Bond Petrobas 6.75% ( US71645WAS08 ) in USD

Petrobas

98.69 % ▼

Brazil

US71645WAS08 ( in USD )

6.75% per year ( payment 2 times a year)

26/01/2041

Prospectus brochure of the bond Petrobras US71645WAS08 en USD 6.75%, maturity 26/01/2041

/

/

71645WAS0

BB ( Non-investment grade speculative )

Ba1 ( Non-investment grade speculative )

27/07/2025 ( In 13 days )

Petrobras is a Brazilian multinational corporation and the world's largest producer of offshore oil.

The Petrobras bond, identified by ISIN US71645WAS08 and CUSIP 71645WAS0, is a USD-denominated fixed-income instrument issued by Petróleo Brasileiro S.A. (Petrobras), a prominent Brazilian state-owned multinational energy corporation primarily engaged in the exploration, production, refining, and transportation of oil and natural gas. This bond carries a 6.75% annual coupon rate, distributed semi-annually, and is set to mature on January 26, 2041; it is currently trading at 98.73% of its par value and has received credit ratings of BB from Standard & Poor's and Ba1 from Moody's.

e424b2
Page 1 of 152
424B2 1 y89079fe424b2.htm 424B2
http://www.sec.gov/Archives/edgar/data/1119639/000095012311004428/y89079fe424b2.htm
1/21/2011

e424b2
Page 2 of 152
Table of Contents
Filed pursuant to rule 424(b)(2)
Registration Statements Nos. 333-163665 and 333-163665-01
CALCULATION OF REGISTRATION FEE

Title of each class of securities offered
Aggregate offering price
Amount of registration fee(1)
Debt securities
US$6,000,000,000.00
US$696,600.00
Guaranties
--
-- (2)

(1)
The registration fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933.

(2)
Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable with respect to the guarantees.
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 11, 2009)
Petrobras International Finance Company
Unconditionally guaranteed by
Petróleo Brasileiro S.A.--Petrobras
(Brazilian Petroleum Corporation-Petrobras)

U.S.$2,500,000,000.00
3.875% Global Notes due 2016
U.S.$2,500,000,000.00
5.375% Global Notes due 2021
U.S.$1,000,000,000.00
6.750% Global Notes due 2041
The 3.875% Global Notes due 2016 (the "2016 Notes"), the 5.375% Global Notes due 2021 (the "2021 Notes") and the 6.750% Global Notes due 2041 (the "2041 Notes") (each a "series" and
collectively the "notes") are general, unsecured, unsubordinated obligations of Petrobras International Finance Company, or "PifCo," a wholly-owned subsidiary of Petróleo Brasileiro S.A.-
Petrobras, or "Petrobras." The notes will be unconditionally and irrevocably guaranteed by Petrobras. The 2016 Notes will mature on January 27, 2016, and will bear interest at the rate of
3.875% per annum. Interest on the 2016 Notes is payable on January 27 and July 27 of each year, beginning on July 27, 2011. The 2021 Notes will mature on January 27, 2021, and will bear
interest at the rate of 5.375% per annum. Interest on the 2021 Notes is payable on January 27 and July 27 of each year, beginning on July 27, 2011. The 2041 Notes will mature on January 27,
2041, and will bear interest at the rate of 6.750% per annum. Interest on the 2041 Notes is payable on January 27 and July 27 of each year, beginning on July 27, 2011.
PifCo will pay additional amounts related to the deduction of certain withholding taxes in respect of certain payments on the notes. PifCo may redeem, in whole or in part, the notes at any
time by paying the greater of the principal amount of the notes and the applicable "make-whole" amount, plus, in each case, accrued interest. The notes will also be redeemable without
premium prior to maturity at PifCo's option solely upon the imposition of certain withholding taxes. See "Description of the Notes-Optional Redemption-Redemption for Taxation Reasons."
PifCo intends to apply to have the notes approved for listing on the New York Stock Exchange, or the "NYSE."
See "Risk Factors" on page S-15 to read about factors you should consider before buying the notes offered in this prospectus supplement and the accompanying prospectus.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
http://www.sec.gov/Archives/edgar/data/1119639/000095012311004428/y89079fe424b2.htm
1/21/2011

e424b2
Page 3 of 152
supplement is truthful or complete. Any representation to the contrary is a criminal offense.

