Bond PetroGlobal Finance BV 5.999% ( USN6945AAK36 ) in USD

PetroGlobal Finance BV

100 % ▲

Netherlands

USN6945AAK36 ( in USD )

5.999% per year ( payment 2 times a year)

27/01/2028

Prospectus brochure of the bond Petrobras Global Finance BV USN6945AAK36 en USD 5.999%, maturity 27/01/2028

2 000 USD

5 836 134 000 USD

N6945AAK3

BB- ( Non-investment grade speculative )

N/A

27/07/2026 ( In 117 days )

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.

Petrobras Global Finance BV issued a USD 5,836,134,000 5.999% bond (ISIN: USN6945AAK36, CUSIP: N6945AAK3) maturing January 27, 2028, with a minimum purchase size of 2,000, currently trading at 100% and rated BB- by Standard & Poor's, paying semi-annually.

424B3 1 d550633d424b3.htm 424B3
Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration Statement Nos. 333-226375 and 333-226375-01
PROSPECTUS
Petrobras Global Finance B.V.
Offers to Exchange
U.S.$3,759,866,000 aggregate principal amount of 5.299% Global Notes Due 2025
U.S.$5,836,134,000 aggregate principal amount of 5.999% Global Notes Due 2028
Unconditionally guaranteed by
Petróleo Brasileiro S.A. -- Petrobras
(Brazilian Petroleum Corporation-- Petrobras)
Terms of the exchange offers:
·
We are offering to exchange securities that we sold in private offerings, or the "Old Securities," for an equal
principal amount of new registered securities, or the "New Securities."
·
The exchange offers commence on August 17, 2018 and expire at 5:00 p.m., New York City time, on September
20, 2018, unless we extend them.
·
You may withdraw a tender of Old Securities at any time prior to the expiration of the exchange offers.
·
Subject to the conditions described herein, all Old Securities that are validly tendered and not validly withdrawn
will be exchanged.
·
The exchange of Old Securities should not be a taxable exchange for United States federal income tax purposes.
See "Taxation--United States Federal Income Taxation." For a discussion of certain Dutch and Brazilian tax
considerations, see "Taxation--Dutch Tax Considerations" and "Taxation--Brazilian Tax Considerations,"
respectively.
·
We will not receive any proceeds from the exchange offers. The Old Securities surrendered and exchanged for
New Securities will be retired and canceled. Accordingly, the issuance of the New Securities will not result in any
increase in our outstanding indebtedness.
·
The terms of the New Securities to be issued are identical to the Old Securities issued by Petrobras Global Finance
B.V., except for terms with respect to additional interest payments, registration rights and legends reflecting
transfer restrictions.
·
The New Securities will be unconditionally and irrevocably guaranteed by Petróleo Brasileiro S.A. -- Petrobras.
The New Securities are expected to be listed on the Official List of the Luxembourg Stock Exchange and to trade on the
EuroMTF Market of such exchange. Application will be made to the Luxembourg Stock Exchange for listing of the New
Securities. We also intend to apply to have the New Securities approved for listing on the New York Stock Exchange, or the
"NYSE."

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Each broker-dealer participating in the exchange offers must deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of the New Securities received in exchange for Old Securities that were acquired
as a result of market-making activities or other trading activities. By acknowledging this obligation and delivering a prospectus,
a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-
dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of New
Securities received in exchange for Old Securities where the broker-dealer acquired the Old Securities as a result of market-
making activities or other trading activities. We have agreed to make this prospectus available to any broker-dealer for up to
180 days after the registration statement is declared effective (subject to extension under certain circumstances) for use in
connection with any such resale. See "Plan of Distribution."
We are not making an offer to exchange securities in any jurisdiction where the offer is not permitted.
Investing in the New Securities issued in the exchange offers involves certain risks. See "Risk Factors" beginning
on page 13.
Neither the U.S. Securities and Exchange Commission, or the "SEC," nor any state securities commission in the
United States of America, or the "United States," has approved or disapproved the securities to be distributed in the
exchange offers, nor have they determined if this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
August 17, 2018

Table of Contents
TABLE OF CONTENTS
Page
About this Prospectus
ii
Forward-Looking Statements
iii
Incorporation of Certain Documents by Reference
v
Where You Can Find More Information
vi
Electronic Delivery of Documents
vi
Prospectus Summary
1
Summary of the Exchange Offers
3
Summary of the Terms of the New Securities
8
Risk Factors
13
Use of Proceeds
16
Ratio of Earnings to Fixed Charges
17
Ratio of Earnings to Fixed Charges and Preferred Dividends
18
Selected Financial and Operating Information
19
Capitalization
21
The Exchange Offers
22
Description of the New Securities
32
Description of the Guaranties
46
Book Entry; Delivery and Form
53
Taxation
56
Plan of Distribution
65
Difficulties of Enforcing Civil Liabilities Against Non U.S. Persons
66
Validity of Securities
68
Experts
69
Listing and General Information
70
i

Table of Contents
ABOUT THIS PROSPECTUS
In this prospectus, 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.
We are responsible for the information contained and incorporated by reference in this prospectus. 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 of the New Securities in any jurisdiction where the offer is
not permitted.
You should not assume that the information in this prospectus or any document incorporated by reference is accurate as
of any date other than the date of the relevant document.
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.
ii

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FORWARD-LOOKING STATEMENTS
Some of the information contained or incorporated by reference in this prospectus 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 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;
iii

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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 and in documents incorporated by reference in this 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. 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.
iv

