Bond Petrobas 6.9% ( US71647NBD03 ) in USD

Petrobas

91.75 % ▼

Brazil

US71647NBD03 ( in USD )

6.9% per year ( payment 2 times a year)

19/03/2049

Prospectus brochure of the bond Petrobras US71647NBD03 en USD 6.9%, maturity 19/03/2049

71647NBD0

BB ( Non-investment grade speculative )

Ba1 ( Non-investment grade speculative )

19/09/2025 ( In 128 days )

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

Petrobras's USD-denominated bond (ISIN: US71647NBD03, CUSIP: 71647NBD0), maturing March 19, 2049, currently trades at 98.159% of par value, offering a 6.9% coupon paid semi-annually, and is rated BB by S&P and Ba1 by Moody's.

424B2 1 d718714d424b2.htm 424B2
Table of Contents
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.$750,000,000 5.750% Global Notes due 2029
U.S.$2,250,000,000 6.900% Global Notes due 2049
The 5.750% Global Notes due 2029 (the "2029 Notes") and the 6.900% Global Notes due 2049 (the "2049 Notes" and,
together with the 2029 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 2029 Notes will mature on
February 1, 2029 and will bear interest at the rate of 5.750% per annum. Interest on the 2029 Notes is payable on February 1
and August 1 of each year, beginning on August 1, 2019. The 2049 Notes will mature on March 19, 2049 and will bear interest
at the rate of 6.900% per annum. Interest on the 2049 Notes is payable on March 19 and September 19 of each year, beginning
on September 19, 2019.
The 2029 Notes will be consolidated, form a single series, and be fully fungible, with PGF's outstanding U.S.$1,900,000,000
5.750% Global Notes due 2029 issued on February 1, 2018, or the "2029 Original Notes." After giving effect to this offering,
the total amount outstanding of PGF's 5.750% Global Notes due 2029 will be U.S.$2,650,000,000.
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 and unpaid 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."
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 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.
In connection with the offering, the underwriters are not acting for anyone other than the issuer. Neither the underwriters nor
any of their FCA-regulated affiliates 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.
The 2029 Original Notes are listed on the New York Stock Exchange, or the "NYSE" under the symbol "PBR/29." PGF intends
to apply to have the 2049 Notes approved for listing on 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(2):
Proceeds, before expenses, to PGF:

Per
Per
Per
Note
Total
Note
Total
Note
Total
2029 Notes
98.515%
U.S.$738,862,500
0.300%
U.S.$2,250,000
98.215%
U.S.$736,612,500
2049 Notes
100.000%
U.S.$2,250,000,000
0.300%
U.S.$6,750,000
99.700%
U.S.$2,243,250,000
(1) Plus accrued interest (i) with respect to the 2029 Notes, from February 1, 2019 to, but not including, the settlement date, in
an aggregate amount of U.S.$5,750,000, assuming settlement occurs on March 19, 2019 and (ii) with respect to the 2049
Notes, from March 19, 2019, if settlement occurs after that date.
(2) See "Underwriting" beginning on page S-46 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 S.A./N.V., as operator
of the Euroclear System, against payment in New York, New York on or about March 19, 2019.
Joint Bookrunners
BNP PARIBAS Bradesco BBI Citigroup Goldman Sachs & Co. LLC HSBC
Santander
Co-Managers
ABN AMRO
BBVA
COMMERZBANK
The date of this prospectus supplement is March 12, 2019.

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-5
Summary
S-6
Recent Developments
S-14
Risk Factors
S-16
Use of Proceeds
S-19
Selected Financial and Operating Information
S-20
Capitalization
S-22
Description of the Notes
S-23
Description of the Guaranties
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
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

Table of Contents
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.
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 (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 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.
MIFID II product governance / Professional investors and ECPs only target market--Solely for the purposes of the
manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that:
(i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and
(ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's
target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining
appropriate distribution channels.
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 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;
·
changes in, or failure to comply with, laws or regulations, including with respect to fraudulent activity, corruption
and bribery;
S-2