Per

Note
Total
Initial price to the public(1):
2016 Notes
99.663%
U.S.$2,491,575,000
2021 Notes
99.801%
U.S.$2,495,025,000
2041 Notes
99.288%
U.S.$ 992,880,000
Underwriting discount:
2016 Notes
0.250%
U.S.$
6,250,000
2021 Notes
0.300%
U.S.$
7,500,000
2041 Notes
0.350%
U.S.$
3,500,000
Proceeds, before expenses, to PifCo:
2016 Notes
99.413%
U.S.$2,485,325,000
2021 Notes
99.501%
U.S.$2,487,525,000
2041 Notes
98.938%
U.S.$ 989,380,000

(1)
Plus accrued interest from January 27, 2011, if settlement occurs after that date.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company and its direct and indirect participants, including Clearstream
Banking, société anonyme and Euroclear S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or about January 27, 2011.
Joint Bookrunners

BTG Pactual

Citi
HSBC
Itaú
J.P.Morgan
Santander
Co-managers
Credit Agricole CIB
Mitsubishi UFJ Securities
January 20, 2011

http://www.sec.gov/Archives/edgar/data/1119639/000095012311004428/y89079fe424b2.htm
1/21/2011

e424b2
Page 4 of 152

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
About This Prospectus Supplement
S-1
Forward-Looking Statements
S-1
Incorporation of Certain Documents By Reference
S-3
Where You Can Find More Information
S-6
Summary
S-7
Recent Developments
S-14
Risk Factors
S-15
Use of Proceeds
S-17
Capitalization
S-18
Description of the Notes
S-20
Clearance and Settlement
S-32
Description of the Guaranties
S-35
Plan of Distribution
S-42
Taxation
S-45
Difficulties of Enforcing Civil Liabilities Against Non-U.S. Persons
S-49
Legal Matters
S-50
Experts
S-50
PROSPECTUS

Page
About This Prospectus
2
Forward-Looking Statements
3
Petrobras and PifCo.
4
The Securities
5
Legal Ownership
5
Description of Debt Securities
8
Description of Mandatory Convertible Securities
24
Description of Warrants
25
Description of the Guarantees
31
Description of American Depositary Receipts
32
Form of Securities, Clearing and Settlement
41
Plan of Distribution
46
Expenses of the Issue
47
Experts
48
Validity of Securities
48
Enforceability of Civil Liabilities
48
Where You Can Find More Information
51
http://www.sec.gov/Archives/edgar/data/1119639/000095012311004428/y89079fe424b2.htm
1/21/2011

e424b2
Page 5 of 152
Incorporation of Certain Documents by Reference
52
i
http://www.sec.gov/Archives/edgar/data/1119639/000095012311004428/y89079fe424b2.htm
1/21/2011

e424b2
Page 6 of 152
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is the prospectus supplement, which describes the specific terms of the notes PifCo is offering and certain other
matters relating to PifCo and Petrobras and their financial condition. The second part, the accompanying prospectus, gives more general information about securities that
PifCo and Petrobras may offer from time to time. Generally, references to the prospectus mean this prospectus supplement and the accompanying prospectus combined. If
the information in this prospectus supplement differs from the information in the accompanying prospectus, the information in this prospectus supplement supersedes the
information in the accompanying prospectus.
We are responsible for the information contained and incorporated by reference in this prospectus and in any related free-writing prospectus we prepare or authorize.
PifCo and Petrobras have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you.
Neither PifCo nor Petrobras is making an offer to sell the notes in any jurisdiction where the offer is not permitted. You should not assume that the information in this
prospectus supplement, the accompanying prospectus or any document incorporated by reference is accurate as of any date other than the date of the relevant document.
In this prospectus supplement, unless the context otherwise requires or as otherwise indicated, references to "Petrobras" mean Petróleo Brasileiro S.A.-Petrobras and its
consolidated subsidiaries taken as a whole, and references to "PifCo" mean Petrobras International Finance Company, a wholly-owned subsidiary of Petrobras, and its
consolidated subsidiaries taken as a whole. Terms such as "we," "us" and "our" generally refer to both Petrobras and PifCo, unless the context requires otherwise or as
otherwise indicated.
FORWARD-LOOKING STATEMENTS
Many statements made or incorporated by reference in this prospectus supplement are forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, or the "Securities Act," and Section 21E of the Securities Exchange Act of 1934, as amended, or the "Exchange Act," that are not based on
historical facts and are not assurances of future results. Many of the forward-looking statements contained, or incorporated by reference, in this prospectus supplement may
be identified by the use of forward-looking words, such as "believe," "expect," "anticipate," "should," "planned," "estimate" and "potential," among others. We have made
forward-looking statements that address, among other things:

·
our marketing and expansion strategy;
· our exploration and production activities, including drilling;

·
our activities related to refining, import, export, transportation of petroleum, natural gas and oil products, petrochemicals, power generation, biofuels and other
sources of renewable energy;

·
our projected and targeted capital expenditures and other costs, commitments and revenues;
· our liquidity and sources of funding;
· development of additional revenue sources; and

·
the impact, including cost, of acquisitions.
Our forward-looking statements are not guarantees of future performance and are subject to assumptions that may prove incorrect and to risks and uncertainties that are
difficult to predict. Our actual results could differ materially from those expressed or forecast in any forward-looking statements as a result of a variety of factors. These
factors include, among other things:

·
our ability to obtain financing;
S-1
http://www.sec.gov/Archives/edgar/data/1119639/000095012311004428/y89079fe424b2.htm
1/21/2011

e424b2
Page 7 of 152
http://www.sec.gov/Archives/edgar/data/1119639/000095012311004428/y89079fe424b2.htm
1/21/2011

e424b2
Page 8 of 152
Table of Contents

·
general economic and business conditions, including crude oil and other commodity prices, refining margins and prevailing exchange rates;
· our ability to find, acquire or gain access to additional reserves and to develop our current reserves successfully;
· global economic conditions;

·
our ability to find, acquire or gain access to additional reserves and to develop our current reserves successfully;
· uncertainties inherent in making estimates of our oil and gas reserves, including recently discovered oil and gas reserves;
· competition;

·
technical difficulties in the operation of our equipment and the provision of our services;

·
changes in, or failure to comply with, laws or regulations;
· receipt of governmental approvals and licenses;

·
international and Brazilian political, economic and social developments;

·
natural disasters, accidents, military operations, acts of terrorism or sabotage, wars or embargoes;
· the cost and availability of adequate insurance coverage; and
· other factors discussed below under "Risk Factors."
For additional information on factors that could cause our actual results to differ from expectations reflected in forward-looking statements, please see "Risk Factors" in
this prospectus supplement and in documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
All forward-looking statements attributed to us or a person acting on our behalf are qualified in their entirety by this cautionary statement. 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.
S-2
http://www.sec.gov/Archives/edgar/data/1119639/000095012311004428/y89079fe424b2.htm
1/21/2011

e424b2
Page 9 of 152
Table of Contents
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We are incorporating by reference into this prospectus supplement the following documents that we have filed with the Securities and Exchange Commission (SEC):
PifCo
(1) The combined Petrobras and PifCo Annual Report on Form 20-F for the year ended December 31, 2009, filed with the SEC on May 19, 2010.
(2) The combined Petrobras and PifCo Annual Report on Form 20-F/A for the year ended December 31, 2009, filed with the SEC on August 31, 2010.
(3) The PifCo report on Form 6-K containing financial information for the nine-month period ended September 30, 2010, prepared in accordance with U.S. GAAP,
furnished to the SEC on November 23, 2010.
(4) Any future filings of PifCo on Form 20-F made with the SEC after the date of this prospectus supplement and prior to the completion of the offering of the securities
offered by this prospectus supplement, and any future reports of PifCo on Form 6-K furnished to the SEC during that period that are identified in those forms as being
incorporated into this prospectus supplement or the accompanying prospectus.
Petrobras
(1) The combined Petrobras and PifCo Annual Report on Form 20-F for the year ended December 31, 2009, filed with the SEC on May 19, 2010.
(2) The combined Petrobras and PifCo Annual Report on Form 20-F/A for the year ended December 31, 2009, filed with the SEC on August 31, 2010.
(3) Reports on Form 6-K/A and Form 6-K furnished by Petrobras to the SEC on the dates indicated below, concerning the financial condition and results of operations of
Petrobras for the nine-month period ended September 30, 2010:

·
Report furnished on November 24, 2010, containing financial statements prepared in accordance with U.S. GAAP as of September 30, 2010 and for the nine-
month periods ended September 30, 2010 and 2009.
· Report furnished on November 24, 2010, containing our release concerning Petrobras' earnings and financial condition for the nine months ended September 30,
2010.
(4) Reports on Form 6-K, furnished to the SEC by Petrobras on the dates indicated below, concerning other recent developments in our business:

·
Reports furnished on May 17, 2010 and May 27, 2010, relating to the May 31, 2010 payment of interest on capital for the 2010 fiscal year in the amount of
R$1,755 million.