Table of Contents
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with it, which means that we can disclose
important information to you by referring you to those documents. The information incorporated by reference is considered to
be part of this prospectus, and certain later information that we file with the SEC will automatically update and supersede
earlier information filed with the SEC or included in this prospectus. Petrobras is incorporating by reference into this
prospectus the following documents that it has filed with the 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 Reports on Form 6-K furnished to the SEC on August 3, 2018, containing Petrobras's financial
statements and financial information and results in U.S. dollars as of June 30, 2018 and for the six-month periods
ended June 30, 2018 and 2017, prepared in accordance with International Financial Reporting Standards as issued
by the International Accounting Standards Board, or "IFRS."
3.
The Petrobras Report on Form 6-K furnished to the SEC on May 17, 2018, regarding Petrobras's oil and natural
gas production for the month of April, 2018.
4.
The Petrobras Report on Form 6-K furnished to the SEC on May 22, 2018, announcing the election of Mr. Rafael
Mendes Gomes as Chief Governance and Compliance Executive Officer of Petrobras.
5.
The Petrobras Reports on Form 6-K furnished to the SEC on May 24, May 28, June 1 and August 7, 2018 relating
to the reductions of the price of diesel.
6.
The Petrobras Report on Form 6-K furnished to the SEC on June 1, 2018, announcing the resignation of Mr. Pedro
Parente as Chief Executive Officer of Petrobras.
7.
The Petrobras Report on Form 6-K furnished to the SEC on June 4, 2018, announcing the election of Mr. Ivan de
Souza Monteiro as Chief Executive Officer of Petrobras.
8.
The Petrobras Report on Form 6-K furnished to the SEC on June 18, 2018, regarding Petrobras's oil and natural
gas production for the month of May 2018.
9.
The Petrobras Report on Form 6-K furnished to the SEC on June 25, 2018, announcing the final approval of the
agreement to settle the class action in the United States.
10. The Petrobras Report on Form 6-K furnished to the SEC on June 27, 2018, announcing the election of Mr. Rafael
Salvador Grisolia as Chief Financial and Investor Relations Officer of Petrobras.
11. The Petrobras Report on Form 6-K furnished to the SEC on July 17, 2018, regarding Petrobras's oil and natural
gas production for the month of June, 2018.
12. The Petrobras Report on Form 6-K furnished to the SEC on August 6, 2018, regarding Petrobras's pre-payment of
bank debts.
13. The Petrobras Report on Form 6-K furnished to the SEC on August 9, 2018, regarding amounts recovered by
Petrobras in connection with Operation Car Wash.
14. Any future annual reports of Petrobras on Form 20-F filed with, and all reports on Form 6-K that are designated in
such reports as being incorporated by reference into this prospectus furnished to, the SEC after the date of this
prospectus and prior to the termination of the exchange offers.
In addition, all reports and other documents filed by us with the SEC after the date of this registration statement and
prior to effectiveness of the registration statement shall be deemed to be incorporated by reference herein.
We will provide without charge to any person to whom a copy of this prospectus 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]).
v

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WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement with the SEC on Form F-4 under the Securities Act relating to the New Securities
offered by this prospectus. This prospectus, which is a part of that registration statement, does not contain all of the information
set forth in the registration statement. For more information with respect to our company and the securities offered by this
prospectus, you should refer to the registration statement and to the exhibits filed with it. Statements contained or incorporated
by reference in this prospectus regarding the contents of any contract or other document are not necessarily complete, and,
where the contract or other document is an exhibit to the registration statement or incorporated or deemed to be incorporated by
reference, each of these statements is qualified in all respects by the provisions of the actual contract or other document.
We are subject to the information requirements of the Exchange Act, applicable to a foreign private issuer, and
accordingly file or furnish reports, including annual reports on Form 20-F, reports on Form 6-K, and other information with the
SEC. You may read and copy any materials filed with the SEC at its Public Reference Room at 100 F Street, N.E., Washington,
D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Any filings we make electronically will be available to the public over the Internet at the SEC's web site at
http://www.sec.gov. These reports and other information may also be inspected and copied at the offices of the New York Stock
Exchange, 11 Wall St, New York, NY 10005.
ELECTRONIC DELIVERY OF DOCUMENTS
We are delivering copies of this prospectus in electronic form through the facilities of The Depository Trust Company,
or "DTC." You may obtain paper copies of the prospectus by contacting the Luxembourg listing agent at its address specified
on the inside back cover of this prospectus. By participating in the exchange offers, you will be consenting to electronic
delivery of these documents.
vi

Table of Contents
PROSPECTUS SUMMARY
This summary highlights key information described in greater detail elsewhere, or incorporated by reference, in this
prospectus. This summary is not complete and does not contain all of the information you should consider before
participating in the exchange offers. You should read carefully the entire 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."
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, 2017 and 2016, Petrobras had sales revenues of U.S.$88.8 billion and U.S.$81.4 billion, gross profit of
U.S.$28.7 billion and U.S.$26.0 billion, and net loss attributable to shareholders of Petrobras of U.S.$91.0 million and
U.S.$4.8 billion, respectively. In 2017, Petrobras's average domestic daily oil production was 2.15 mmbbl/d, which
represented 82% 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, LNG (liquefied natural gas) and natural gas in Brazil and abroad, for the primary purpose of
supplying our domestic refineries and selling surplus crude oil and oil products produced in the natural gas
processing plants to the domestic and foreign markets. Our exploration and production segment also operates
through partnerships with other companies;

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, exports of ethanol, extraction and processing of
shale, as well as holding interests in petrochemical companies in Brazil;

Gas and Power: this segment covers the activities of transportation and trading of natural gas produced in
Brazil and abroad, imported natural gas, transportation and trading of LNG, generation and trading of
electricity, as well as holding interests in transporters and distributors of natural gas and in thermoelectric
power plants in Brazil, in addition to being responsible for the fertilizer business;
1