Obbligazione Petrobas 4.875% ( XS0716979249 ) in EUR

Petrobas

100 EUR ▼

Brasile

XS0716979249 ( in EUR )

4.875% per anno ( pagato 1 volta l'anno)

07/03/2018 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Petrobras XS0716979249 in EUR 4.875%, scaduta

100 000 EUR

1 250 000 000 EUR

Petrobras è una compagnia petrolifera brasiliana, tra le maggiori al mondo, attiva nell'esplorazione, produzione, raffinazione e distribuzione di petrolio e gas naturale.

The Obbligazione issued by Petrobas ( Brazil ) , in EUR, with the ISIN code XS0716979249, pays a coupon of 4.875% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 07/03/2018

PROSPECTUS SUPPLEMENT
(To Prospectus dated December 11, 2009)
Petrobras International Finance Company
Unconditionally guaranteed by
Petróleo Brasileiro S.A.--Petrobras
(Brazilian Petroleum Corporation--Petrobras)
E1,250,000,000 4.875% Global Notes due 2018
E600,000,000 5.875% Global Notes due 2022
The 4.875% Global Notes due 2018 (the "2018 Notes") and the 5.875% Global Notes due 2022 (the "2022 Notes") (each a
"series" and collectively the "notes") are general, unsecured, unsubordinated obligations of Petrobras International Finance
Company, or "PifCo," a wholly-owned subsidiary of Petróleo Brasileiro S.A.-Petrobras, or "Petrobras." The notes will be
unconditionally and irrevocably guaranteed by Petrobras. The 2018 Notes will mature on March 7, 2018, and will bear interest
at the rate of 4.875% per annum. Interest on the 2018 Notes is payable on March 7 of each year, beginning on March 7, 2012.
The 2022 Notes will mature on March 7, 2022, and will bear interest at the rate of 5.875% per annum. Interest on the 2022 Notes
is payable on March 7 of each year, beginning on March 7, 2012.
PifCo will pay additional amounts related to the deduction of certain withholding taxes in respect of certain payments on the notes.
PifCo 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 PifCo's option solely upon the imposition of certain withholding taxes. See "Description of the Notes--Optional
Redemption--Redemption for Taxation Reasons."
PifCo has applied to list the notes on the official list of the Luxembourg Stock Exchange and have them admitted to trading on
the Euro MTF market of the Luxembourg Stock Exchange. This prospectus supplement and accompanying prospectus dated
December 11, 2009 constitute a prospectus for purposes of Luxembourg law dated July 10, 2005 on Prospectuses for Securities.
See "Risk Factors" on page S-15 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.
Per Note
Total
Initial price to the public(1):
2018 Notes
99.021%
A1,237,762,500
2022 Notes
99.266%
A 595,596,000
Underwriting discount:
2018 Notes
0.25%
A
3,125,000
2022 Notes
0.30%
A
1,800,000
Proceeds, before expenses, to PifCo:
2018 Notes
98.771%
A1,234,637,500
2022 Notes
98.966%
A 593,796,000
(1) Plus accrued interest from December 9, 2011, if settlement occurs after that date.
The underwriters expect to deliver the notes in registered global form only and deposit them with a common depositary for
Euroclear Bank S.A./N.V., as operator of the Euroclear System and Clearstream Banking, société anonyme, on or about
December 9, 2011.
Joint Bookrunners
BB Securities
Bradesco BBI
Crédit Agricole CIB
Deutsche Bank
HSBC
Santander Global Banking & Markets
Co-managers
Banca IMI
Mitsubishi UFJ Securities
December 1, 2011

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

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-7
Summary ............................................................................................................................................................................................... S-8
Recent Developments ......................................................................................................................................................................... S-14
Risk Factors ........................................................................................................................................................................................ S-15
Use of Proceeds .................................................................................................................................................................................. S-18
Selected Financial and Operating Information.................................................................................................................................... S-19
Capitalization ...................................................................................................................................................................................... S-21
Description of the Notes ..................................................................................................................................................................... S-23
Clearance and Settlement .................................................................................................................................................................... S-36
Description of the Guaranties ............................................................................................................................................................. S-40
Plan of Distribution ............................................................................................................................................................................. S-47
Taxation .............................................................................................................................................................................................. S-52
Difficulties of Enforcing Civil Liabilities against Non-U.S. Persons ................................................................................................. S-57
Legal Matters ...................................................................................................................................................................................... S-58
Experts ................................................................................................................................................................................................ S-59
Listing and General Information ......................................................................................................................................................... S-60

