Obligation Petrobras 5.625% ( US71647NAA72 ) en USD

Petrobras

83.88 % ▼

Bresil

US71647NAA72 ( en USD )

5.625% par an ( paiement semestriel )

19/05/2043

Prospectus brochure de l'obligation Petrobras US71647NAA72 en USD 5.625%, échéance 19/05/2043

2 000 USD

1 750 000 000 USD

71647NAA7

BB- ( Spéculatif )

Ba1 ( Spéculatif )

20/05/2024 ( Dans 24 jours )

L'Obligation émise par Petrobras ( Bresil ) , en USD, avec le code ISIN US71647NAA72, paye un coupon de 5.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/05/2043

L'Obligation émise par Petrobras ( Bresil ) , en USD, avec le code ISIN US71647NAA72, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Petrobras ( Bresil ) , en USD, avec le code ISIN US71647NAA72, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 pbra20130513_424b2.htm PROSPECTUS SUPPLEMENT

CALCULATION OF REGISTRATION FEE

Proposed maximum offering price
Proposed maximum aggregate
Amount of registration
Title of each class of securities offered
Amount to be registered
per unit
offering price
fee(1)
Debt securities
2.000% Global Notes due 2016
U.S.$1,250,000,000.00
99.584%
U.S.$1,244,800,000.00
U.S.$169,790.72
3.000% Global Notes due 2019
U.S.$2,000,000,000.00
99.352%
U.S.$1,987,040,000.00
U.S.$271,032.26
4.375% Global Notes due 2023
U.S.$3,500,000,000.00
98.828%
U.S.$3,458,980,000.00
U.S.$471,804.87
5.625% Global Notes due 2043
U.S.$1,750,000,000.00
98.027%
U.S.$1,715,472,500.00
U.S.$233,990.45
Floating Rate Global Notes due 2016
U.S.$1,000,000,000.00
100.000%
U.S.$1,000,000,000.00
U.S.$136,400.00
Floating Rate Global Notes due 2019
U.S.$1,500,000,000.00
100.000%
U.S.$1,500,000,000.00
U.S.$204,600.00
Guaranties
(2)
(1) The registration fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933. The total registration fee due for this offering is U.S.$1,487,618.30.
(2) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable with respect to the guaranties.

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Filed pursuant to Rule 424(b)(2)
Registration Statements 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.$1,250,000,000 2.000% Global Notes due 2016
U.S.$2,000,000,000 3.000% Global Notes due 2019
U.S.$3,500,000,000 4.375% Global Notes due 2023
U.S.$1,750,000,000 5.625% Global Notes due 2043
U.S.$1,000,000,000 Floating Rate Global Notes due 2016
U.S.$1,500,000,000 Floating Rate Global Notes due 2019

The 2.000% Global Notes due 2016 (the "2016 Notes"), the 3.000% Global Notes due 2019 (the "2019 Notes"), the 4.375% Global Notes due 2023 (the "2023 Notes"), the 5.625% Global Notes due 2043 (the
"2043 Notes" and together with the 2016 Notes, 2019 Notes and 2023 Notes, the "Fixed Rate Notes"), the Floating Rate Global Notes due 2016 (the "2016 Floating Rate Notes") and the Floating Rate Global Notes
due 2019 (the "2019 Floating Rate Notes" and together with the 2016 Floating Rate Notes, the "Floating Rate Notes") (each a "series" and collectively the "notes") are general, unsecured, unsubordinated obligations of
Petrobras Global Finance B.V., or "PGF," a wholly-owned subsidiary of Petróleo Brasileiro S.A.-Petrobras, or "Petrobras." The notes wil be unconditionaly and irrevocably guaranteed by Petrobras. The 2016 Notes
wil mature on May 20, 2016, and wil bear interest at the rate of 2.000% per annum. Interest on the 2016 Notes is payable on May 20 and November 20 of each year, beginning on November 20, 2013. The 2019
Notes wil mature on January 15, 2019, and wil bear interest at the rate of 3.000% per annum. Interest on the 2019 Notes is payable on January 15 and July 15 of each year, beginning on January 15, 2014. The 2023
Notes wil mature on May 20, 2023, and wil bear interest at the rate of 4.375% per annum. Interest on the 2023 Notes is payable on May 20 and November 20 of each year, beginning on November 20, 2013. The
2043 Notes wil mature on May 20, 2043, and wil bear interest at the rate of 5.625% per annum. Interest on the 2043 Notes is payable on May 20 and November 20 of each year, beginning on November 20, 2013.
The 2016 Floating Rate Notes wil mature on May 20, 2016, and wil bear interest at a floating rate equal to the three-month U.S. dolar LIBOR plus 1.620%. The interest rate payable on the 2016 Floating Rate Notes
wil be reset quarterly, and interest is payable on February 20, May 20, August 20 and November 20 of each year, beginning on August 20, 2013. The 2019 Floating Rate Notes will mature on January 15, 2019, and will
bear interest at a floating rate equal to the three-month U.S. dolar LIBOR plus 2.140%. The interest rate payable on the 2019 Floating Rate Notes wil be reset quarterly, and interest is payable on January 15, April 15,
July 15 and October 15 of each year, beginning on July 15, 2013.

