUNCES OFFERINGOF U.S. DOLLAR-DENOMINATED GLOBAL NOTES AND
COMMENCEMENT OF CASH TENDER OFFERS
RIO DE JANEIRO, BRAZIL - September 3, 2024 -
PetroleoBrasileiro S.A. - Petrobras ("
Petrobras
") (NYSE: PBR) announces that its wholly-owned subsidiary, PetrobrasGlobal
Finance B.V. ("
PGF
"), has commenced (i) an offering of a new series of U.S. dollar-denominated
global notesin the international capital markets (the "
New Notes
"), subject to market and other conditions (the "
NewNotes Offering
"), and (ii) cash tender offers to purchase any and all of certain of its
outstanding U.S. dollar-denominatednotes (the "
Tender Notes
" and such offers, the "
Tender Offers
").
New Notes Offering
The New Notes will be unsecured obligations of PGF and will be fully,uncondition
ally and irrevocably guaranteed by Petrobras. PGF intends to use the net
proceeds from the sale of the New Notes to purchaseTender Notes that PGF
accepts for purchase in the Tender Offers, and to use any remaining net
proceeds for general corporate purposes.
Tender Offers
The Tender Offers are being made pursuant to the terms and conditionsset forth
in the offer to purchase, dated September 3, 2024 (the "
Offer to Purchase
" and, together with the accompanyingnotice of guaranteed delivery, the "
Offer Documents
").
The following table sets forth the series of Tender Notes subjectto the Tender
Offers, the consideration payable for each series of Tender Notes (the "
Consideration
") accepted forpurchase in the Tender Offers and the acceptance priority level
(the "
Acceptance Priority Level
") in connection withthe Maximum Consideration Condition (as defined below):
Title of CUSIP/ISIN Acceptance Principal Consideration
Security Priority Amount (2)
Level Outstanding
(1)
5.093% Global Notes 71647N BE8, 71647N BF5, N6945A AL1 / 1 US$ 560,542,000 US$ 991.15
Due January 2030 US71647NBE85, US71647NBF50, USN6945AAL19
5.600% Global Notes 71647NBH1 / 2 US$ 1,040,365,000 US$ 998.00
Due January 2031 US71647NBH17
5.500% Global Notes 71647NBJ7 / 3 US$ 666,283,000 US$ 849.33
Due June 2051 US71647NBJ72
5.625% Global Notes 71647NAA7 / 4 US$ 361,065,000 US$ 910.30
Due May 2043 US71647NAA72
6.750% Global Notes 71647NBG3 / 5 US$ 416,884,000 US$ 980.26
Due June 2050 US71647NBG34
6.900% Global Notes 71647NBD0 / 6 US$ 670,445,000 US$ 1,000.00
Due March 2049 US71647NBD03
(1) Including Notes held by Petrobras or its affiliates.
(2) Per US$1,000 principal amount of each series of Notes validly tendered and accepted for
purchase. In addition, PGF will pay accrued and unpaid interest as set forth below.
The Tender Offers will expire at 5:00 p.m., New York City time, onSeptember 9,
2024, unless extended with respect to a Tender Offer (such date and time, as
the same may be extended with respect to aTender Offer, the "
Expiration Date
"). Tender Notes validly tendered may be withdrawn at any time prior to 5:00
p.m.,New York City time, on September 9, 2024, unless extended with respect to
a Tender Offer, but not thereafter. The settlement date ofthe Tender Offers
will occur promptly following the Expiration Date, expected to be no later
than four business days following the ExpirationDate, which is expected to be
September 13, 2024 (the "
Settlement Date
").
Holders of Tender Notes who (1) validly tender and do not validlywithdraw
their Tender Notes on or prior to the Expiration Date or (2) deliver a
properly completed and duly executed notice of guaranteeddelivery and other
required documents pursuant to the guaranteed delivery procedures described in
the Offer to Purchase on or prior tothe Expiration Date, and deliver their
Tender Notes on or prior to 5:00 p.m., New York City time, on the second
business day followingthe Expiration Date, which is expected to be September
11, 2024 (the "
Guaranteed Delivery Date
"), will be eligibleto receive the applicable Consideration indicated in the
table above, as well as accrued and unpaid interest from, and including,
thelast interest payment date for the Tender Notes to, but not including, the
Settlement Date (the "
Accrued Interest
").
The Tender Offers are not contingent upon the tender of any minimumprincipal
amount of Tender Notes. The consummation of a Tender Offer is not conditioned
on the consummation of the other Tender Offers.Each Tender Offer is
independent of the other Tender Offers, and PGF may, subject to applicable
law, withdraw or modify any Tender Offerwithout withdrawing or modifying other
Tender Offers.
