Obligation PetroGlobal Finance BV 5.093% ( US71647NBF50 ) en USD

PetroGlobal Finance BV

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Pays-bas

US71647NBF50 ( en USD )

5.093% par an ( paiement semestriel )

15/01/2030

Prospectus brochure de l'obligation Petrobras Global Finance BV US71647NBF50 en USD 5.093%, échéance 15/01/2030

15/07/2026 ( Dans 105 jours )

Petrobras Global Finance BV est une filiale néerlandaise de Petrobras, la compagnie pétrolière brésilienne, principalement impliquée dans les opérations financières internationales, telles que l'émission d'obligations et la gestion de la dette.

L'Obligation émise par PetroGlobal Finance BV ( Pays-bas ) , en USD, avec le code ISIN US71647NBF50, paye un coupon de 5.093% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2030

424B3 1 tm2023862-7_424b3.htm 424B3
Filed pursuant to Rule 424(b)(3)
Registration Statement Nos. 333-239714 and 333-239714-01
PROSPECTUS
Petrobras Global Finance B.V.
Offers to Exchange
U.S.$4,115,281,000 aggregate principal amount of 5.093% Global Notes Due 2030
Unconditionally guaranteed by
Petróleo Brasileiro S.A. -- Petrobras
(Brazilian Petroleum Corporation-- Petrobras)
Terms of the exchange offer:

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 offer commences on August 17, 2020 and expires at 5:00 p.m., New York City time, on September
15, 2020, unless we extend it.

You may withdraw a tender of Old Securities at any time prior to the expiration of the exchange offer.

Subject to the conditions described herein, all Old Securities that are validly tendered and not validly withdrawn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 will 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 offer. 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 Euro MTF 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."
Each broker-dealer participating in the exchange offer 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 offer involves certain risks. See "Risk Factors" beginning
on page 11.
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 offer, nor have they determined if this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
August 17, 2020

TABLE OF CONTENTS
Page
About this Prospectus
iii
Forward-Looking Statements
iv
Incorporation of Certain Documents by Reference
vi
Where You Can Find More Information
vii
Electronic Delivery of Documents
vii
Prospectus Summary
1
Summary of the Exchange Offer
2
Summary of the Terms of the New Securities
6
Risk Factors
11
Use of Proceeds
14
Selected Financial and Operating Information
15
Capitalization
17
The Exchange Offer
18
Description of the New Securities
27
Description of the Guaranty
41
Book Entry; Delivery and Form
48
Taxation
50
Plan of Distribution
59
Difficulties of Enforcing Civil Liabilities Against Non U.S. Persons
60
Validity of Securities
62
Experts
63
Listing and General Information
64
ii

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.
iii

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:

the outbreak of the COVID-19 pandemic and its impacts on the sanitary, health, political and economic conditions
worldwide and specifically in Brazil;

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, 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 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;
iv

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, terrorist acts, acts of sabotage, wars or embargoes;

regulatory developments, including regulations related to climate change;

the cost and availability of adequate insurance coverage;

our ability to successfully implement assets sales under our portfolio management 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; and

litigation, such as class actions or enforcement or other proceedings brought by governmental and regulatory
agencies.
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.
v

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, 2019 filed with the SEC on March
23, 2020, as amended by Amendment No. 1 on Form 20-F/A filed with the SEC on April 21, 2020 (as so
amended, the "2019 Form 20-F").
2.
The Petrobras Report on Form 6-K furnished to the SEC on May 15, 2020, containing Petrobras's financial
statements in U.S. dollars as of March 31, 2020, and for the three-month periods ended March 31, 2020 and 2019,
prepared and presented in accordance with IAS 34 "Interim Financial Reporting" as issued by the International
Accounting Standards Board (IASB).
3.
The Petrobras Report on Form 6-K furnished to the SEC on May 26, 2020, containing a discussion of Petrobras's
financial information and results in U.S. dollars as of March 31, 2020, and for the three-month periods ended
March 31, 2020 and 2019.
4.
The Petrobras Report on Form 6-K furnished to the SEC on June 8, 2020, relating to exports of fuel oil in May.
5.
The Petrobras Report on Form 6-K furnished to the SEC on June 25, 2020, relating to the appointment of a new
member of the board of directors.
6.
The Petrobras Report on Form 6-K furnished to the SEC on June 29, 2020, relating to the leniency agreement
with Technip Brasil and Flexibras.
7.
The Petrobras Report on Form 6-K furnished to the SEC on July 6, 2020, relating to severance programs.
8.
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 offer.
In addition, all reports and other documents filed by us with the SEC after the date of the registration statement to
which this prospectus relates 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 -- 18th Floor, 20031-912--Rio de Janeiro, RJ, Brazil, Attn: Leandro da Rocha Santos, Institutional Investors
Manager at Investor Relations Department (telephone: +55 (21) 3224-0792; fax: +55 (21) 3224-1401; e-mail:
[email protected]).
vi

