RIO DE JANEIRO, BRAZIL – June 10, 2019 – Petróleo Brasileiro S.A. – Petrobras (“Petrobras”) (NYSE: PBR; B3: PETR3) announces that Caixa Econômica Federal (the “Selling Shareholder”), has commenced an offering of 241,340,371 common shares, without par value, of Petrobras (the “Common Shares”), including Common Shares represented by American depositary shares, each of which represents two Common Shares (the “Common ADSs”), in a global offering that consists of (i) an international offering of Common Shares and Common ADSs in the United States and other countries outside Brazil, which will be registered with the U.S. Securities and Exchange Commission (the “SEC”), and (ii) a concurrent public offering of Common Shares in Brazil. The global offering is subject to market and other customary conditions.
The global offering is expected to price on or about June 25, 2019.
Caixa Ecônomica Federal, UBS Securities LLC, Morgan Stanley & Co. LLC and BofA Securities, Inc. are acting as global coordinators and joint bookrunners for the international offering. XP Securities, LLC is acting as joint bookrunner for the international offering. Caixa Ecônomica Federal, UBS Brasil Corretora de Câmbio, Títulos e Valores Mobiliários S.A., Banco Morgan Stanley S.A., Bank of America Merrill Lynch Banco Múltiplo S.A. and XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários S.A. are acting as Brazilian underwriters in the Brazilian offering.
This press release is neither an offer to sell nor a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Petrobras has filed a registration statement, including a prospectus with the SEC. Before you invest, you should read the prospectus and preliminary prospectus supplement and other documents Petrobras has filed with the SEC for more complete information about Petrobras, the Selling Shareholder and the offering of the Common Shares and Common ADSs. When available, you may access these documents for free by visiting EDGAR on the SEC web site at http://www.sec.gov. Alternatively, a copy of the prospectus and preliminary prospectus supplement may be obtained by contacting Caixa Econômica Federal at Avenida Paulista 2.300, 12th floor, São Paulo, SP, 01310-300, Attn: Edson Nascimento de Oliveira Jr., UBS Securities LLC at 1285 Avenue of the Americas, New York, New York 10019, telephone: 888-827-7275; Morgan Stanley Prospectus Department at 180 Varick Street, 2nd Floor, New York, NY 10014. Not for distribution to private customers (FCA definition); BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, Email: email@example.com; and XP Securities, LLC at 1065 Avenue of the Americas, 29th Floor, New York, New York 10018.
The communication of this press release and any other documents or materials relating to the global offering 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. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being directed at and made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or within Article 43(2) of the Order), or high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order (all such persons together being referred to as “relevant persons”). The global offering is only available to, and the global offering will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on any document relating to the global offering or any of its contents.
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.