Obligation PetroGlobal Finance BV 8.75% ( US71647NAQ25 ) en USD

PetroGlobal Finance BV

100 % ▼

Bresil

US71647NAQ25 ( en USD )

8.75% par an ( paiement semestriel )

22/05/2026

Prospectus brochure de l'obligation Petrobras Global Finance BV US71647NAQ25 en USD 8.75%, échéance 22/05/2026

2 000 USD

3 000 000 000 USD

71647NAQ2

BB- ( Spéculatif )

Ba1 ( Spéculatif )

23/05/2026 ( Dans 52 jours )

Petrobras Global Finance BV est une filiale néerlandaise de Petrobras, la compagnie pétrolière brésilienne, principalement impliquée dans les opérations financières internationales, telles que l'émission d'obligations et la gestion de la dette.

L'Obligation émise par PetroGlobal Finance BV ( Bresil ) , en USD, avec le code ISIN US71647NAQ25, paye un coupon de 8.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/05/2026

L'Obligation émise par PetroGlobal Finance BV ( Bresil ) , en USD, avec le code ISIN US71647NAQ25, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par PetroGlobal Finance BV ( Bresil ) , en USD, avec le code ISIN US71647NAQ25, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 pbra20160518_424b2.htm 424B2
CALCULATION OF REGISTRATION FEE
Title of each class of securities
Amount to be
Proposed maximum
Proposed maximum aggregate
Amount of registration
offered
registered
offering price per unit
offering price
fee(1)
Debt securities
8.375% Global Notes due 2021
U.S.$5,000,000,000.00
99.002%
U.S.$4,950,100,000.00
U.S.$498,475.07
8.750% Global Notes due 2026
U.S.$1,750,000,000.00
98.374%
U.S.$1,721,545,000.00
U.S.$173,359.58
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 guaranties.

Filed pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-206660 and 333-206660-01
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 28, 2015)
Petrobras Global Finance B.V.
Unconditionally guaranteed by
Petróleo Brasileiro S.A. -- Petrobras
(Brazilian Petroleum Corporation -- Petrobras)
U.S.$5,000,000,000 8.375% Global Notes due 2021
U.S.$1,750,000,000 8.750% Global Notes due 2026
The 8.375% Global Notes due 2021 (the "2021 Notes") and the 8.750% Global Notes due 2026 (the "2026 Notes" and together with the 2021 Notes, each a
"series", and collectively, the "notes"), are general, unsecured, unsubordinated obligations of Petrobras Global Finance B.V., or "PGF," a wholly-owned
subsidiary of Petróleo Brasileiro S.A.-Petrobras, or "Petrobras." The Notes will be unconditionally and irrevocably guaranteed by Petrobras. The 2021 Notes
will mature on May 23, 2021 and will bear interest at the rate of 8.375% per annum. The 2026 Notes will mature on May 23, 2026, and will bear interest at the
rate of 8.750% per annum. Interest on the Notes is payable on May 23 and November 23 of each year, beginning on November 23, 2016.
PGF will pay additional amounts related to the deduction of certain withholding taxes in respect of certain payments on the Notes. PGF 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 PGF's option solely upon the imposition of certain withholding taxes.
See "Description of the Notes--Optional Redemption--Redemption for Taxation Reasons."
ANY OFFER OR SALE OF NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA THAT HAS IMPLEMENTED DIRECTIVE
2003/71/EC, AS AMENDED, (THE "PROSPECTUS DIRECTIVE") MUST BE ADDRESSED TO QUALIFIED INVESTORS (AS DEFINED IN THE
PROSPECTUS DIRECTIVE).
------------------------
PGF intends to apply to have the Notes approved for listing on the New York Stock Exchange, or the "NYSE."
------------------------
See "Risk Factors" beginning on page S-14 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 supplement is truthful or complete. Any representation to the contrary is a criminal offense.
Initial price to the public(1):
Underwriting discount:
Proceeds, before expenses, to PGF:
Per Note
Total
Per Note
Total
Per Note
Total
2021 Notes
99.002%
U.S.$4,950,100,000
0.30%
U.S.$15,000,000
98.702%
U.S.$4,935,100,000
2026 Notes
98.374%
U.S.$1,721,545,000
0.30%
U.S.$5,250,000
98.074%
U.S.$1,716,295,000

(1) Plus accrued interest from May 23, 2016, 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 May 23, 2016.
Joint Bookrunners
BB Securities
BofA Merrill Lynch
J.P. Morgan
Santander
May 17, 2016

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
About this Prospectus Supplement
S-1
Forward-Looking Statements
S-2
Incorporation of Certain Documents by Reference
S-4
Where You Can Find More Information
S-5
Summary
S-6
Recent Developments
S-13
Risk Factors
S-14
Use of Proceeds
S-16
Ratio of Earnings to Fixed Charges
S-17
Ratio of Earnings to Fixed Charges and Preferred Dividends
S-18
Selected Financial and Operating Information
S-19
Capitalization
S-21
Description of the Notes
S-22
Description of the Guaranties
S-34
Clearance and Settlement
S-41
Underwriting
S-44
Taxation
S-51
Difficulties of Enforcing Civil Liabilities Against Non-U. S. Persons
S-59
Legal Matters
S-60
Independent Registered Public Accounting Firm
S-61

