Obligation Petrobras 5.5% ( US71647NBJ72 ) en USD

Petrobras

79.748 % ▼

Bresil

US71647NBJ72 ( en USD )

5.5% par an ( paiement semestriel )

10/06/2051

Prospectus brochure de l'obligation Petrobras US71647NBJ72 en USD 5.5%, échéance 10/06/2051

2 000 USD

1 500 000 000 USD

71647NBJ7

BB- ( Spéculatif )

Ba1 ( Spéculatif )

10/06/2024 ( Dans 23 jours )

L'Obligation émise par Petrobras ( Bresil ) , en USD, avec le code ISIN US71647NBJ72, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/06/2051

L'Obligation émise par Petrobras ( Bresil ) , en USD, avec le code ISIN US71647NBJ72, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Petrobras ( Bresil ) , en USD, avec le code ISIN US71647NBJ72, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

424B2 1 tm2118048d9_424b2.htm 424B2
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-229096 and 333-229096-01
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 1, 2019)
Petrobras Global Finance B.V.
Unconditionally guaranteed by
Petróleo Brasileiro S.A. -- Petrobras
(Brazilian Petroleum Corporation -- Petrobras)
U.S.$1,500,000,000 5.500% Global Notes due 2051
The 5.500% Global Notes due 2051 (the "Notes") are general, unsecured, unsubordinated obligations of Petrobras Global
Finance B.V. ("PGF"), a wholly-owned subsidiary of Petróleo Brasileiro S.A. -- Petrobras ("Petrobras"). The Notes will be
unconditionally and irrevocably guaranteed by Petrobras. The Notes will mature on June 10, 2051 and will bear interest at the
rate of 5.500% per annum. Interest on the Notes is payable on June 10 and December 10 of each year, beginning on December
10, 2021.
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 or from time to time prior to December 10, 2050 (the date
that is six months prior to the scheduled maturity of the Notes), by paying the greater of the principal amount of the Notes to be
redeemed and a "make-whole" amount, in each case plus accrued and unpaid interest. Beginning on December 10, 2050, PGF
may redeem, in whole or in part, the Notes at a price equal to 100% of the principal amount of the Notes to be redeemed, plus
accrued and unpaid interest. The Notes will also be redeemable in whole without premium prior to maturity at PGF's option
upon the imposition of certain withholding taxes. See "Description of the Notes--Optional Redemption."
In connection with the offering, the underwriters are not acting for anyone other than the issuer. Neither the underwriters nor
any of their affiliates regulated by the Financial Conduct Authority will be responsible to anyone other than the issuer for
providing the protections afforded to their clients nor for providing advice in relation to the offering.
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.
Proceeds, before expenses, to
Initial price to the public(1):
Underwriting discount(2):
PGF:
Per Note
Total
Per Note
Total
Per Note
Total
Notes
96.446% U.S.$ 1,446,690,000
0.300% U.S.$ 4,500,000
96.146% U.S.$ 1,442,190,000
(1) Plus accrued interest from June 10, 2021, if settlement occurs after such date.
(2) See "Underwriting" beginning on page S-42 of this prospectus supplement for additional information regarding
underwriting compensation.
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 June 10, 2021.
Joint Bookrunners
BofA
Goldman Sachs & Co. LLC
Itaú BBA
J.P. Morgan MUFG Santander UBS Investment Bank
Securities

The date of this prospectus supplement is June 2, 2021.

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page
About this Prospectus Supplement
S-1
Forward-Looking Statements
S-3
Incorporation of Certain Documents by Reference
S-5
Where You Can Find More Information
S-6
Summary
S-7
Risk Factors
S-14
Use of Proceeds
S-16
Selected Financial and Operating Information
S-17
Capitalization
S-19
Description of the Notes
S-20
Description of the Guaranty
S-32
Clearance and Settlement
S-39
Underwriting
S-42
Taxation
S-49
Difficulties of Enforcing Civil Liabilities Against Non-U.S. Persons
S-57
Legal Matters
S-58
Independent Registered Public Accounting Firm
S-59

PROSPECTUS
Page
About this Prospectus
2
Forward-Looking Statements
3
Petrobras
5
PGF
5
Use of Proceeds
6
The Securities
7
Legal Ownership
8
Description of Debt Securities
11
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
48
Experts
50
Validity of Securities
51
Difficulties of Enforcing Civil Liabilities Against Non-U.S. Persons
52
Where You Can Find More Information
54
Incorporation of Certain Documents by Reference
55

ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of
the Notes that 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.
Prohibition of Sales to EEA Retail Investors: The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area
("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU)
2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as
amended, the "Prospectus Regulation"); and the expression "offer" includes the communication in any form and by any means
of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase
or subscribe the Notes. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended,
the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
This prospectus supplement has been prepared on the basis that any offer of Notes in any Member State of the EEA
will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers
of Notes. Accordingly any person making or intending to make an offer in that Member State of Notes which are the subject of
the offering contemplated in this prospectus supplement may only do so to legal entities that are qualified investors as defined
in Article 2 of the Prospectus Regulation, provided that no such offer of Notes shall require PGF or any of the underwriters to
publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the
Prospectus Regulation, in each case in relation to such offer.
Neither PGF nor the underwriters have authorized, nor do they authorize, the making of any offer of Notes to any legal
entity which is not a qualified investor as defined in the Prospectus Regulation. Neither PGF nor the underwriters have
authorized, nor do they authorize, the making of any offer of Notes through any financial intermediary, other than offers made
by the underwriters, which constitute the final placement of the Notes contemplated in this prospectus supplement.
The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended or superseded).
S-1

Each person in a Member State of the EEA who receives any communication in respect of, or who acquires any Notes
under, the offers to the public contemplated in this prospectus supplement, or to whom the Notes are otherwise made available,
will be deemed to have represented, warranted, acknowledged and agreed to and with each underwriter and PGF that it and any
person on whose behalf it acquires Notes is: (1) a "qualified investor" within the meaning of Article 2(e) of the Prospectus
Regulation; and (2) not a "retail investor" (as defined above).
Prohibition of Sales to UK Retail Investors: The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK").
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article
2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018
(the "EUWA"); or (ii) a customer within the meaning of the Financial Services and Markets Act 2000 (as amended, the
"FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus
Regulation as it forms part of domestic law by virtue of the EUWA; and the expression "offer" includes the communication in
any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an
investor to decide to purchase or subscribe the Notes. Consequently, no key information document required by the PRIIPs
Regulation as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the
Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
This prospectus supplement has been prepared on the basis that any offer of Notes in the UK will be made pursuant to
an exemption under the UK Prospectus Regulation and section 85 of the Financial Services and Markets Act 2000 (as amended,
the "FSMA") from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to
make an offer in the UK of Notes which are the subject of the offering contemplated in this prospectus supplement may only do
so to legal entities which are qualified investors as defined in Article of the UK Prospectus Regulation, provided that no such
offer of Notes shall require PGF or any of the underwriters to publish a prospectus pursuant to Article 3 of the UK Prospectus
Regulation or section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation, in
each case in relation to such offer.
Neither PGF nor the underwriters have authorized, nor do they authorize, the making of any offer of Notes to any legal
entity which is not a qualified investor as defined in the UK Prospectus Regulation. Neither PGF nor the underwriters have
authorized, nor do they authorize, the making of any offer of Notes through any financial intermediary, other than offers made
by the underwriters, which constitute the final placement of the Notes contemplated in this prospectus supplement.
The expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the EUWA.
Each person in the UK who receives any communication in respect of, or who acquires any Notes under, the offers to
the public contemplated in this prospectus supplement, or to whom the Notes are otherwise made available, will be deemed to
have represented, warranted, acknowledged and agreed to and with each underwriter and PGF that it and any person on whose
behalf it acquires Notes is: (1) a "qualified investor" within the meaning of Article 2(e) of the UK Prospectus Regulation; and
(2) not a "retail investor" (as defined above).
S-2

FORWARD-LOOKING STATEMENTS
Some of the information contained or incorporated by reference in this prospectus supplement are forward-looking
statements 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:

Petrobras's marketing and expansion strategy;

Petrobras's exploration and production activities, including drilling;

Petrobras's activities related to refining, import, export, transportation of oil, natural gas and oil products,
petrochemicals, power generation, biofuels and other sources of renewable energy;

Petrobras's projected and targeted capital expenditures, commitments and revenues;

Petrobras's liquidity and sources of funding;

Petrobras's 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 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:

Petrobras's 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;

Petrobras's ability to find, acquire or gain access to additional reserves and to develop Petrobras's 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 Petrobras's equipment and the provision of Petrobras's services;