PROSPECTUS

Page

About This Prospectus .................................................................................................................................................................
2
Forward-Looking Statements .......................................................................................................................................................
3
Petrobras .....................................................................................................................................................................................
4
PifCo ............................................................................................................................................................................................
4
The Securities ..............................................................................................................................................................................
5
Legal Ownership ..........................................................................................................................................................................
5
Description of Debt Securities .....................................................................................................................................................
8
Description of Mandatory Convertible Securities ........................................................................................................................
24
Description of Warrants ...............................................................................................................................................................
25
Description of the Guaranties ......................................................................................................................................................
31
Description of American Depositary Receipts .............................................................................................................................
32
Form of Securities, Clearing and Settlement ...............................................................................................................................
41
Plan of Distribution ......................................................................................................................................................................
46
Expenses of the Issue ...................................................................................................................................................................
47
Experts .........................................................................................................................................................................................
48
Validity of Securities ...................................................................................................................................................................
48
Enforceability of Civil Liabilities ................................................................................................................................................
48
Where You Can Find More Information ......................................................................................................................................
51
Incorporation of Certain Documents by Reference ......................................................................................................................
52

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
PifCo is offering and certain other matters relating to PifCo and Petrobras and their financial condition. The second part, the
accompanying prospectus, gives more general information about securities that PifCo 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. PifCo 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 PifCo 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.

We have prepared this prospectus supplement for use solely in connection with the proposed offering of the notes, and it may only
be used for that purpose.

This prospectus supplement is for distribution only to persons who (i) have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations etc") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom
an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets
Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant persons"). This prospectus supplement is directed only at
relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity
to which this prospectus supplement relates is available only to relevant persons and will be engaged in only with relevant persons.

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 "PifCo" mean Petrobras
International Finance Company, a wholly-owned subsidiary of Petrobras, and its consolidated subsidiaries taken as a whole. Terms
such as "we," "us" and "our" generally refer to both Petrobras and PifCo, 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

In connection with the offering of the notes, the underwriters are not acting for anyone other than PifCo and will not be responsible
to anyone other than PifCo for providing the protections afforded to their clients for providing advice in relation to the offering.

In connection with the offering of the notes, HSBC Bank plc, the "Stabilizing Manager(s)", (or persons acting on behalf of the
Stabilizing Manager(s)) may over-allot notes or effect transactions with a view to supporting the market price of the notes at a level
higher than that which might otherwise prevail. However, there is no assurance that the Stabilizing Manager(s) (or persons acting on
their behalf of the Stabilizing Manager(s)) will undertake any stabilization action. Any stabilization action may begin on or after the
date on which adequate public disclosure of the final terms of the offer of the notes is made and, if begun, may be ended at any time,
but it must end no later than 30 calendar days after the date on which PifCo received the proceeds of the issue, or no later than 60
calendar days after the date of the allotment of the notes, whichever is the earlier.

S-2

FORWARD-LOOKING STATEMENTS

Many statements made 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, or the "Securities Act," and Section 21E of the Securities
Exchange Act of 1934, as amended, or 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," "anticipate," "should," "planned," "estimate" and
"potential," among others. 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 petroleum, 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;

·
development of additional revenue sources; and

·
the impact, including cost, of acquisitions.

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 factors. These factors include, among other things:

·
our ability to obtain financing;

·
general economic and business conditions, including crude oil and other commodity prices, refining margins and prevailing
exchange rates;

·
our ability to find, acquire or gain access to additional reserves and to develop our current reserves successfully;

·
global economic conditions;

·
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;

·
receipt of governmental approvals and licenses;

·
international and Brazilian political, economic and social developments;

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

·
the cost and availability of adequate insurance coverage; and

S-3

·
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 qualified in their entirety by this cautionary
statement. 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

We are incorporating by reference into this prospectus supplement the following documents that we have filed with the Securities
and Exchange Commission (SEC):

PifCo

(1) The combined Petrobras and PifCo Annual Report on Form 20-F for the year ended December 31, 2010, filed with the SEC on
May 26, 2011.