PGF will not be obligated to (i) accept for purchase any validly tenderedTender
Notes or (ii) pay any cash amounts or complete the Tender Offers, unless
certain conditions are satisfied or waived prior to theExpiration Date,
including:
- customary conditions such as that PGF will not be obligated to consummate the Tender
Offers upon the occurrence of an event or events that would or might reasonably
be expected to prohibit, restrict or delay the consummation of the Tender Offers
or materially impair the contemplated benefits to PGF of the Tender Offers, and
- the entry by PGF prior to the Expiration Date into an underwriting agreement, on terms and
conditions reasonably satisfactory to PGF, for the New Notes Offering yielding net proceeds to
PGF sufficient to fund, in addition to available cash, the Maximum Consideration (as defined
below) and Accrued Interest due to holders of Tender Notes tendered in the Tender Offers.
PGF will not be obligated to (i) accept for purchase any validly tenderedTender
Notes or (ii) pay any cash amounts or complete the Tender Offers, unless the
New Notes Offering successfully closes and PGF receivesthe net proceeds
therefrom on or prior to the Settlement Date.
PGF's obligation to accept for purchase, and to pay the applicableConsideration
for a particular series of Tender Notes validly tendered pursuant to the
Tender Offers is also subject to, and conditionedupon (the "
Maximum Consideration Condition
"), the aggregate Consideration for the Tender Offers, excluding the
AccruedInterest with respect to each series (the "
Aggregate Consideration
"), not exceeding US$1.0 billion (the "
MaximumConsideration
").
If the Maximum Consideration Condition is not satisfied with respectto each
series of Tender Notes for (i) a series of Tender Notes (the "
First Non-Covered Tender Notes
") for which theMaximum Consideration is less than the sum of (x) the
Aggregate Consideration for all validly tendered First Non-Covered Tender
Notesand (y) the Aggregate Consideration for all validly tendered Tender Notes
of all series, having a higher Acceptance Priority Level (with1 being the
highest Acceptance Priority Level and 6 being the lowest Acceptance Priority
Level) than the First Non-Covered Tender Notes,and (ii) all series of Tender
Notes with an Acceptance Priority Level lower than the First Non-Covered
Tender Notes (together with theFirst Non-Covered Tender Notes, the "
Non-Covered Tender Notes
"), then PGF may, at any time at or prior to the ExpirationDate:
(a) terminate a Tender Offer with respect to one or more series of Non-Covered Tender
Notes for which the Maximum Consideration Condition has not been satisfied
and promptly return all validly tendered Tender Notes of such series, and of
any series of Non-Covered Tender Notes to the respective tendering holders; or
(b) waive the Maximum Consideration Condition with respect to one or more series of Non-Covered Tender Notes and accept all Tender
Notes of such series, and of any series of Tender Notes having a higher Acceptance Priority Level, validly tendered; or
(c) if there is any series of Non-Covered Tender Notes for which:
1. the Aggregate Consideration necessary to purchase all validly tendered Tender Notes of such series,
plus
2. the Aggregate Consideration necessary to purchase all validly tendered Tender Notes of all series having a
higher Acceptance Priority Level than such series of Tender Notes, other than any Non-Covered Tender Notes,
are equal to, or less than, the Maximum Consideration, acceptall validly
tendered Tender Notes of all series having a lower Acceptance Priority Level,
until there is no series of Tender Notes witha higher or lower Acceptance
Priority Level to be considered for purchase for which the conditions set
forth above are met.
It is possible that a series of Tender Notes with a particular AcceptancePriorit
y Level will fail to meet the conditions set forth above and therefore will
not be accepted for purchase even if one or more serieswith a higher or lower
Acceptance Priority Level are accepted for purchase. If any series of Tender
Notes is accepted for purchase underthe Tender Offers, all Tender Notes of
that series that are validly tendered will be accepted for purchase.
For purposes of determining whether the Maximum Consideration Conditionis
satisfied, PGF will assume that all Tender Notes tendered pursuant to the
guaranteed delivery procedures described in the Offer toPurchase will be duly
delivered at or prior to the Guaranteed Delivery Date and it will not
subsequently adjust the acceptance of theTender Notes in accordance with the
Acceptance Priority Levels if any such Tender Notes are not so delivered.
PGF may, in its sole discretion, waive any one or more of the conditionsat any
time, including the Maximum Consideration Condition with respect to any Tender
Offer, even if the series of Tender Notes relatingto such an Tender Offer has
a lower Acceptance Priority Level than other Non-Covered Tender Notes with a
higher Acceptance Priority Level.
