Petróleo Brasileiro S.A. – Petrobras (“Petrobras”) (NYSE: PBR) announces that its wholly-owned subsidiary, Petrobras Global Finance B.V. (“PGF”), has commenced (i) an offering of a new series of U.S. dollar-denominated global notes in the international capital markets (the “New Notes”), subject to market and other conditions (the “New Notes Offering”), and (ii) cash tender offers to purchase any and all of certain of its outstanding U.S. dollar denominated notes (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, unconditionally and irrevocably guaranteed by Petrobras. PGF intends to use the net proceeds from the sale of the New Notes to purchase Tender 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 conditions set forth in the offer to purchase, dated September 3, 2024 (the “Offer to Purchase” and, together with the accompanying notice of guaranteed delivery, the “Offer Documents”).
The following table sets forth the series of Tender Notes subject to the Tender Offers, the consideration payable for each series of Tender Notes (the “Consideration”) accepted for purchase in the Tender Offers and the acceptance priority level (the “Acceptance Priority Level”) in connection with the Maximum Consideration Condition (as defined below):
| Title of Security | CUSIP/ISIN | Acceptance Priority Level | Principal Amount Outstanding(1) | Consideration(2) |
| 5.093% GLOBAL NOTES DUE JANUARY 2030 | 71647N BE8, 71647N BF5, N6945A AL1 / US71647NBE85, US71647NBF50, USN6945AAL19 | 1 | US$560,542,000 | US$991.15 |
| 5.600% GLOBAL NOTES DUE JANUARY 2031 | 71647NBH1 / US71647NBH17 | 2 | US$1,040,365,000 | US$998.00 |
| 5.500% GLOBAL NOTES DUE JUNE 2051 | 71647NBJ7 / US71647NBJ72 | 3 | US$666,283,000 | US$849.33 |
| 5.625% GLOBAL NOTES DUE MAY 2043 | 71647NAA7 / US71647NAA72 | 4 | US$361,065,000 | US$910.30 |
| 6.750% GLOBAL NOTES DUE JUNE 2050 | 71647NBG3 / US71647NBG34 | 5 | US$416,884,000 | US$980.26 |
| 6.900% GLOBAL NOTES DUE MARCH 2049 | 71647NBD0 / US71647NBD03 | 6 | US$670,445,000 | US$1,000.00 |
(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, on September 9, 2024, unless extended with respect to a Tender Offer (such date and time, as the same may be extended with respect to a Tender 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 of the Tender Offers will occur promptly following the Expiration Date, expected to be no later than four business days following the Expiration Date, which is expected to be September 13, 2024 (the “Settlement Date”).
Holders of Tender Notes who (1) validly tender and do not validly withdraw their Tender Notes on or prior to the Expiration Date or (2) deliver a properly completed and duly executed notice of guaranteed delivery and other required documents pursuant to the guaranteed delivery procedures described in the Offer to Purchase on or prior to the Expiration Date, and deliver their Tender Notes on or prior to 5:00 p.m., New York City time, on the second business day following the Expiration Date, which is expected to be September 11, 2024 (the “Guaranteed Delivery Date”), will be eligible to receive the applicable Consideration indicated in the table above, as well as accrued and unpaid interest from, and including, the last 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 minimum principal 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 Offer without withdrawing or modifying other Tender Offers.
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