PETRÓLEO BRASILEIRO S.A. – PETROBRAS - Form 6-K
 

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 December, 2016

PETRÓLEO BRASILEIRO S.A. – PETROBRAS
———————————————————————————————————
(Translation of registrant’s name into English)
 
Avenida República do Chile, 65
20031-912 – Rio de Janeiro, RJ
Federative Republic of Brazil
———————————————————————————————————
(Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  [x] Form 20-F    [ ] Form 40-F
 
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):  [ ]
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  [ ]
 
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    [x] No
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):    n/a 
 

Clarifications on the Divestment Processes

Rio de Janeiro, December 20, 2016 – Petróleo Brasileiro S.A. – Petrobras
provides the following clarifications regarding its disinvestment processes
considering the preventive order of the Brazilian Federal Accounting Court
(TCU), as disclosed on 12.08.2016, and injunctions of the Brazilian Judiciary.

This TCU decision does not apply to transactions that the sale agreements have
already been signed.

According to TCU’s determination, Petrobras should not start new divestment
projects nor sign sale agreements related to competitive processes already in
progress until TCU’s merit decision on the Company's divestment process, except
for the five transactions mentioned below, which are in final stage of
negotiations, therefore are allowed to proceed and have their agreements signed:

1) the sale of Petrobras’ interest in Petroquímica Suape and Citepe, that is in
advanced stage of negation with Alpek, according to the material fact disclosed
on 11.03.2016;
2) the sale of concession rights in Baúna and Tartaruga Verde fields;
3) the sale of interest in deepwater assets in the US Gulf of Mexico;
4) the sale of Petrobras Biocombustível (Pbio) interest in Guarani;
5) the incorporation agreement of Nova Fronteira, in which Pbio has 49%
interest, executed with São Martinho S.A, as announced in the material fact
disclosed on 12.12.2016;

Petrobras clarifies that, regardless of TCU’s determination, injunctions granted
by the Brazilian Judiciary established the suspension of four projects in the
divestment portfolio. These are:

a)	sale of interest in BR Distribuidora;
b)	transfer of rights of a set of onshore fields;
c)	transfer of rights of a set of fields in shallow waters in the states of
Sergipe e Ceará;
d)	transfer of concession rights in Baúna and Tartaruga Verde fields. Therefore,
despite its conclusion being authorized by the TCU, the process is suspended due
to the granted injunction.

The Company informs that the Third Section of the Federal Court of Appeals for
the 5th Region, by unanimity, has reversed the injunction due to Petrobras
appeal, allowing the Company to proceed with the divestment project regarding a
set of onshore fields, without, however, authorizing the signing agreement.

The disinvestment processes related to the other three projects are suspended,
due to the above-mentioned injunctions. The Company, however, continues to take
the legal actions against these injunctions, in order to proceed with these
projects.

_____________________________________________________________________________________
www.petrobras.com.br/ir
Contacts:
PETRÓLEO BRASILEIRO S.A. – PETROBRAS | Investor Relations Department I 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, 2015, and
the Company’s other filings with the U.S. Securities and Exchange Commission.





































The Company is working on revising its divestment processes with the purpose of
adjusting them to TCU's determinations and expects to conclude this
reformulation, in the shortest time possible, with the appreciation of that
Court, without changing Petrobras’ divestments and partnerships targets included
in the Strategic Plan/ 2017-2021 Business and Management Plan.

Other facts deemed relevant related to the divestments will be timely
communicated to the market.


_____________________________________________________________________________________
www.petrobras.com.br/ir
Contacts:
PETRÓLEO BRASILEIRO S.A. – PETROBRAS | Investor Relations Department I 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, 2015, and
the Company’s other filings with the U.S. Securities and Exchange Commission.




SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
    PETRÓLEO BRASILEIRO S.A. – PETROBRAS
     
Date: December 20, 2016 By: /s/ Ivan de Souza Monteiro

  Name:  Ivan de Souza Monteiro
  Title: Chief Financial Officer and Investor Relations Officer