Bond PetroGlobal Finance BV 5.75% ( US71647NAZ24 ) in USD

Issuer PetroGlobal Finance BV
Market price refresh price now   100.8 %  ▼ 
Country  Brazil
ISIN code  US71647NAZ24 ( in USD )
Interest rate 5.75% per year ( payment 2 times a year)
Maturity 31/01/2029



Prospectus brochure of the bond Petrobras Global Finance BV US71647NAZ24 en USD 5.75%, maturity 31/01/2029


Minimal amount 2 000 USD
Total amount 2 750 000 000 USD
Cusip 71647NAZ2
Standard & Poor's ( S&P ) rating BB ( Non-investment grade speculative )
Moody's rating Ba1 ( Non-investment grade speculative )
Next Coupon 01/08/2026 ( In 122 days )
Detailed description Petrobras Global Finance BV is a subsidiary of Petróleo Brasileiro S.A. (Petrobras), primarily engaged in financial operations, including debt issuance and management, to support Petrobras' global activities.

A specific bond issuance, identified by ISIN US71647NAZ24 and CUSIP 71647NAZ2, is currently observed in the fixed income market, issued by Petrobras Global Finance BV. This entity serves as a vital financing arm for its parent company, Petróleo Brasileiro S.A. (Petrobras), Brazil's state-controlled multinational energy corporation and one of Latin America's largest integrated energy companies, deeply involved in oil and gas exploration, production, refining, and power generation. This particular debt instrument, originating from Brazil and denominated in United States Dollars (USD), features a fixed coupon rate of 5.75% and is slated for maturity on January 31, 2029. With a total issuance size of USD 2,750,000,000, the bond is presently trading on the market at 101.959% of its par value, indicating a premium pricing, and has a minimum purchase size set at USD 2,000. Interest payments are distributed semi-annually, with a frequency of two times per year. Furthermore, the bond's creditworthiness has been assessed by leading rating agencies, receiving a 'BB' rating from Standard & Poor's (S&P) and a 'Ba1' rating from Moody's, reflecting their respective evaluations of the issuer's financial strength and ability to meet its debt obligations.







424B2 1 d450454d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE
Proposed
Proposed
Amount
maximum
maximum
Title of each class of
to be
offering price
aggregate
Amount of
securities offered
registered
per unit
offering price
registration fee(1)
Debt securities
5.750% Global Notes due 2029
U.S.$2,000,000,000.00
98.402%
U.S.$1,968,040,000.00 U.S.$245,020.98
Guaranty
-(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.


Table of Contents
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.$2,000,000,000 5.750% Global Notes due 2029
The 5.750% Global Notes due 2029 (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 Notes will mature on February 1, 2029 and will bear interest at
the rate of 5.750% per annum. Interest on the Notes is payable on February 1 and August 1 of each year, beginning on August
1, 2018.
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."
PRIIPs Regulation / Prospectus Directive / 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 2002/92/EC (as amended, the "Insurance Mediation 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
Directive 2003/71/EC (as amended, the "Prospectus Directive"). 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 European
Economic Area will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a
prospectus for offers of Notes. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended), and includes
any relevant implementing measure in the Member State concerned.
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-16 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
Per
Per
Note
Total
Note
Total
Note
Total
Notes
98.402%
U.S.$1,968,040,000
0.300%
U.S.$6,000,000
98.102%
U.S.$1,962,040,000


(1) Plus accrued interest from February 1, 2018, 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 February 1, 2018.
Joint Bookrunners
BNP PARIBAS Bradesco BBI Citigroup Credit Agricole CIB Itaú BBA Mizuho Securities
The date of this prospectus supplement is January 25, 2018.


Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page
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-7
Summary
S-8
Recent Developments
S-15
Risk Factors
S-16
Use of Proceeds
S-19
Ratio of Earnings to Fixed Charges
S-20
Ratio of Earnings to Fixed Charges and Preferred Dividends
S-21
Selected Financial and Operating Information
S-22
Capitalization
S-24
Description of the Notes
S-25
Description of the Guaranty
S-36
Clearance and Settlement
S-43
Underwriting
S-46
Taxation
S-54
Difficulties of Enforcing Civil Liabilities Against Non-U.S. Persons
S-62
Legal Matters
S-63
Independent Registered Public Accounting Firm
S-64


Table of Contents
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


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 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.
S-1


Table of Contents
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;
·
the impact, including cost, of acquisitions and divestments; and
·
the proposed settlement of pending litigation.
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