(2) The PifCo report on Form 6-K containing financial information for the nine-month period ended September 30, 2011, prepared
in accordance with U.S. GAAP, furnished to the SEC on November 22, 2011.

(3) Any future filings of PifCo on Form 20-F made with the SEC after the date of this prospectus supplement and prior to the
completion of the offering of the securities offered by this prospectus supplement, and any future reports of PifCo on Form 6-K
furnished to the SEC during that period that are identified in those forms as being incorporated into this prospectus supplement or the
accompanying prospectus.

Petrobras

(1) The combined Petrobras and PifCo Annual Report on Form 20-F for the year ended December 31, 2010, filed with the SEC on
May 26, 2011.

(2) Reports on Form 6-K/A and Form 6-K furnished by Petrobras to the SEC on the dates indicated below, concerning the
financial condition and results of operations of Petrobras for the nine-month period ended September 30, 2011:

·
Report furnished on November 22, 2011, containing financial statements prepared in accordance with U.S. GAAP as of
September 30, 2011 and for the nine-month periods ended September 30, 2011 and 2010.

·
Report furnished on November 22, 2011, containing our release concerning Petrobras' earnings and financial condition for
the nine months ended September 30, 2011.

(3) Reports on Form 6-K, furnished to the SEC by Petrobras on the dates indicated below, concerning other recent developments in
our business:

·
Report furnished on June 23, 2011, relating to the June 27, 2011 payment of dividends related to the 2011 fiscal year results
in the amount of R$0.12 per common and R$0.12 per preferred shares.

·
Report furnished on July 25, 2011, relating to the approval by Petrobras' board of directors of an advance payment of interest
on capital for the 2011 fiscal year in the amount of R$2,609 million.

·
Report furnished on July 25, 2011, relating to Petrobras' Business Plan for 2011-2015.

·
Report furnished on August 1, 2011, relating to the acquisition of Gas Brasiliano Distribuidora S.A. by Petrobras subsidiary
Petrobras Gás S.A.

·
Report furnished on August 24, 2011, relating to the election of a new member to Petrobras' board of directors and
amendment of Petrobras' by-laws as approved in the Extraordinary General Meeting held on August 23, 2011.

·
Report furnished on August 24, 2011, relating to the August 31, 2011 payment of interest on capital for the 2011 fiscal year
in the amount of R$0.20 per common and R$0.20 per preferred share (R$0.40 per ADR).

S-5

·
Report furnished on September 20, 2011, relating to the operation of the Lula-Mexilhão Gas Pipeline, which connects the
Lula field to the Mexilho platform.

·
Report furnished on October 4, 2011, relating to the resignation of Mr. Fabio Colletti Barbosa from Petrobras' board of
directors.

·
Report furnished on October 31, 2011, relating to the election of a new member to Petrobras' board of directors.

·
Report furnished on October 31, 2011, relating to the November 30, 2011 payment of interest on capital for the 2011 fiscal
year in the amount of R$0.20 per common and R$0.20 per preferred share (R$0.40 per ADR).

(4) Any future filings of Petrobras on Form 20-F made with the SEC after the date of this prospectus supplement and prior to the
completion of the offering of the securities offered by this prospectus supplement, and any future reports of Petrobras on Form 6-K
furnished to the SEC during that period that are identified in those forms as being incorporated into this prospectus supplement or the
accompanying prospectus.

S-6

WHERE YOU CAN FIND MORE INFORMATION

Information that we file with or furnish 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 we incorporate 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 -- 22nd Floor
20031-912 -- Rio de Janeiro -- RJ, Brazil
Telephone: (55-21) 3224-1510/3224-9947
Email: [email protected]

In addition, you may review copies of the materials we file with or furnish to the SEC without charge, and copies of all or any
portion of such materials can be obtained at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference room. We also file materials with the SEC electronically. The
SEC maintains an Internet site that contains materials that we file electronically with the SEC. The address of the SEC's website is
http://www.sec.gov.

S-7