Obligation Petrobas 6.85% ( US71647NAN93 ) en USD

Petrobas

86.76 % ▲

Bresil

US71647NAN93 ( en USD )

6.85% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Petrobras US71647NAN93 en USD 6.85%, échéance Perpétuelle

71647NAN9

BB ( Spéculatif )

Ba1 ( Spéculatif )

05/06/2025 ( Dans 22 jours )

Petrobras est une compagnie pétrolière et gazière brésilienne intégrée verticalement, opérant dans l'exploration, la production, le raffinage, la distribution et la vente de produits pétroliers et gaziers.

L'obligation perpétuelle émise par Petrobras (ISIN : US71647NAN93, CUSIP : 71647NAN9), cotée actuellement à 89,45% de sa valeur nominale en USD, offre un taux d'intérêt de 6,85% payable deux fois par an, et bénéficie de notations Ba1 (Moody's) et BB (S&P).

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424B2 1 pbra20150601_424b2.htm FILED PURSUANT TO RULE 424(B)(2)
CALCULATION OF REGISTRATION FEE

Title of each class of securities
Proposed maximum
Proposed maximum aggregate
offered
Amount to be registered
offering price per unit
offering price
Amount of registration fee
Debt securities
6.850% Global Notes due 2115
U.S.$2,500,000,000.00
81.070%
U.S.$2,026,750,000.00
U.S.$235,508.35(1)
Guaranties
?(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.

Filed pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-183618 and 333-183618-01
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 29, 2012)

Petrobras Global Finance B.V.
Unconditionally guaranteed by
Petróleo Brasileiro S.A. -- Petrobras
(Brazilian Petroleum Corporation -- Petrobras)

U.S.$2,500,000,000 6.850% Global Notes due 2115

The 6.850% Global Notes due 2115 (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
June 5, 2115 and will bear interest at the rate of 6.850% per annum. Interest on the Notes is payable on June 5 and December 5 of each year, commencing on
December 5, 2015.

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 "make-whole" amount, plus 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."

ANY OFFER OR SALE OF NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED DIRECTIVE 2003/71/EC,
AS AMENDED, (THE "PROSPECTUS DIRECTIVE") MUST BE ADDRESSED TO QUALIFIED INVESTORS (AS DEFINED IN THE PROSPECTUS DIRECTIVE).
------------------------
PGF intends to apply to have the Notes approved for listing on the New York Stock Exchange, or the "NYSE."
------------------------

See "Risk Factors" on page S-13 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 Note
Total
Per Note
Total
Per Note
Total
The Notes
81.070%
U.S.$2,026,750,000
0.300%
U.S.$7,500,000
80.770%
U.S.$2,019,250,000

(1) Plus accrued interest from June 5, 2015, 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
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June 5, 2015.

Joint Bookrunners
Deutsche Bank Securities J.P. Morgan

June 1, 2015

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
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-12
Risk Factors
S-13
Use of Proceeds
S-16
Ratio of Earnings to Fixed Charges
S-17
Ratio of Earnings to Fixed Charges and Preferred Dividends
S-18
Selected Financial and Operating Information
S-19
Capitalization
S-21
Description of the Notes
S-22
Clearance and Settlement
S-33
Description of the Guaranty
S-36
Plan of Distribution
S-43
Taxation
S-49
Difficulties of Enforcing Civil Liabilities Against Non-U.S. Persons
S-56
Legal Matters
S-57
Independent Registered Public Accounting Firm
S-58

PROSPECTUS
Page
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About This Prospectus
2
Forward-Looking Statements
3
Petrobras
4
PifCo
5
PGF
5
The Securities
5
Legal Ownership
6
Description of Debt Securities
8
Description of Mandatory Convertible Securities
27
Description of Warrants
28
Description of the Guaranties
34
Description of American Depositary Receipts
35
Form of Securities, Clearing and Settlement
42
Plan of Distribution
47
Expenses of the Issue
48
Experts
49
Validity of Securities
49
Enforceability of Civil Liabilities
49
Where You Can Find More Information
52
Incorporation of Certain Documents by Reference
53

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.
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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

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," "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 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;
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· receipt of governmental approvals and licenses;
· international and Brazilian political, economic and social developments;

S-2

· natural disasters, accidents, military operations, acts of sabotage, wars or embargoes;
· the cost and availability of adequate insurance coverage;
· 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

