-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BLKdX9S2lCXO0kgOWJXxKxibdzKJOY4JtPGEs9QBNVBFFdqDRX3PSqvA9Z0P9gu3 Cvdi6ufhER21h+bvqeXIow== 0000903423-07-000062.txt : 20070123 0000903423-07-000062.hdr.sgml : 20070123 20070123162831 ACCESSION NUMBER: 0000903423-07-000062 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070122 FILED AS OF DATE: 20070123 DATE AS OF CHANGE: 20070123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PETROBRAS INTERNATIONAL FINANCE CO CENTRAL INDEX KEY: 0001163371 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33121 FILM NUMBER: 07546921 BUSINESS ADDRESS: STREET 1: ANDERSON SQUARE BUILDING STREET 2: PO BOX 714 THE CAYMAN ISLANDS BWI CITY: GEORGETOWN GRAND CAYMAN STATE: E9 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRAZILIAN PETROLEUM CORP CENTRAL INDEX KEY: 0001119639 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15106 FILM NUMBER: 07546922 BUSINESS ADDRESS: STREET 1: AVENIDA REPUBLICA DO CHILE 65 STREET 2: 55-21-534-4477 20035-900 CITY: RIO DE JANERIO RJ BR STATE: D5 ZIP: 00000 6-K 1 petrobras-6k_0122.htm

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 January 2007

__________________________________

 

Commission File Number 1-15106

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)

Commission File Number 333-14168

PETROBRAS INTERNATIONAL FINANCE COMPANY
(Exact name of registrant as specified in its charter)

Not Applicable
(Translation of registrant’s name into English)

Avenida República do Chile, 65

20035-900 – Rio de Janeiro – RJ,

Brazil

(55-21) 3224-4477

(Address of principal executive offices)

4th Floor, Harbour Place
103 South Church Street
George Town, Grand Cayman

Cayman Islands
(55-21) 3224-1410

(Address of principal executive offices)

 

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 o

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):_____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes o No X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________.

 

 

 

 

 

 

 

 



 

 

This report on Form 6-K is incorporated by reference in the Registration Statement on Form of F-4 of Petróleo Brasileiro S.A. – PETROBRAS and Petrobras International Finance Company (Amendment No. 2 to Form F-4 No. 333-138345) and its accompanying prospectus dated as of January 4, 2007.

Exhibits

Exhibit 99.1 Press Release dated as of January 22, 2007

Exhibit 99.2 Press Release dated as of January 22, 2007

 

 

 

2

 

 

 



 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

PETROLEO BRASILEIRO S.A. - PETROBRAS


Date: January 23, 2007

By /s/ Almir Guilherme Barbassa              
Almir Guilherme Barbassa

Chief Financial Officer

 

 

PETROBRAS INTERNATIONAL FINANCE COMPANY


Date: January 23, 2007

By /s/ Sérvio Túlio da R. Tinoco        
Sérvio Túlio da R. Tinoco

Financial Manager

 

 

 

 

 

 3

 

 

 

 

 

EX-99.1 2 petrobras-6kex991_0122.htm

Exhibit 99.1

 

 

 

Petrobras Announces Results of Early Tender for Previously Announced Exchange Offers by Petrobras International Finance Company

 

RIO DE JANEIRO, Brazil, January 22, 2007 – Petróleo Brasileiro S.A. (NYSE: PBR; Petrobras) announces today that its wholly owned subsidiary Petrobras International Finance Company (PIFCo), in connection with the previously announced offer to exchange five series of notes (Old Notes) for new notes (Reopening Notes) and a cash amount, has received tenders of approximately $392 million principal amount of Old Notes by the early tender date, which occurred at 5:00 p.m., New York City time, on January 19, 2007 (Early Tender Date).

 

Specifically, PIFCo received tenders of approximately: $7.2 million principal amount of the 12.375% Global Step-Up Notes due 2008; $12.9 million principal amount of 9.875% Senior Notes due 2008; $47.4 million principal amount of the 9.75% Senior Notes due 2011; $123.7 million principal amount of the 9.125% Global Notes due 2013 and $200.8 million principal amount of the 7.750% Global Notes due 2014. The Reopening Notes constitute a further issuance of, and form a single fungible series with, PIFCo’s 6.125% Global Notes due 2016 that were issued on October 6, 2006.

 

The cash payment, reference treasury yield, and total exchange price for each series of Old Notes as well as the reference treasury yield and reopen issue price for the Reopening Notes will be determined today, January 22, 2007, in the manner described in the applicable prospectus dated January 4, 2007 (Prospectus).

 

The exchange offers are scheduled to expire at 12:00 midnight, New York City time, on February 2, 2007, unless extended or earlier terminated. The terms of the exchange offers are further described in the Prospectus.

 

PIFCo has retained Morgan Stanley & Co., Incorporated and UBS Securities LLC to act as dealer managers for the offers, The Bank of New York to act as exchange agent for the offers, The Bank of New York (Luxembourg) S.A. to serve as Luxembourg agent for the offers and D.F. King & Co., Inc. to act as information agent for the offers.