Table of Contents
·
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


Table of Contents
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, 2016 (the "2016 Form 20-F") filed
with the SEC on April 26, 2017.
(2)
The Petrobras Reports on Form 6-K furnished to the SEC on November 14, 2017, containing Petrobras's financial
statements and financial information and results in U.S. dollars as of September 30, 2017 and for the nine-month
periods ended September 30, 2017 and 2016, prepared in accordance with International Financial Reporting
Standards ("IFRS").
(3)
The Petrobras Report on Form 6-K furnished to the SEC on July 5, 2017, announcing a strategic partnership with
PetroChina.
(4)
The Petrobras Report on Form 6-K furnished to the SEC on August 11, 2017, announcing the discovery of oil
accumulation in the pre-salt layer of Campos Basin.
(5)
The Petrobras Report on Form 6-K furnished to the SEC on August 29, 2017, regarding recent developments with
respect to the sale of our subsidiary Liquigás Distribuidora S.A.
(6)
The Petrobras Report on Form 6-K furnished to the SEC on September 6, 2017, announcing the prepayment of
certain export credit notes and bank debt and the incurrence of new financing.
(7)
The Petrobras Report on Form 6-K furnished to the SEC on September 11, 2017, regarding the Memorandum of
Understanding with Shell.
(8)
The Petrobras Report on Form 6-K furnished to the SEC on September 13, 2017, announcing the approval of a
deficit equating plan for its pension plan administered by Fundação Petrobras de Seguridade Social (Petros).
(9)
The Petrobras Report on Form 6-K furnished to the SEC on October 2, 2017, announcing the prepayment of
certain bank debt and the incurrence of new financing.
(10)
The Petrobras Report on Form 6-K furnished to the SEC on October 2, 2017, announcing the signature of a Heads
of Agreement with the Norwegian company Statoil ASA.
(11)
The Petrobras Report on Form 6-K furnished to the SEC on October 17, 2017, announcing that Moody's Investor
Service updated Petrobras's corporate debt rating from B1 to Ba3 and changed its outlook from positive to stable.
(12)
The Petrobras Report on Form 6-K furnished to the SEC on October 31, 2017, announcing a strategic alliance with
BP P.L.C.
(13)
The Petrobras Reports on Form 6-K furnished to the SEC on November 7, 2017 and January 16, 2018, regarding
the sale of a stake in the Iara and Lapa fields to Total S.A.
(14)
The Petrobras Report on Form 6-K furnished to the SEC on November 8, 2017, announcing the creation of an
internal committee to negotiate revisions to the Transfer of Rights Agreement with the Federal Government of
Brazil.
(15)
The Petrobras Report on Form 6-K furnished to the SEC on November 13, 2017, reporting that Petrobras achieved
a top grade in the Governance Indicator prepared by the Secretariat of Coordination and Governance of State-
Owned Enterprises.
S-4


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(16)
The Petrobras Report on Form 6-K furnished to the SEC on November 14, 2017, reporting its total oil and gas
production figures for October 2017.
(17)
The Petrobras Report on Form 6-K furnished to the SEC on November 17, 2017, announcing the incurrence of
new financing with a syndicate of commercial banks led by Standard Chartered.
(18)
The Petrobras Report on Form 6-K furnished to the SEC on November 24, 2017, announcing the assignment of its
participation in the Azulão Field in the state of Amazonas to Eneva S.A.
(19)
The Petrobras Report on Form 6-K furnished to the SEC on November 27, 2017, announcing the start of oil
production in the Libra block in the pre-salt of Santos Basin.
(20)
The Petrobras Report on Form 6-K furnished to the SEC on December 1, 2017, announcing the declaration of
commerciality of the Libra Northwest area in the pre-salt of the Santos Basin.
(21)
The Petrobras Report on Form 6-K furnished to the SEC on December 5, 2017, announcing the incurrence of new
financing with China Development Bank.
(22)
The Petrobras Report on Form 6-K furnished to the SEC on December 7, 2017, announcing the return of about R$
654 million through cooperation agreements concluded with individuals and legal entities related to the Lava Jato
investigation.
(23)
The Petrobras Report on Form 6-K furnished to the SEC on December 14, 2017, announcing the submission of
notice to the National Energy Policy Council regarding the exercise of certain pre-emption rights under the
production sharing regime.
(24)
The Petrobras Report on Form 6-K furnished to the SEC on December 15, 2017, announcing the favorable
decision in the arbitration proceeding related to Sete Brasil Participações S.A.
(25)
The Petrobras Report on Form 6-K furnished to the SEC on December 15, 2017, announcing a strategic alliance
with ExxonMobil Corporation.
(26)
The Petrobras Report on Form 6-K furnished to the SEC on December 15, 2017, regarding the disbursement of
funds under its financing with China Development Bank.
(27)
The Petrobras Report on Form 6-K furnished to the SEC on December 18, 2017, regarding the approval by the
Administrative Council for Economic Defense (CADE) of the sale of Petrobras's subsidiaries Companhia
Petroquímica de Pernambuco (Citepe) and Companhia Integrada Textil de Pernambuco (Citepe) to Alpek S.A.B de
C.V.
(28)
The Petrobras Report on Form 6-K furnished to the SEC on December 18, 2017, announcing the signature of a
Strategic Alliance Agreement and other contracts with the Norwegian company Statoil ASA.
(29)
The Petrobras Reports on Form 6-K furnished to the SEC on December 18, 2017, announcing the resolutions
adopted by Petrobras's general extraordinary shareholders' meeting held on December 15, 2017, including the
approval of changes to Petrobras's Bylaws.
(30)
The Petrobras Report on Form 6-K furnished to the SEC on December 18, 2017, announcing the chartering of a
Floating Production Storage and Offloading unit from the Modec Group for Mero Field.
(31)
The Petrobras Report on Form 6-K furnished to the SEC on December 18, 2017, reporting its total oil and gas
production figures for November 2017.
S-5