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, 2014 (the "2014 Form 20-F") filed with the SEC
on May 15, 2015.
(2) The Petrobras Report on Form 6-K furnished to the SEC on May 18, 2015, containing financial information for the three-month
periods ended March 31, 2015 and 2014, prepared in accordance with International Financial Reporting Standards ("IFRS").
(3) The Petrobras Report on Form 6-K furnished to the SEC on May 18, 2015, announcing the election of Director Walter Mendes
de Oliveira Filho as a new Audit Committee member.
(4) The Petrobras Report on Form 6-K furnished to the SEC on May 18, 2015, announcing the restructuring of Petrobras's General
Ombudsman.
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(5) The Petrobras Report on Form 6-K furnished to the SEC on May 19, 2015, announcing the April 2015 results of oil and natural
gas production.
(6) The Petrobras Report on Form 6-K furnished to the SEC on May 21, 2015, informing about Petrobras's provision of an
allowance for impairment of trade receivables to cover uncollateralized receivables in its 2014 financial statements.
(7) The Petrobras Report on Form 6-K furnished to the SEC on May 21, 2015, announcing that it signed a funding agreement of
U.S.$1.5 billion with China Development Bank Corporation CDB.
(8) Any future filings of Petrobras on Form 20-F 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.
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 -- 10th Floor, 20031-912--Rio de Janeiro, RJ, Brazil
(telephones: 55-21-3224-1510 or 55-21-3224-9947).

S-4

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 -- 10th 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 Petrobras files with or furnishes to the SEC without charge, and copies of all or any
portion of such materials can be obtained at the SEC's 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 about the Public Reference Room. Petrobras also files materials with the SEC electronically. The SEC
maintains an Internet site that contains materials that Petrobras files electronically with the SEC. The address of the SEC's website is
http://www.sec.gov.

S-5

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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 Weenapoint Toren A, Weena 722, 3014 DA Rotterdam, The Netherlands, and its 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, 2013 and 2014, Petrobras had
sales revenues of U.S.$141.5 billion and U.S.$143.7 billion, gross profit of U.S.$32.6 billion and U.S.$34.2 billion and net (loss) income
attributable to Petrobras's shareholders of U.S.$11.1 billion and U.S.$(7.4) billion, respectively. Petrobras engages in a broad range of activities,
which cover the following segments of its operations:
· Exploration and Production (E&P). This segment encompasses exploration, development and production activities in Brazil, sales
and transfers of crude oil in domestic and foreign markets, transfers of natural gas to the Gas and Power segment and sales of oil
products produced at natural gas processing plants. In 2014, our average domestic daily oil production was 2,034 thousand barrels
per day, which represents more than 90% of Brazil's total oil production.

S-6

· Refining, Transportation and Marketing (RTM). This segment comprises refining, logistics, transportation, export and the purchase of
crude oil, as well as the purchase and sale of oil products and ethanol. Additionally, this segment includes the petrochemical division,
which comprises investments in domestic petrochemical companies and also extraction and processing of shale. RTM purchases
crude oil from E&P and imports oil to blend with Petrobras' domestic oil. Additionally, RTM purchases oil products in the
international markets to meet excess product demand in the domestic market. As of December 31, 2014, according to the ANP, we
operated substantially all of Brazil's total refining capacity.
· Distribution. This segment comprises the oil products, ethanol and compressed natural gas distribution activities conducted in Brazil
by Petrobras' wholly-owned subsidiary Petrobras Distribuidora S.A. -- BR ("Petrobras Distribuidora"). Petrobras Distribuidora is
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the largest oil products distributor in Brazil, with a market share of 37.9% as of December 31, 2014, according to the ANP. As of
December 31, 2014, Petrobras Distribuidora had 7,931 service stations in Brazil.

· Gas and Power. This segment covers activities that include transportation and trading of natural gas produced in or imported into
Brazil, transportation and trading of liquefied natural gas (LNG), generation and trading of electric power, as well as corporate
interests in local natural gas distribution companies, natural gas transportation companies and thermoelectric power stations in
Brazil. The Gas and Power segment also includes results from our fertilizer operations.
· Biofuel. This segment covers activities that include production of biodiesel and its co-products and ethanol activities, through equity
investments, production and marketing of ethanol, sugar and the excess electric power generated from sugarcane bagasse.
· International. This segment covers the activities of exploration and production of oil and gas, refining, transportation and marketing,
gas and power, and distribution, carried out outside of Brazil in a number of countries in the Americas, Africa, Europe and Asia.
· Corporate. This segment comprises financing activities and other activities not attributable to other segments, including corporate
financial management, corporate overhead and other expenses, including expenses related to Petrobras' pension and medical benefits
for inactive participants and their dependents.
Petrobras's principal executive office is located at Avenida República do Chile, 65, 20031-912 - Rio de Janeiro RJ, Brazil, and its
telephone number is (55-21) 3224-4477.