 

Requests for documents (including the prospectus) may be directed to D.F. King & Co., Inc. by telephone at (212) 269-5550 for banks and brokers or at (800) 859-8508 for all others, or in writing at 48 Wall Street, 22nd Floor, New York, New York 10005. These documents contain important information, and holders should read them carefully before making any investment decision.

 

Questions regarding the offers may be directed to Morgan Stanley & Co., Incorporated at (800) 624-1800 (in the United States) or (212) 761-1864 (outside the United States) and UBS Securities LLC at (888) 722-9555, ext. 4210 (in the United States) or (203) 719-4210 (outside the United States).

 

This announcement does not constitute an offer to purchase or a solicitation of an offer to sell securities. The offers are being made solely by the offer to purchase and related letter of transmittal. The offers shall not be made in any such jurisdiction in which they are not permitted to be made under applicable law.

 

 

 

 

 

 

EX-99.2 3 petrobras-6kex992_0122.htm

Exhibit 99.2

 

 

 

Petrobras Announces Price Determination for Previously Announced Exchange Offers by Petrobras International Finance Company

 

RIO DE JANEIRO, Brazil, January 22, 2007 – Petróleo Brasileiro S.A. (NYSE: PBR; Petrobras) and its wholly owned subsidiary Petrobras International Finance Company (PIFCo), in connection with the previously announced offers to exchange the five series of notes listed in the table below (Old Notes) for new notes (Reopening Notes) and a cash amount, announced PIFCo’s determination of the total exchange price, the reference treasury yield and the cash payment per $1,000 of Old Notes exchanged.

 

The total exchange price, reference treasury yield and cash payment per $1,000 of Old Notes were calculated as described in the applicable prospectus dated January 4, 2007 (Prospectus) and are summarized in the table below. The reference treasury yield and reopen issue price were determined for the Reopening Notes as described in the Prospectus and are listed in the second table below. All values were calculated as of 2:00 p.m., New York City time, on January 22, 2007.

 

 

 

PIFCo Notes

 

 

CUSIP/ISIN No.

Amount Tendered by Early Tender Date

Reference Treasury Security

Reference Treasury Yield

Cash Payment *

Accrued Interest*

Total Exchange Price*

12.375% Global Step-
Up Notes due 2008

71645WAF8 /
US71645WAF86

$7,184,000

4.625% due
3/31/08

5.046%

$104.98

$43.31

$1,079.56

9.875% Senior Notes
due 2008

 

G7028BAA9 /
USG7028BAA91;

71646FAA5 /
US71646FAA57;
71646FAB3 /
US71646FAB31

$12,871,000

2.625% due
5/15/08

4.989%

$63.60

$24.14

$1,057.35

9.75% Senior Notes
due 2011

 

71645WAB7 /
US71645WAB72;

G7028BAB7 /
USG7028BAB74;
71645WAA9 /
US71645WAA99

$47,440,000

5.125% due 6/30/11

4.768%

$171.37

$8.40

$1,180.86

9.125% Global Notes
due 2013

 

71645WAG6 /
US71645WAG69

$123,674,000

4.250% due 8/15/13

4.751%

$172.42

$8.87

$1,181.44

7.750% Global Notes
due 2014

 

71645WAJ0 /
US71645WAJ09

$200,800,000

4.250% due
8/15/14

4.765%

$120.46

$30.57

$1,107.78

   

The following table should be used in connection with the calculation of the Reopen Issue Price of the Reopening Notes and the yield to
maturity of the Original 2016 Notes for the Qualified Reopening Condition, as set forth in the Prospectus:

PIFCo Notes

CUSIP/ISIN No.

Reference Treasury Security

Reference Treasury Yield

Accrued Interest *

Reopen Issue Price*

6.125% Global Notes due 2016

71645WAL5/US71645WAL54

4.625% due 11/15/16

4.761%

$20.59

$997.30

   * Per $1,000 principal amount

 

The exchange offers are scheduled to expire at 12:00 midnight, New York City time, on February 2, 2007, unless extended or earlier terminated. Further terms and conditions of the exchange offers are described in the Prospectus.

 

PIFCo has retained Morgan Stanley & Co., Incorporated and UBS Securities LLC to act as dealer managers for the offers, The Bank of New York to act as exchange agent for the offers, The Bank of New York (Luxembourg) S.A. to serve as Luxembourg agent for the offers and D.F. King & Co., Inc. to act as information agent for the offers.

 

Requests for documents (including the prospectus) may be directed to D.F. King & Co., Inc. by telephone at (212) 269-5550 for banks and brokers or at (800) 859-8508 for all others, or in writing at 48 Wall Street, 22nd Floor, New York, New York 10005. These documents contain important information, and holders should read them carefully before making any investment decision.

 

Questions regarding the offers may be directed to Morgan Stanley & Co., Incorporated at (800) 624-1800 (in the United States) or (212) 761-1864 (outside the United States) and UBS Securities LLC at (888) 722-9555, ext. 4210 (in the United States) or (203) 719-4210 (outside the United States).

 

This announcement does not constitute an offer to purchase or a solicitation of an offer to sell securities. The offers are being made solely by the offer to purchase and related letter of transmittal. The offers shall not be made in any such jurisdiction in which they are not permitted to be made under applicable law.

 

 

 

 

 

 

 

 

 

 

 

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