Table of Contents
·
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, 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, 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
U.S. Securities and Exchange Commission ("SEC"):
(1)
The Petrobras Annual Report on Form 20-F for the year ended December 31, 2017 (the "2017 Form 20-F") filed
with the SEC on April 18, 2018.
(2)
The Petrobras Report on Form 6-K furnished to the SEC on February 28, 2019, containing Petrobras's financial
statements in U.S. dollars as of December 31, 2018 and 2017, and for the years ended December 31, 2018, 2017
and 2016, prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the
International Accounting Standards Board.
(3)
The Petrobras Report on Form 6-K furnished to the SEC on February 28, 2019, containing a discussion of
Petrobras's financial information and results in U.S. dollars as of December 31, 2018 and 2017, and for the years
ended December 31, 2018, 2017 and 2016.
(4)
The Petrobras Report on Form 6-K furnished to the SEC on March 11, 2019, announcing that the rating agency
Fitch raised Petrobras's stand-alone credit profile.
(5)
The Petrobras Report on Form 6-K furnished to the SEC on March 11, 2019, announcing the completion of the
sale of its equity interest in the companies Petrobras Paraguay Distribución Limited, Petrobras Paraguay
Operaciones y Logistica SRL and Petrobras Paraguay Gas SRL.
(6)
The Petrobras Report on Form 6-K furnished to the SEC on March 11, 2019, relating to Petrobras's Resilience
Plan.
(7)
The Petrobras Report on Form 6-K furnished to the SEC on March 11, 2019, in connection with Petrobras's
Vantage arbitration.
(8)
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 -- 13th Floor, 20031-912--Rio de Janeiro, RJ, Brazil, Attn: Larry Carris Cardoso, Finance Department,
Loans and Financing Administration General Manager (telephone: +55 (21) 3224-1510/3224-9947; fax: +55 (21) 3224-1401;
e-mail: [email protected]).
S-4

Table of Contents
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 -- 13th Floor
20031-912 -- Rio de Janeiro -- RJ, Brazil
Attn: Larry Carris Cardoso, Finance Department, Loans and Financing Administration General Manager
Telephone: +55 (21) 3224-1510/3224-9947
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-5

Table of Contents
SUMMARY
This summary highlights key information described in greater detail elsewhere, or incorporated by reference, in this
prospectus supplement and the accompanying prospectus. This summary is not complete and does not contain all of the
information you should consider before investing in the Notes. You should read carefully the entire prospectus supplement,
the accompanying prospectus, including "Risk Factors" and the documents incorporated by reference herein, which are
described under "Incorporation of Certain Documents by Reference" and "Where You Can Find More Information."
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.
PGF
PGF is a wholly-owned finance subsidiary of Petrobras, incorporated under the laws of The Netherlands as a private
company with limited liability on August 2, 2012. PGF is an indirect subsidiary of Petrobras, and all of PGF's shares are
held by Petrobras's Dutch subsidiary Petrobras International Braspetro B.V. PGF's business is to issue debt securities in the
international capital markets to finance Petrobras's operations. PGF does not currently have any operations, revenues or
assets other than those related to the issuance, administration and repayment of its debt securities. All debt securities issued
by PGF are fully and unconditionally guaranteed by Petrobras. PGF was incorporated for an indefinite period of time.
Petrobras uses PGF as its main vehicle to issue securities in the international capital markets. PGF's first offering of
notes fully and unconditionally guaranteed by Petrobras occurred in September 2012. In December 2014, PGF assumed the
obligations of Petrobras's former finance subsidiary Petrobras International Finance Company S.A. ("PifCo") under all
then outstanding notes originally issued by PifCo, which continue to benefit from Petrobras's full and unconditional
guarantee.
PGF's registered office is located at Weena 762, 3014 DA Rotterdam, The Netherlands, and our telephone number is
+31 (0) 10 206-7000.
Petrobras
Petrobras is one of the world's largest integrated oil and gas companies, engaging in a broad range of oil and gas
activities. Petrobras is a sociedade de economia mista, organized and existing under the laws of Brazil. For the years ended
December 31, 2018 and 2017, Petrobras had sales revenues of U.S.$95.6 billion and U.S.$88.8 billion, respectively, gross
profit of U.S.$34.1 billion and U.S.$28.7 billion, respectively, and net income (loss) attributable to shareholders of
Petrobras of U.S.$7.2 billion and U.S.$(91.0) million, respectively. In 2018, Petrobras's average domestic daily oil
production was 2,035 mmbbl/d, which represented 79% of Brazil's total oil production (based on production data issued by
the National Petroleum, Natural Gas and Biofuels Agency). Petrobras engages in a broad range of activities, which cover
the following segments of its operations:
·
Exploration and Production: this segment covers the activities of exploration, development and production of
crude oil, NGL (natural gas liquid) and natural gas in Brazil and abroad, for the primary purpose of supplying our
domestic refineries. This segment also operates through partnerships with other companies and includes holding
interests in foreign entities operating in this segment;
·
Refining, Transportation and Marketing: this segment covers the activities of refining, logistics, transport and
trading of crude oil and oil products in Brazil and abroad, as well as exports of ethanol. This segment also
includes petrochemical operations, such as extraction and processing of shale and holding interests in
petrochemical companies in Brazil;
S-6