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. 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, at 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 offer, you will be consenting to electronic delivery
of these documents.
vii

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 offer. 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 (besloten vennootschap met beperkte aansprakelijkheid) 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 raise financing to fund the operations of companies within the Petrobras group, including by issuing
debt securities in the international capital markets. 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 guaranty.
PGF's registered office is located at Weena 762, 9th floor, room A, 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, 2019 and 2018, Petrobras had sales revenues of U.S.$76,589 million and U.S.$84,638 million, respectively,
gross profit of U.S.$30,857 million and U.S.$32,454 million, respectively, and net income attributable to shareholders of
Petrobras of U.S.$10,151 million and U.S.$7,173 million, respectively. For the three-month periods ended March 31, 2020
and 2019, Petrobras had sales revenues of U.S.$17,143 million and U.S.$18,803 million, respectively, gross profit of
U.S.$7,264 million and U.S.$6,590 million, respectively, and loss attributable to shareholders of Petrobras of U.S.$9,715
million and net income of attributable to shareholders U.S.$1,070 million, respectively. In 2019, Petrobras's average domestic
daily oil production was 2.17 million bbl/d, which represented 81% of Brazil's total oil production (based on production data
issued by the National Petroleum, Natural Gas and Biofuels Agency). In the three-month period ended March 31, 2020,
Petrobras's average domestic daily oil production was 2.32 million bbl/d. As a result of divestments concluded by Petrobras
in 2019, it reassessed its business segments and currently divides its activities into the following segments of operations:

Exploration and Production: this segment covers the activities of exploration, development and production of
crude oil, Natural Gas Liquids ("NGL") and natural gas in Brazil and abroad, for the primary purpose of
supplying our domestic refineries. Our exploration and production segment also operates through partnerships
with other companies, including holding interests in non-Brazilian companies in this segment;

Refining, Transportation and Marketing: this segment covers the activities of refining, logistics, transport,
marketing and trading of crude oil and oil products in Brazil and abroad, exports of ethanol, petrochemical
operations, such as extraction and processing of shale, as well as holding interests in petrochemical companies
in Brazil; and

Gas and Power: this segment covers the activities of logistics and trading of natural gas and electricity,
transportation and trading of liquefied natural gas ("LNG"), generation of electricity by means of thermoelectric
power plants, as well as holding interests in transportation and distribution companies of natural gas in Brazil
and abroad. It also includes natural gas processing and fertilizer operations.
Additionally, we have a Corporate and Other Business classification that includes activities that are not attributed to
the business segments, notably those related to corporate financial management, corporate overhead and other expenses,
provision for the class action settlement, and actuarial expenses related to the pension and medical benefits for retired
employees and their dependents. It also comprises biofuels and distribution businesses. The biofuels business covers the
activities of production of biodiesel and its co-products and ethanol. The distribution business covers the equity interest in the
associate Petrobras Distribuidora S.A. ("BR Distribuidora") and the business for the distribution of oil products abroad (in

Argentina, Bolivia, Colombia and Uruguay). For further information regarding our business segments, see Notes 12 and 31 to
our audited consolidated financial statements included in the 2019 Form 20-F incorporated by reference herein.
Petrobras's principal executive office is located at Avenida República do Chile, 65, 20031-912 Rio de Janeiro, RJ,
Brazil, its telephone number is +55 (21) 3224-4477, and our website is www.petrobras.com.br. The information on our
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.
1