Petrobras announces that it has signed an agreement in principle to settle the securities class action lawsuit filed in the United States District Court for the Southern District of New York (“SDNY”).
The agreement, which is subject to approval by the court, is intended to resolve all pending and prospective claims by purchasers of Petrobras securities in the United States and by purchasers of Petrobras securities that are listed for trading in the United States. It eliminates the risk of an adverse judgment which, as Petrobras has previously reported, could have a material adverse effect on the company and its financial situation, and puts an end to the uncertainties, burdens and costs of protracted litigation.
Under the proposed settlement, Petrobras has agreed to pay US$ 2.95 billion to resolve claims in two installments of US$983 million and a last installment of US$984 million. The first installment will be paid within 10 days of preliminary approval of the settlement by the court. The second installment will be paid within 10 days of final approval of the settlement. The third installment will be paid by the later of (i) six months after final approval, or (ii) January 15, 2019. The total settlement amount will be recognized in the fourth quarter of 2017.
The agreement does not constitute any admission of wrongdoing or misconduct by Petrobras. In the agreement, Petrobras expressly denies liability. This reflects its status as a victim of the acts uncovered by Operation Car Wash, as recognized by Brazilian authorities including the Brazilian Supreme Court. As a victim of the scheme, Petrobras has already recovered R$1.475 billion in restitution in Brazil and will continue to pursue all available legal remedies from culpable companies and individuals.
The agreement is in the company’s best interest and that of its shareholders, given the risks of a verdict advised by a jury, particularities of US procedure and securities laws, as well its assessment of the status of the class action and the nature of such litigation in the United States, where only approximately 0.3% of securities-related class actions proceed to trial.
The agreement will now be submitted to the district court in the SDNY for review. If preliminary approval is granted, the court will notify the members of the class of the terms of the proposed settlement. After considering any objections and a hearing on the fairness of the proposed settlement, the court will decide whether to grant final approval.
As a result of the agreement, the parties will ask the United States Supreme Court to defer consideration of Petrobras’s petition for a writ of certiorari, which was scheduled for January 5, 2018, pending final approval of the proposed settlement.