PGF expressly reserves the right, subject to applicable law, to: (i)delay
accepting the Tender Notes or extend the Expiration Date or, if the conditions
to the Tender Offers are not satisfied, terminatesuch Tender Offers at any
time and not accept the Tender Notes; and (ii) if the conditions to the Tender
Offers are not satisfied, amendor modify at any time, the terms of the Tender
Offers in any respect, including by waiving, where possible, any conditions to
consummationof the Tender Offers.
If PGF exercises any such right with respect to one or more seriesof Tender
Notes, it will give written notice thereof to the Depositary (as defined
below) and will make a public announcement thereofas promptly as practicable
and all Tender Notes tendered pursuant to such terminated Tender Offer(s) and
not accepted for payment willbe returned promptly to the tendering holders
thereof. If the Maximum Consideration Condition is not satisfied with respect
to a seriesof Tender Notes, elections to the guaranteed delivery procedures
will be promptly rejected with respect to such series.
Petrobras believes that the operation is in line with thecompany's debt
management policy, maintaining its commitment to controlling debt at what it
considers to be a healthy levelfor companies of Petrobras' segment and size.
# # #
PGF has engaged BofA Securities, Inc. ("
BofA
"),Bradesco BBI S.A. ("
Bradesco BBI
"), HSBC Securities (USA) Inc. ("
HSBC
"), J.P. Morgan SecuritiesLLC ("
J.P. Morgan
"), Mizuho Securities USA LLC ("
Mizuho
") and Morgan Stanley & Co. LLC ("
MorganStanley
") to act as joint bookrunners with respect to the New Notes Offering and as
dealer managers with respect to the TenderOffers (the "
Dealer Managers
"). Global Bondholder Services Corporation is acting as the depositary and
informationagent (the "
Depositary
") for the Tender Offers. In selecting the bookrunners, PGF took into
consideration variousfactors, including commitments to sustainability
consistent with the current Strategic Plan 2024-2028.
This announcement is for informational purposes only, and does notconstitute
or form part of any offer to purchase or invitation to sell or a solicitation
of an offer to sell or purchase any securities.
There shall be no offer or sale of the New Notes in any jurisdictionin which
such an offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of anysuch jurisdiction. PGF and
Petrobras have filed a registration statement, including a prospectus with the
U.S. Securities and ExchangeCommission ("
SEC
"). Before you invest, you should read the prospectus and preliminary
prospectus supplement and otherdocuments PGF and Petrobras have filed with the
SEC for more complete information about the companies, the New Notes Offering
and theNew Notes. When available, you may access these documents for free by
visiting EDGAR on the SEC web site at www.sec.gov. Alternatively,a copy of the
prospectus and preliminary prospectus supplement may be obtained by contacting
BofA collect at +1 (888) 294-1322, BradescoBBI collect at +1 (646) 432-6643,
HSBC collect at +1 (212) 525-5552 or toll-free (U.S. only) at +1 (888)
HSBC-4LM, J.P. Morgan collectat +1 (212) 834 2042 / +1 (212) 834-4533 or
toll-free (U.S. only) at +1 (866) 834-4666 / +1 (866) 846-2874, Mizuho collect
at +1 (212)205-7736 or toll-free (U.S. only) at +1 (866) 271-7403 and Morgan
Stanley collect at +1 (212) 761-1057 or toll-free (U.S. only) at +1(800)
624-1808.
The Tender Offers are not being made to holders of Tender Notes inany
jurisdiction in which PGF is aware that the making of the Tender Offers would
not be in compliance with the laws of such jurisdiction.In any jurisdiction in
which the securities laws or blue sky laws require the Tender Offers to be
made by a licensed broker or dealer,the Tender Offers will be deemed to be
made on PGF's behalf by the Dealer Managers or one or more registered brokers
or dealersthat are licensed under the laws of such jurisdiction. Any questions
or requests for assistance regarding the Tender Offers may be directedto BofA
collect at +1 (646) 855-8988 or toll-free (U.S. only) at +1 (888) 292-0070,
Bradesco BBI collect at +(646) 432-6643, HSBCcollect at +1 (212) 525-5552 or
toll-free (U.S. only) at +1 (888) HSBC-4LM, J.P. Morgan collect at +1 (212)
834 2042 / +1 (212) 834-4533or toll-free (U.S. only) at +1 (866) 834-4666 / +1
(866) 846-2874, Mizuho collect at +1 (212) 205-7736 or toll-free (U.S. only)
at +1(866) 271-7403 and Morgan Stanley collect at +1 (212) 761-1057 or
toll-free (U.S. only) at +1 (800) 624-1808. Requests for additionalcopies of
the Offer Documents may be directed to Global Bondholder Services Corporation
at +1 (855) 654-2014 (toll-free) or +1 (212)430-3774. The Offer Documents can
be accessed at the following link: http://www.gbsc-usa.com/Petrobras/.
