Petrobras – Investor Relations


Investor Relations

Debt Exchange Offer

(Rio de Janeiro, January 4, 2007). – PETRÓLEO BRASILEIRO S/A - PETROBRAS, [Bovespa: PETR3/PETR4, NYSE: PBR/PBRA, Latibex: XPBR/XPBRA, BCBA: APBR/APBRA], a Brazilian international energy company, announces that its wholly owned subsidiary Petrobras International Finance Company (PIFCo) launched today an offer for the exchange of securities (Exchange) totaling up to US$ 500 million (face value) for the 5 series of Notes listed below, according to the presented priority order.


Priority order Priority order CUSIP/ISIN No Outstanding Principal Amoun    Maturity Date Bloomberg Page Reference Treasury Security    Fixed Spread (in basis points)
1 2.375% Global Step-Up Notes due 2008
(“Step-Up Notes”)
71645WAF8 / US71645WAF8 U.S.$134,622,000 April 1 2008 BBT4 4.625% due 3/31/08 10
2 9.875% Senior Notes due 2008
(“2008 Notes”)
G7028BAA9 / USG7028BAA91*;
71646FAA5 / US71646FAA57;
71646FAB3 / US71646FAB31
U.S.$238,246,000 May 9 2008 BBT4 2.625% due 5/15/08 10
3 9.75% Senior Notes due 2011
(“2011 Notes”)
71645WAB7 / US71645WAB72*;
G7028BAB74 / USG7028BAB74*;
71645WAA9 / US71645WAA99
U.S.$286,356,000 July 6 2011 BBT5 5.125% due 6/30/11 35
4 9.125% Global Notes due 2013
(“2013 Notes”)
71645WAG6 / US71645WAG69 U.S.$498,335,000 July 2 2013 BBT6 4.250% due 8/15/13 95
5 7.750% Global Notes due 2014
(“2014 Notes”)
71645WAJ0 / US71645WAJ09 U.S.$600,000,000 Sept 15 2014 BBT6 4.250% due

The objective of the Exchange is to offer investors the opportunity to substitute the old notes with PIFCo’s benchmark, issued on October 06 2006 with a 6.125% per annum coupon and maturity in 2016.

The following table shall be used together with the calculation of the issuance price of the reopened security according to the conditions established in the Exchange Offering Prospectus.


PIFCo Notes CUSIP/ISIN No. Outstanding Principal Amoun Maturity Date Bloomberg Page Reference Treasury Security Fixed Spread (in basis points)
 6,125% Global Notes due 2016
(“Original 2016 Notes”)
71645WAL5/US71645WAL54 U.S.$500,000,000 October 6, 2016 BBT6  4.625% due 11/15/16 140

The company offers to investors the opportunity to exchange old securities for a combination of reopened PIFCo benchmark securities and an amount in cash, to be calculated on January 19, 2007 based on a pricing formula established in the Exchange Offering Prospectus, filed with the U.S. Securities and Exchange Commission (SEC) on January 03, 2007 and available on the Investor Relations website – Financial Information – Prospectus, or as shown below.

Unless stated to the contrary, the Exchange is set to expire at 5:00 p.m., New York City time on February 01, 2007, and financial settlement is to take place on the third business day there after.

The operation is being arranged by Morgan Stanley & Co., Incorporated and UBS Securities LLC as Dealer Managers, The Bank of New York as the transaction agent, The Bank of New York (Luxembourg)S.A. as agent in Luxemburgo and D.F. King & Co., Inc. as information agent for the tender offer.

Requests for the Offer to Purchase and related documents should be made to D.F. King & Co., Inc. by calling

Requests for the Offer to Purchase and related documents should be made to D.F. King & Co., Inc. by calling (212) 269-5550  (212) 269-5550 for the banks and brokers or (800) 859-8508, for other parties, or in writing to 48 Wall Street New York, New York  10005. Questions on the tender offer can be made to Morgan Stanley & Co., Incorporated at (800) 624-1800 (in the United States) or
(212) 761-1457 
 utside the United States) and to UBS Securities LLC on (888) 722-9555      (888) 722-9555  extension 4210 (in the United States) or (203) 719-4210 (outside the United States).

 This announcement does not constitute an offer to buy or the solicitation of an offer to sell securities. The tender offer is being made exclusively through the Offer to Purchase document and related notification letters. The latter are invalid in any jurisdiction that does not permit them to be acted upon pursuant to the prevailing legislation.

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