(Petrobras, 17.Aug.2020) — Petrobras announces the commencement of an offer (the “Exchange Offer”) by its wholly-owned subsidiary Petrobras Global Finance B.V. (“PGF”) to exchange up to U.S.$4,115,281,000 aggregate principal amount of PGF’s newly issued 5.093% Global Notes due 2030 (CUSIP/ISIN: 71647N BE8 / US71647NBE85) (the “New Notes”) registered under the Securities Act of 1933, as amended, for an equal principal amount of PGF’s issued and outstanding 5.093% Global Notes due 2030 (CUSIPs/ISINs: 71647N BF5; US71647NBF50 / N6945A AL1; USN6945AAL19) (the “Old Notes”). The Exchange Offer is being made pursuant to an exchange offer prospectus, dated 17 August 2020 (as may be amended or supplemented, the “Prospectus”) which sets forth in more detail the terms and conditions of the Exchange Offer.
The Exchange Offer commenced on 17 August and will expire at 5:00 p.m. New York City time, on 15 September, unless earlier terminated or extended by PGF (such time and date, as the same may be extended, the “Expiration Date”). Old Notes tendered may be withdrawn at any time prior to 5:00 p.m. New York City time on the Expiration Date, but not thereafter.
The terms of the New Notes to be issued are substantially identical to the Old Notes, except for terms with respect to additional interest payments, registration rights and legends reflecting transfer restrictions. The New Notes will be unconditionally and irrevocably guaranteed by Petrobras. Holders of Old Notes accepted for exchange will receive interest on the corresponding New Notes and not on such Old Notes. Any Old Notes not tendered or accepted for exchange will remain outstanding.
PGF’s obligation to accept any Old Notes tendered in the Exchange Offer is subject to the satisfaction of certain customary conditions applicable to the Exchange Offer as described in the Prospectus. PGF has reserved the right, subject to applicable law, to waive any and all conditions to the Exchange Offer.
The Bank of New York Mellon is acting as the exchange agent for the Exchange Offer. Questions or requests for assistance related to the Exchange Offer or for additional copies of the Prospectus and related documents may be directed to The Bank of New York Mellon at +1 (212) 815-4259. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary needs to receive instructions from a holder in order for that holder to be able to participate in, or (in the circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offer, before the deadlines specified herein and in the Prospectus. The deadlines set by each clearing system for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Prospectus.