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;
S-3

international and Brazilian political, economic and social developments;

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

global health crises, such as the COVID-19 pandemic;

the cost and availability of adequate insurance coverage;

Petrobras's ability to successfully implement assets sales under Petrobras's portfolio management program;

Petrobras's ability to successfully implement its Strategic Plan, whether that Strategic Plan remains in place, and
the direction of any subsequent strategic plans;

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 Petrobras's risk management policies and procedures, including operational risk;

potential changes to the composition of Petrobras's board of directors and management team; and

litigation, such as class actions or enforcement or other proceedings brought by governmental and regulatory
agencies.
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-4

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Petrobras is incorporating by reference into this prospectus supplement the following documents that it has filed with
the U.S. Securities and Exchange Commission ("SEC"):
1.
The Petrobras Annual Report on Form 20-F for the year ended December 31, 2020 filed with the SEC on March
25, 2021 (the "2020 Form 20-F").
2.
The Petrobras Report on Form 6-K furnished to the SEC on May 14, 2021, containing Petrobras's unaudited
consolidated interim financial statements in U.S. dollars as of March 31, 2021, and for the three-month periods
ended March 31, 2021 and 2020, prepared and presented in accordance with IAS 34 "Interim Financial
Reporting" as issued by the International Accounting Standards Board.
3.
The Petrobras Report on Form 6-K furnished to the SEC on May 19, 2021, relating to Petrobras's new Chief
Governance and Compliance Officer.
4.
The Petrobras Report on Form 6-K furnished to the SEC on May 21, 2021, relating to the exclusion of the VAT
tax (ICMS) from the PIS and COFINS tax base.
5.
The Petrobras Report on Form 6-K furnished to the SEC on May 27, 2021, relating to the collective action suit in
The Netherlands.
6.
The Petrobras Report on Form 6-K furnished to the SEC on June 1, 2021, containing a discussion of Petrobras's
financial information and results in U.S. dollars as of March 31, 2021, and for the three-month periods ended
March 31, 2021 and 2020.
7.
The Petrobras Report on Form 6-K furnished to the SEC on June 1, 2021, relating to recent litigation involving
Petrobras's wholly-owned subsidiary, Petrobras Bolivia S.A.
8.
The Petrobras Report on Form 6-K furnished to the SEC on June 1, 2021, relating to the resignation of a member
of Petrobras's board of directors.
9.
Any future reports of Petrobras on Form 6-K furnished to the SEC that are identified in those forms as being
incorporated by reference into this prospectus supplement or the accompanying prospectus.
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 -- 18th Floor, 20031-912--Rio de Janeiro, RJ, Brazil, Attn: Leandro da Rocha Santos, Institutional
Investors Manager at Investor Relations Department (telephone: +55 (21) 3224-0792; fax: +55 (21) 3224-1401; e-mail:
[email protected]).
S-5

WHERE YOU CAN FIND MORE INFORMATION
Information that Petrobras files with or furnishes to the SEC after the date of this prospectus supplement, and that is
incorporated by reference herein, will automatically update and supersede the information in this prospectus supplement. You
should review the SEC filings and reports that Petrobras incorporates by reference to determine if any of the statements in this
prospectus supplement, the accompanying prospectus or in any documents previously incorporated by reference have been
modified or superseded.
Documents incorporated by reference in this prospectus supplement are available without charge. Each person to
whom this prospectus supplement and the accompanying prospectus are delivered may obtain documents incorporated by
reference herein by requesting them either in writing or orally, by telephone or by e-mail from us at the following address:
Investor Relations Department
Petróleo Brasileiro S.A.- Petrobras
Avenida República do Chile, 65 -- 18th Floor
20031-912 -- Rio de Janeiro -- RJ, Brazil
Attn: Leandro da Rocha Santos, Institutional Investors Manager at Investor Relations Department
Telephone: +55 (21) 3224-0792
Fax: +55 (21) 3224-1401
E-mail: [email protected]
Petrobras is subject to the information requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), applicable to a foreign private issuer, and accordingly files or furnishes reports, including annual reports on
Form 20-F, reports on Form 6-K, and other information with the SEC. Any filings Petrobras makes electronically will be
available to the public over the Internet at the SEC's web site at http://www.sec.gov. The information on this website, which
might be accessible through a hyperlink resulting from this URL, is not and shall not be deemed to be incorporated into this
prospectus supplement.
S-6