S-7

The Offering
Issuer
Petrobras Global Finance B.V., or "PGF."
The Notes
U.S.$2,500,000,000 aggregate principal amount of 6.850% Global Notes due 2115, or the
"Notes."
Issue Price
81.070% of the aggregate principal amount.
Closing Date
June 5, 2015.
Maturity Date
June 5, 2115.
Interest
The Notes will bear interest from June 5, 2015 , the date of original issuance of the Notes, at
the rate of 6.850% per annum, payable semi-annually in arrears on each interest payment
date.
Interest Payment Dates
June 5 and December 5 of each year, commencing on December 5, 2015.
Denominations
PGF will issue the Notes only in denominations of U.S.$2,000 and integral multiples of
U.S.$1,000 in excess thereof.
Trustee, Registrar, Paying Agent and Transfer
Agent
The Bank of New York Mellon.
Codes

(a) ISIN
US71647NAN93
(b) CUSIP
71647N AN9
Use of Proceeds
PGF intends to use the net proceeds from the sale of the Notes for general corporate
purposes. See "Use of Proceeds."
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Indenture
The Notes offered hereby will be issued pursuant to an indenture between PGF and The
Bank of New York Mellon, a New York banking corporation, as trustee, dated as of August
29, 2012, as supplemented by the twentieth supplemental indenture. See "Description of the
Notes."
Guaranty
The Notes will be unconditionally guaranteed by Petrobras under the guaranty. See
"Description of the Guaranty."
Ranking
The Notes constitute general senior unsecured and unsubordinated obligations of PGF that
will at all times rank pari passu among themselves and with all other unsecured
unsubordinated indebtedness issued from time to time by PGF.
The obligations of Petrobras under the guaranty constitute general senior unsecured
obligations of Petrobras that will at all times rank pari passu with all other senior unsecured
obligations of Petrobras that are not, by their terms, expressly subordinated in right of
payment to Petrobras's obligations under the guaranty.

S-8

Optional Redemption
PGF may redeem the Notes at any time in whole or in part by paying the greater of the
principal amount of the Notes and the "make-whole" amount, plus accrued interest, as
described under "Description of the Notes--Optional Redemption-- Optional Redemption
With `Make-Whole' Amount."
Early Redemption at PGF's Option Solely for
The Notes will be redeemable in whole at their principal amount, plus accrued and unpaid
Tax Reasons
interest, if any, to but excluding the date of redemption, at PGF's option at any time only in
the event of certain changes affecting taxation. See "Description of the Notes--Optional
Redemption--Redemption for Taxation Reasons."
Covenants

(a) PGF
The terms of the indenture will require PGF, among other things, to:
· pay all amounts owed by it under the indenture and the Notes when such amounts are
due;

· maintain an office or agent in New York for the purpose of service of process and
maintain a paying agent located in the United States;

· ensure that the Notes continue to be senior obligations of PGF;

· use proceeds from the issuance of the Notes for specified purposes; and

· replace the trustee upon any resignation or removal of the trustee.
In addition, the terms of the indenture will restrict the ability of PGF and its subsidiaries,
among other things, to:

· undertake certain mergers, consolidations or similar transactions; and

· create certain liens on its assets or pledge its assets.

PGF's covenants are subject to a number of important qualifications and exceptions. See
"Description of the Notes--Covenants".
(b) Petrobras
The terms of the guaranty will require Petrobras, among other things, to:
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· pay all amounts owed by it in accordance with the terms of the guaranty and the
indenture;

· maintain an office or agent in New York for the purpose of service of process;

· ensure that its obligations under the guaranty will continue to be senior obligations of
Petrobras; and
· make available certain financial statements to the trustee.

S-9

In addition, the terms of the guaranty will restrict the ability of Petrobras and its subsidiaries,
among other things, to:

· undertake certain mergers, consolidations or similar transactions; and

· create certain liens on its assets or pledge its assets.

Petrobras's covenants are subject to a number of important qualifications and exceptions. See
"Description of the Guaranty--Covenants."
Events of Default
The following events of default will be events of default with respect to the Notes:

· failure to pay principal on the Notes within seven calendar days of its due date;

· failure to pay interest on the Notes within 30 calendar days of any interest payment date;

· breach by PGF of a covenant or agreement in the indenture or by Petrobras of a
covenant or agreement in the guaranty for the Notes if not remedied within 60 calendar
days;

· acceleration of a payment on the indebtedness of PGF or Petrobras or any material
subsidiary that equals or exceeds U.S.$200 million;

· certain events of bankruptcy, reorganization, liquidation, insolvency, moratorium or
intervention law or law with similar effect of PGF or Petrobras or any material
subsidiary;

· certain events relating to the unenforceability of the Notes, the indenture or the guaranty
for the Notes against PGF or Petrobras; and

· Petrobras ceasing to own at least 51% of PGF's outstanding voting shares.

The events of default are subject to a number of important qualifications and limitations. See
"Description of the Notes--Events of Default."
Further Issuances
PGF reserves the right, from time to time, without the consent of the holders of the Notes, to
issue additional Notes on terms and conditions identical to those of the Notes, which
additional Notes shall increase the aggregate principal amount of, and shall be consolidated
and form a single series with, the Notes offered hereby. PGF may also issue other securities
under the indenture which have different terms and conditions from the Notes. See
"Description of the Notes."
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Document Outline

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