Obligation Petrobras 7.875% ( US71645WAN11 ) en USD

Petrobras

100 % ▲

Bresil

US71645WAN11 ( en USD )

7.875% par an ( paiement semestriel )

15/03/2019 - Obligation échue

Prospectus brochure de l'obligation Petrobras US71645WAN11 en USD 7.875%, échue

100 000 USD

2 750 000 000 USD

71645WAN1

N/A

L'Obligation émise par Petrobras ( Bresil ) , en USD, avec le code ISIN US71645WAN11, paye un coupon de 7.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2019
L'Obligation émise par Petrobras ( Bresil ) , en USD, avec le code ISIN US71645WAN11, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 y74454b2e424b2.htm PROSPECTUS SUPPLEMENT
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Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration Statements Nos. 333-139459 and 333-
139459-01
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 18, 2006)
U.S.$1,500,000,000
Petrobras International Finance Company
Unconditionally guaranteed by
Petróleo Brasileiro S.A.--PETROBRAS
(Brazilian Petroleum Corporation--Petrobras)
7.875% Global Notes due 2019
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 mature on March 15, 2019,
and will bear interest at the rate of 7.875% per annum. The notes will be unconditionally and irrevocably guaranteed by Petrobras.
Interest on the notes is payable on March 15 and September 15 of each year, beginning on September 15, 2009. Due to a change in
Brazilian law, in addition to the standby purchase agreements used in prior issuances by PifCo, Petrobras is also allowed to render
guaranties in connection with the notes. Petrobras intends to use guaranties in future issuances of notes. The obligations of
Petrobras under the guaranty are similar to its obligations under the standby purchase agreements used in prior issuances.
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 (the "NYSE").

See "Risk Factors" on page S-17 to read about factors you should consider before buying the notes offered in this
prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved
of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary
is a criminal offense.

Per Note
Total U.S.
Initial price to the public(1)

98.283%
$1,474,245,000
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U.S.
Underwriting discount

0.400%

$6,000,000
U.S.
Proceeds, before expenses, to PifCo

97.883%
$1,468,245,000

(1) Plus accrued interest from February 11, 2009, 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 SA/NV, as operator of the
Euroclear System, against payment in New York, New York on or about February 11, 2009.
Joint Bookrunners

HSBC

JPMorgan

Santander Investment

Co-managers

Citi BB Securities
February 4, 2009

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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
About This Prospectus Supplement

S-3
Difficulties of Enforcing Civil Liabilities against Non-U.S. Persons

S-3
Forward-Looking Statements

S-4
Incorporation of Certain Documents by Reference

S-6
Where You Can Find More Information

S-8
Summary

S-9
Recent Developments

S-15
Risk Factors

S-17
Use of Proceeds

S-19
Capitalization

S-20
Description of the Notes

S-22
Clearance and Settlement

S-33
Description of the Guaranty

S-36
Plan of Distribution

S-43
Taxation

S-48
Legal Matters

S-52
Experts

S-52
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 Standby Purchase Agreements

31
Description of the Guarantees

38
Description of American Depositary Receipts

40
Form of Securities, Clearing and Settlement

48
Plan of Distribution

53
Expenses of the Issue

54
Experts

54
Validity of Securities

55
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Enforceability of Civil Liabilities