PROSPECTUS
Page
About This Prospectus
2
Forward-Looking Statements
3
Petrobras
4
PGF
5
Use of Proceeds
5
Ratio of Earnings to Fixed Charges
6
Ratio of Earnings to Fixed Charges and Preferred Dividends
7
The Securities
8
Legal Ownership
9
Description of Debt Securities
12
Description of Mandatory Convertible Securities
28
Description of Warrants
29
Description of the Guaranties
35
Description of American Depositary Receipts
36
Form of Securities, Clearing and Settlement
43
Plan of Distribution
49
Experts
51
Validity of Securities
51
Enforceability of Civil Liabilities
51
Where You Can Find More Information
53
Incorporation of Certain Documents by Reference
54

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 PGF is offering and certain other matters relating to PGF and Petrobras and Petrobras's financial condition. The
second part, the accompanying prospectus, gives more general information about securities that PGF 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 supplement and in
any related free-writing prospectus we prepare or authorize. PGF 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 PGF 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
"PGF" mean Petrobras Global Finance B.V., a wholly-owned subsidiary of Petrobras. Terms such as "we," "us" and "our"
generally refer to both Petrobras and PGF, unless the context requires otherwise or as otherwise indicated.
References herein to "reais" or "R$" are to the lawful currency of Brazil. References herein to "U.S. dollars" or
"U.S.$" are to the lawful currency of the United States. References herein to "euros" or "" are to the lawful currency of the
member states of the European Monetary Union that have adopted or will adopt the single currency in accordance with the
Treaty Establishing the European Community, as amended by the Treaty on European Union.
S-1

FORWARD-LOOKING STATEMENTS
Some of the information contained 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 (the "Securities Act"), and Section
21E of the Securities Exchange Act of 1934, as amended (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," "estimate,"
"anticipate," "intend," "plan," "aim," "will," "may," "should," "could," "would," "likely," "potential" 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 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 oil, 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;

our pricing strategy and development of additional revenue sources; and

the impact, including cost, of acquisitions and divestments.
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 assumptions and factors. These factors
include, but are not limited to, the following:

our ability to obtain financing;
general economic and business conditions, including crude oil and other commodity prices, refining margins and

prevailing exchange rates;

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;
S-2

changes in, or failure to comply with, laws or regulations, including with respect to fraudulent activity, corruption
and bribery;

receipt of governmental approvals and licenses;

international and Brazilian political, economic and social developments;

natural disasters, accidents, military operations, acts of sabotage, wars or embargoes;

the cost and availability of adequate insurance coverage;

our ability to successfully implement assets sales under our divestment program;
the outcome of ongoing corruption investigations and any new facts or information that may arise in relation to

the "Lava Jato investigation;"

the effectiveness of our risk management policies and procedures, including operational risks;

litigation, such as class actions or enforcement or other proceedings brought by governmental and regulatory
agencies; 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 expressly qualified in their entirety
by this cautionary statement, and you should not place undue reliance on any forward-looking statement included in this
prospectus supplement or the accompanying prospectus. 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-3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Petrobras is incorporating by reference into this prospectus supplement the following documents that it has filed with
the Securities and Exchange Commission ("SEC"):
(1) The Petrobras Annual Report on Form 20-F for the year ended December 31, 2015 (the "2015 Form 20-F")
filed with the SEC on April 28, 2016.
(2) The Petrobras Report on Form 6-K furnished to the SEC on May 17, 2016 containing the Awareness Letter
furnished by PricewaterhouseCoopers Auditores Independentes with respect to financial information as of
and for the three month periods ended March 31, 2016 and 2015, included in our quarterly report on Form
6-K for the quarter ended March 31, 2016.
(3) The Petrobras Reports on Form 6-K filed with the SEC on May 13, 2016, containing financial information, in
U.S. dollars, as of and for the three-month periods ended March 31, 2016 and 2015, prepared in accordance
with International Financial Reporting Standards ("IFRS").
(4) The Petrobras Reports on Form 6-K filed with the SEC on May 4, 2016, May 13, 2016 and May 16, 2016,
regarding the sale of Petrobras Argentina.
(5) The Petrobras Report on Form 6-K filed with the SEC on May 13, 2016 regarding the sale of Nova
Transportadora do Sudeste.
(6) The Petrobras Report on Form 6-K filed with the SEC on May 11, 2016 regarding Fitch rating agency's
downgrade of Petrobras's corporate debt rating.
(7) The Petrobras Report on Form 6-K filed with the SEC on May 9, 2016 regarding the signing of a term sheet
containing the terms and conditions for a financing contract with China Exim Bank and that the facility is
under negotiation.
(8) The Petrobras Report on Form 6-K filed with the SEC on May 9, 2016 regarding its total oil and natural gas
production in April, 2016.
(9) The Petrobras Report on Form 6-K filed with the SEC on May 5, 2016 regarding the new composition of its
statutory audit committee.
(10) The Petrobras Report on Form 6-K filed with the SEC on May 4, 2016 regarding the sale of certain
distribution assets in Chile.
(11) The Petrobras Report on Form 6-K filed with the SEC on May 2, 2016 regarding the election of the board of
directors of Petrobras Distribuidora and the extension of the interim chief executive officer's mandate.
(12) The Petrobras Report on Form 6-K filed with the SEC on April 29, 2016 amending the bylaws of Petrobras.
We will provide without charge to any person to whom a copy of this prospectus supplement is delivered, upon the
written or oral request of any such person, a copy of any or all of the documents referred to above which have been or may be
incorporated herein by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by
reference in such documents). Requests should be directed to Petrobras's Investor Relations Department located at Avenida
República do Chile, 65 -- 10th Floor, 20031-912--Rio de Janeiro, RJ, Brazil (telephones: 55-21-3224-1510 or
55-21-3224-9947).
S-4