Holders are advised to check with any bank, securities broker orother
intermediary through which they hold Tender Notes as to when such intermediary
would need to receive instructions from such holderin order for that holder to
be able to participate in, or withdraw their instruction to participate in, a
Tender Offer, before the deadlinesspecified herein and in the Offer Documents.
The deadlines set by any such intermediary and the relevant clearingsystems
for the submission and withdrawal of tender instructions will also be earlier
than the relevant deadlines specified herein andin the Offer Documents.
The Tender Offers are being 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 orregulatory authority
of any country. No authority has passed upon the accuracy or adequacy of the
Offer Documents or any other documentsrelated to the Tender Offers, and it is
unlawful and may be a criminal offense to make any representation to the
contrary.
The New Notes are not intended to be offered, sold or otherwisemade available
to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA").For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article4(1) of Directive 2014/65/EU (as amended,
"MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97
(asamended, the "Insurance Distribution Directive"), where that customer would
not qualify as a professional client as definedin point (10) of Article 4(1)
of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU)
2017/1129 (as amended, the"Prospectus Regulation"); and the expression "offer"
includes the communication in any form and by any meansof sufficient
information on the terms of the offer and the New Notes to be offered so as to
enable an investor to decide to purchaseor subscribe the New Notes.
Consequently, no key information document required by Regulation (EU) No
1286/2014 (as amended, the "PRIIPsRegulation") for offering or selling the New
Notes or otherwise making them available to retail investors in the EEA has
been preparedand the New Notes will not be offered or sold or otherwise made
available to any retail investor in the EEA.
Each person in a Member State of the EEA who acquires any New Notesunder, the
offers to the public contemplated in the New Notes Offering, or to whom the
New Notes are otherwise made available, will bedeemed to have represented,
warranted, acknowledged and agreed to and with each underwriter and PGF that
it and any person on whose behalfit acquires New Notes is: (1) a "qualified
investor" within the meaning of the Prospectus Regulation; and (2) not a
"retailinvestor" (as defined above).
The New Notes are not intended to be offered, sold or otherwisemade available
to and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom (the "UnitedKingdom" or the "UK"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a
retail client,as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of domestic law by virtue of the European
Union(Withdrawal) Act 2018 (the "EUWA"); (ii) a customer within the meaning of
the provisions of the Financial Services and MarketsAct 2000 (the "FSMA") and
any rules or regulations made under the FSMA to implement the Insurance
Distribution Directive,where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No
600/2014as it forms part of domestic law by virtue of the EUWA; or (iii) not a
"qualified investor" as defined in Article 2 of theProspectus Regulation as it
forms part of the domestic law by virtue of the EUWA (the "UK Prospectus
Regulation"). No keyinformation document required by the PRIIPs Regulation as
it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation")for offering or selling the New Notes or otherwise making them
available to retail investors in the UK has been prepared and the NewNotes
will not be offered or sold or otherwise made available to any retail investor
in the UK.
Each person in the UK who acquires any New Notes under, the offersto the
public contemplated in the New Notes Offering, or to whom the New Notes are
otherwise made available, will be deemed to have represented,warranted,
acknowledged and agreed to and with each underwriter and PGF that it and any
person on whose behalf it acquires New Notesis: (1) a "qualified investor"
within the meaning of the UK Prospectus Regulation; and (2) not a "retail
investor"(as defined above).
The communication of this announcement and any other documentsor materials
relating to the New Notes Offering and the Tender Offers is not being made and
such documents and/or materials have notbeen approved by an authorized person
for the purposes of Section 21 of the Financial Services and Markets Act 2000.
This announcementand any other documents related to the New Notes Offering and
the Tender Offers are for distribution only to persons who (i) have
professionalexperience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion
) Order 2005 (the "
Order
"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net
worthcompanies, unincorporated associations, etc.") of the Order, (iii) are
outside the United Kingdom, (iv) are members or creditorsof certain bodies
corporate as defined by or within Article 43(2) of the Order, or (v) are
persons to whom an invitation or inducementto engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act
2000) in connection withthe issue, sale or offer to purchase of any securities
may otherwise lawfully be communicated or caused to be communicated (all
suchpersons together being referred to as "relevant persons"). This
announcement and any other documents related to the New NotesOffering and the
Tender Offers are directed only at relevant persons and must not be acted on
or relied on by persons who are not relevantpersons. Any investment or
investment activity to which this process release and any other documents
related to the New Notes Offeringand 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 informationor future events or for any other reason.
SIGNATURE
Pursuant to the requirements of the SecuritiesExchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PETROLEO 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 3, 2024