Public Offering of Debentures with Limited Distribution Efforts
Rio de Janeiro, July 26, 2017 - Petróleo Brasileiro S.A. – Petrobras, in
compliance with the provisions of Instruction no. 358, of January 3, 2002, by
the Securities and Exchange Commission of Brazil ("CVM"), reports that its Board
of Directors has approved, in a meeting held today, the 5th (fifth) issue of
simple, nonconvertible, unsecured debentures ("Debentures"), in up to four
series, with allocation of volumes among the series to be defined in a
bookbuilding procedure ("interconnecting tranches”) in the total amount of up to
R$ 5,000,000,000.00 (five billion reais) for public distribution, with
restricted distribution efforts, pursuant to CVM Instruction 476, of January 16,
2009.
This issue provides for a minimum of R$ 800,000,000.00 (eight hundred million
reais) to be allocated in the first and/or second series (which will be
“Infrastructure Debentures") and R$ 3,200,000,000.00 (three billion and two
hundred million reais) to be allocated in the third and/or fourth series.
Infrastructure Debentures will compose two series featuring the incentive
provided for in article 2 of Law no. 12,431, of June 24, 2011, under which terms
Ministry of Mines and Energy Ordinance no. 457, of September 29, 2015, was
issued, which classifies as a priority the investment project in the oil and
natural gas infrastructure area named "Exploration and Production Development
Program for Transfer of Rights Fields,” held by Petrobras.
The Debentures will be distributed under the hybrid offering regime for the
total amount of issuance, partially under firm underwriting, partially under the
best efforts regime, by financial institutions authorized to operate in the
securities distribution system. The final rates of the debentures will be
defined after a bookbuilding procedure.
This Material Fact is for information only, pursuant to current legislation, and
shall not be construed or considered for all legal purposes and legal, as
material for the sale and/or disclosure of the Debentures.
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www.petrobras.com.br/ir
Contacts:
PETRÓLEO BRASILEIRO S.A. – PETROBRAS | Investor Relations Department | e-mail:
petroinvest@petrobras.com.br
Av. República do Chile, 65 – 10th floor, 1002 – B – 20031-912 – Rio de Janeiro,
RJ | Phone: 55 (21) 3224-1510 / 3224-9947
FORWARD-LOOKING STATEMENTS
This release includes forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, that are subject to risks and uncertainties.
The forward-looking statements, which address the Company’s expected business
and financial performance, among other matters, contain words such as “believe,”
“expect,” “estimate,” “anticipate,” “optimistic,” “intend,” “plan,” “aim,”
“will,” “may,” “should,” “could,” “would,” “likely,” and similar expressions.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date on which they are made. There is no
assurance that the expected events, trends or results will actually occur. We
undertake 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.
The Company’s actual results could differ materially from those expressed or
forecast in any forward-looking statements as a result of a variety of
assumptions and factors. These factors include, but are not limited to, the
following: (i) failure to comply with laws or regulations, including fraudulent
activity, corruption, and bribery; (ii) the outcome of ongoing corruption
investigations and any new facts or information that may arise in relation to
the “Lava Jato Operation”; (iii) the effectiveness of the Company’s risk
management policies and procedures, including operational risk; and (iv)
litigation, such as class actions or proceedings brought by governmental and
regulatory agencies. A description of other factors can be found in the
Company’s Annual Report on Form 20-F for the year ended December 31, 2016, and
the Company’s other filings with the U.S. Securities and Exchange Commission.