55
Where You Can Find More Information

57
Incorporation of Certain Documents by Reference

58
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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 description of the notes in this prospectus supplement differs
from the description in the accompanying prospectus, the description in this prospectus supplement supersedes the
description in the accompanying prospectus.
You should rely only on the information incorporated by reference or provided in this prospectus supplement or in
the accompanying prospectus. PifCo and Petrobras have not authorized anyone to provide you with different
information. 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.
DIFFICULTIES OF ENFORCING CIVIL LIABILITIES AGAINST NON-U.S. PERSONS
Petrobras is a sociedade de economia mista (mixed capital company), a public sector company with some private
sector ownership, established under the laws of Brazil, and PifCo is an exempted limited liability company
incorporated under the laws of the Cayman Islands. A substantial portion of the assets of Petrobras and PifCo are
located outside the Unites States, and at any time all of their executive officers and directors, and certain advisors
named in this prospectus supplement, may reside outside the United States. As a result, it may not be possible for you
to effect service of process on any of those persons within the United States. In addition, it may not be possible for
you to enforce a judgment of a United States court for civil liability based upon the United States federal securities
laws against any of those persons outside the United States. For further information on potential difficulties in
effecting service of process on any of those persons or enforcing judgments against any of them outside the United
States, see "Enforceability of Civil Liabilities" in the accompanying prospectus.
S-3
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Table of Contents
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, but are not limited to our:
· regional marketing and expansion strategy;
· drilling and other exploration activities;
· import and export activities;
· projected and targeted capital expenditures and other costs, commitments and revenues;
· liquidity; and
· development of additional revenue sources.
Because these forward-looking statements involve risks and uncertainties, there are important factors that could
cause actual results to differ materially from those expressed or implied by these forward-looking statements. These
factors include, among other things:
· our ability to obtain financing;
· 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 oil and gas reserves and to successfully develop our
current ones;
· 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;
· military operations, acts of terrorism or sabotage, wars or embargoes;
· the costs and availability of adequate insurance coverage; and
· other factors discussed below under "Risk Factors."
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These statements are not guarantees of future performance and are subject to certain risks, uncertainties and
assumptions that are difficult to predict. Therefore, our actual results could differ materially from those expressed or
forecast in any forward-looking statements as a result of a variety of factors, including those in "Risk Factors" set
forth 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 expressly 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. Because of these
uncertainties, potential investors should not rely on any forward-looking statements.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We are incorporating by reference into this prospectus supplement the following documents that we have filed
with the SEC:
PifCo
(1) The combined Petrobras and PifCo Annual Report on Form 20-F for the year ended December 31, 2007, filed
with the SEC on May 19, 2008.
(2) The PifCo Report on Form 6-K containing financial information for the nine-month period ended
September 30, 2008, prepared in accordance with U.S. GAAP, furnished to the SEC on November 28, 2008.
(3) 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, 2007, filed
with the SEC on May 19, 2008.
(2) The Petrobras Reports on Form 6-K relating to Petrobras' acquisition of new drilling ships and semi-
submersible drilling platforms to support exploration and production activities, furnished to the SEC on May 21,
2008 and June 2, 2008.
(3) The Petrobras Report on Form 6-K relating to the upgrade by Standard & Poor's of Petrobras' rating,
furnished to the SEC on May 29, 2008.
(4) The Petrobras Report on Form 6-K relating to the upgrade by Fitch Ratings of Petrobras' rating, furnished to
the SEC on June 5, 2008.
(5) The Petrobras Report on Form 6-K relating to the conclusion of the tender offer for the acquisition of the
minority shareholders' shares of Suzano Petroquímica S.A., furnished to the SEC on June 19, 2008.
(6) The Petrobras Report on Form 6-K relating to Petrobras' challenge of a special participation tax collected by
the National Petroleum Agency on production in the Marlim field, furnished to the SEC on July 8, 2008.
(7) The Petrobras Report on Form 6-K relating to the purchase of ExxonMobil's stake in Esso Chile Petrolera and
other Chilean distribution companies, furnished to the SEC on August 8, 2008.
(8) The Petrobras Report on Form 6-K clarifying a report in the Brazilian media relating to the unification of oil
and natural gas fields in the pre-salt section of the Santos Basin, furnished to the SEC on August 21, 2008.
(9) The Petrobras Reports on Form 6-K containing financial information for the nine-month period ended
September 30, 2008, prepared in accordance with U.S. GAAP, furnished to the SEC on November 28, 2008.
(10) The Petrobras Report on Form 6-K clarifying Petrobras' financial position in light of international market
conditions, furnished to the SEC on November 28, 2008.
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Document Outline

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