·
Report furnished on June 23, 2010, relating to Petrobras' Business Plan for 2010-2014.

·
Report furnished on July 19, 2010, relating to the approval by Petrobras' board of directors of an advance payment of interest on capital for the 2010 fiscal year in
the amount of R$1,755 million.

·
Report furnished on August 13, 2010, relating to the shutdown of operations at the P-33 platform in the Marlim field of the Campos Basin.
S-3
http://www.sec.gov/Archives/edgar/data/1119639/000095012311004428/y89079fe424b2.htm
1/21/2011

e424b2
Page 10 of 152
Table of Contents

·
Report furnished on August 30, 2010, relating to the August 31, 2010 payment of interest on capital for the 2010 fiscal year in the amount of R$0.20 per common
and R$0.20 per preferred share.

·
Report furnished on September 3, 2010, containing material information about Petrobras that was made available to potential investors in a preliminary
prospectus supplement, dated as of September 3, 2010, that Petrobras filed with the SEC under Rule 424(b)(2) in connection with a global offering of its shares,
including shares in the form of American Depositary Shares (ADSs).

·
Report furnished on October 25, 2010, relating to the execution of an ethanol supply contract with Açúcar Guarani S.A. with a total estimated value
R$2.1 billion.

·
Report furnished on November 1, 2010, relating to the execution of an ethanol supply agreement with Toyota Tsusho Corporation with a total estimated value of
US$820 million.

·
Report furnished on November 12, 2010, relating to the execution of construction contracts in the amount of US$3.46 billion providing for the construction of
production units for the development of the Santos Basin pre-salt areas.

·
Report furnished on November 24, 2010, relating to the November 30, 2010 payment of interest on capital for the 2010 fiscal year in amount of R$0.14 per
common and R$0.14 per preferred shares (R$0.28 per ADR).

·
Report furnished on December 22, 2010, relating to Petrobras' acquisition of a 30% stake in Refinaria Alberto Pasqualini S.A. (REFAP).
· Report furnished on December 27, 2010, relating to the December 30, 2010 payment of interest on capital for the 2010 fiscal year in amount R$0.20 per common
and R$0.20 per preferred shares (R$0.40 per ADR).
· Report furnished on January 18, 2011, relating to Petrobras' 2010 year-end volumes of proved reserves of oil, condensate and natural gas in Brazil and outside of
Brazil, calculated in accordance with the SEC rules for estimating and disclosing oil and gas reserve quantities.
(5) Reports on Form 6-K, furnished to the SEC by Petrobras on the dates indicated below, concerning the capitalization of Petrobras, and transfer to Petrobras of certain
exploration and production rights and related legal developments, and the global offering of Petrobras shares, including shares in the form of ADSs:

·
Report furnished on June 10, 2010, relating to the approval by the Brazilian Federal Senate of legislation regarding Petrobras' capitalization, the transfer to
Petrobras of pre-salt oil and gas exploration and production rights and the introduction of a production-sharing regime for exploration and production activities in
pre-salt and strategic areas.

·
Report furnished on June 23, 2010, relating to the approval by Petrobras' shareholders of amendments to Petrobras' bylaws to permit the capitalization
transaction.

·
Report furnished on June 30, 2010, relating to the signature by the Brazilian president of legislation regarding Petrobras' capitalization and the transfer to
Petrobras of pre-salt oil and gas exploration and production rights.

·
Reports furnished on July 29, 2010 and August 12, 2010, relating to the approval by shareholders of the criteria and methodology for the valuation of the
Brazilian federal treasury bills (Letras Financeiras de emissão da Secretaria do Tesouro Nacional, or LFTs) to be used by Petrobras' shareholders at their
election to pay for shares, and delegating authority to the board of directors of Petrobras to establish the value of each series of LFTs used for this purpose.
· Report furnished on September 7, 2010, containing English translations of the reservation forms for the priority subscription of Petrobras' common shares and
preferred shares.
S-4
http://www.sec.gov/Archives/edgar/data/1119639/000095012311004428/y89079fe424b2.htm
1/21/2011