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 April,
2021
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 CASH TENDER OFFERS
RIO DE JANEIRO, BRAZIL – April 7, 2021 – Petróleo
Brasileiro S.A. – Petrobras (“Petrobras”) (NYSE: PBR) today announced the expiration and expiration date results
of the previously announced cash tender offers by its wholly-owned subsidiary, Petrobras Global Finance B.V. (“PGF”),
with respect to any and all of PGF’s outstanding notes of the series set forth in the table below (the “Notes”
and such offers, the “Offers”).
The following table sets forth certain information about the Offers,
including the aggregate principal amount of Notes validly tendered and accepted in the Offers, and the aggregate principal amount of Notes
reflected in notices of guaranteed delivery delivered at or prior to the Expiration Date:
Title of
Security
|
CUSIP/ISIN
|
Acceptance
Priority Level
|
Principal
Amount Outstanding(1)
|
Consideration(2)
|
Principal
Amount Tendered and Accepted
|
Principal
Amount Reflected in Notices of Guaranteed Delivery
|
5.625% Global Notes
Due May 2043
|
71647NAA7 /
US71647NAA72
|
1
|
US$548,480,000
|
US$1,042.76
|
US$74,710,000
|
US$13,395,000
|
5.093% Global Notes
Due January 2030
|
71647NBE8, 71647NBF5, N6945AAL1 /
US71647NBE85, US71647NBF50,USN6945AAL19
|
2
|
US$3,930,399,000
|
US$1,045.34
|
US$864,314,000
|
US$4,655,000
|
6.750% Global Notes
Due June 2050
|
71647NBG3 /
US71647NBG34
|
3
|
US$1,726,250,000
|
US$1,075.43
|
US$256,409,000
|
US$2,750,000
|
6.900% Global Notes
Due March 2049
|
71647NBD0 /
US71647NBD03
|
4
|
US$2,047,937,000
|
US$1,104.60
|
US$303,317,000
|
US$3,700,000
|
5.750% Global Notes
Due February 2029
|
71647NAZ2 /
US71647NAZ24
|
5
|
US$1,000,400,000
|
US$1,102.08
|
US$120,982,000
|
US$453,000
|
5.999% Global Notes
Due January 2028
|
71647NAW9, N6945AAK3, 71647NAY5 /
US71647NAW92, USN6945AAK36,US71647NAY58
|
6
|
US$2,040,578,000
|
US$1,107.70
|
US$291,731,000
|
US$1,221,000
|
5.299% Global Notes
Due January 2025
|
71647NAT6, 71647NAV1, N6945AAJ6 /
US71647NAT63,US71647NAV10,USN6945AAJ62
|
7
|
US$1,109,754,000
|
US$1,105.35
|
US$42,795,000
|
US$5,635,000
|
6.250% Global Notes
Due March 2024
|
71647NAM1 /
US71647NAM11
|
8
|
US$795,071,000
|
US$1,111.54
|
US$20,632,000
|
US$55,000
|
6.750% Global Notes
Due January 2041
|
71645WAS0 /
US71645WAS08
|
9
|
US$1,058,788,000
|
US$1,124.30
|
US$45,644,000
|
US$10,000
|
6.875% Global Notes
Due January 2040
|
71645WAQ4 /
US71645WAQ42
|
10
|
US$1,028,905,000
|
US$1,135.00
|
US$45,531,000
|
US$1,697,000
|
7.250% Global Notes
Due March 2044
|
71647NAK5 /
US71647NAK54
|
11
|
US$1,647,605,000
|
US$1,154.01
|
US$360,479,000
|
US$4,070,000
|
7.375% Global Notes
Due January 2027
|
71647NAS8 /
US71647NAS80
|
12
|
US$1,832,653,000
|
US$1,195.07
|
US$57,479,000
|
-
|
_______________________________
(1) Including Notes held by Petrobras or its affiliates.
(2) Per US$1,000 principal amount of Notes validly tendered and accepted
for purchase. The applicable consideration does not include accrued and unpaid interest on the Notes accepted for purchase through the
Settlement Date (as defined below), which will be payable in cash.
The Offers expired at 5:00 p.m., New York City time, on April 7,
2021 (the “Expiration Date”). The settlement date with respect to the Offers is expected to occur on April 12, 2021
(the “Settlement Date”).
The Offers were made pursuant to the terms and conditions set forth
in the offer to purchase dated March 31, 2021 (the “Offer to Purchase” and, together with the accompanying notice of
guaranteed delivery, the “Offer Documents”).
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 April 9, 2021 (the “Guaranteed Delivery Date”).
On the terms and subject to the conditions set forth in the Offer
to Purchase, PGF has accepted for purchase all of the Notes validly tendered, and expects to accept all of the Notes for which PGF received
notices of guaranteed delivery and that are delivered on or prior to the Guaranteed Delivery Date. The principal amount of Notes that
will be purchased by PGF on the Settlement Date is subject to change based on deliveries of 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.
All conditions described in the Offer to Purchase that were to be
satisfied or waived on or prior to the Expiration Date have been satisfied.
# # #
PGF engaged BNP Paribas Securities Corp., Banco Bradesco BBI S.A.,
Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., Mizuho Securities USA LLC and Morgan Stanley & Co. LLC to act
as dealer managers with respect to the Offers (the “Dealer Managers”). Global Bondholder Services Corporation acted
as the depositary and information agent for the Offers.
This announcement is for informational purposes only, and does not
constitute an offer to purchase or sell or a solicitation of an offer to sell or purchase any securities.
Any questions or requests for assistance regarding the Offers may
be directed to BNP Paribas Securities Corp. collect at +1 (212) 841-3059 or toll free at +1 (888) 210-4358, Banco Bradesco BBI S.A. at
+1 (646) 432-6643, Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll free) or +1 (212) 723-6106 (collect), Credit Agricole Securities
(USA) Inc. at +1 (866) 807-6030 (toll free) or +1 (212) 261-7802 (collect), Mizuho Securities USA LLC collect at +1 (212) 205-7736 or
+1 (866) 271-7403 (toll free) and Morgan Stanley & Co. LLC at +1 (800) 624-1808 (toll free) or +1 (212) 761-1057 (collect). 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: https://www.gbsc-usa.com/Petrobras/.
The 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 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 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
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 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 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 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: April 7, 2021
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