PGF wil 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 Fixed Rate 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 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-14 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
2016 Notes
99.584%
U.S.$1,244,800,000
0.250%
U.S.$3,125,000
99.334%
U.S.$1,241,675,000
2019 Notes
99.352%
U.S.$1,987,040,000
0.250%
U.S.$5,000,000
99.102%
U.S.$1,982,040,000
2023 Notes
98.828%
U.S.$3,458,980,000
0.300%
U.S.$10,500,000
98.528%
U.S.$3,448,480,000
2043 Notes
98.027%
U.S.$1,715,472,500
0.350%
U.S.$6,125,000
97.677%
U.S.$1,709,347,500
2016 Floating Rate Notes
100.000%
U.S.$1,000,000,000
0.250%
U.S.$2,500,000
99.750%
U.S.$997,500,000
2019 Floating Rate Notes
100.000%
U.S.$1,500,000,000
0.250%
U.S.$3,750,000
99.750%
U.S.$1,496,250,000

(1) Plus accrued interest from May 20, 2013, 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 May 20, 2013.
Joint Bookrunners

BB Securities BofA Merrill Lynch Citigroup HSBC Itaú BBA J.P. Morgan Morgan Stanley

Co-managers

Mitsubishi UFJ Securities Standard Chartered Bank
May 13, 2013

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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-14
Risk Factors
S-14
Use of Proceeds
S-17
Selected Financial and Operating Information
S-18
Capitalization
S-20
Description of the Notes
S-21
Clearance and Settlement
S-38
Description of the Guaranties
S-41
Plan of Distribution
S-48
Taxation
S-54
Difficulties of Enforcing Civil Liabilities against Non-U.S. Persons
S-60
Legal Matters
S-61
Experts
S-62

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PROSPECTUS

Page
About This Prospectus
2
Forward-Looking Statements
3
Petrobras
4
PGF
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

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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' financial condition. The second part, the accompanying prospectus, gives more general information about
securities that PGF and Petrobras may offer from time to time. Generally, references to the prospectus mean this prospectus supplement and the accompanying
prospectus combined. If the information in this prospectus supplement differs from the information in the accompanying prospectus, the information in this prospectus
supplement supersedes the information in the accompanying prospectus.
We are responsible for the information contained and incorporated by reference in this prospectus supplement and in any related free-writing prospectus we
prepare or authorize. PGF and Petrobras have not authorized anyone to give you any other information, and we take no responsibility for any other information that
others may give you. Neither PGF nor Petrobras is making an offer to sell the notes in any jurisdiction where the offer is not permitted.
You should not assume that the information in this prospectus supplement, the accompanying prospectus or any document incorporated by reference is accurate
as of any date other than the date of the relevant document.
In this prospectus supplement, unless the context otherwise requires or as otherwise indicated, references to "Petrobras" mean Petróleo Brasileiro
S.A.-Petrobras and its consolidated subsidiaries taken as a whole, and references to "PGF" mean Petrobras Global Finance B.V., a wholly-owned subsidiary of
Petrobras. Terms such as "we," "us" and "our" generally refer to both Petrobras and PGF, unless the context requires otherwise or as otherwise indicated.
References herein to "reais" or "R$" are to the lawful currency of Brazil. References herein to "U.S. dollars" or "U.S.$" are to the lawful currency of the
United States. 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
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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 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;
·
our 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;
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;
·
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;

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·
the cost and availability of adequate insurance coverage; 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.

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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, 2012, filed with the SEC on April 29, 2013.
(2) The Petrobras Reports on Form 6-K furnished to the SEC on April 30, 2013, containing financial information for the three-month periods ended
March 31, 2013 and 2012, prepared in accordance with International Financial Reporting Standards ("IFRS").
(3)
The Petrobras Reports on Form 6-K furnished to the SEC on the dates indicated below, concerning other recent developments in our business:
·
Report furnished on May 8, 2013 announcing a new discovery of oil reserves in the Santos Basin pre-salt area.
·
Report furnished on May 1, 2013, relating to the sale of certain exploratory blocks in the Gulf of Mexico.
·
Report furnished on April 30, 2013, containing the minutes of its ordinary and extraordinary general meetings held on April 29, 2013, including the
election of members of Petrobras' Board of Directors and Fiscal Council.
·
Reports furnished on April 4, 2013 and March 18, 2013, relating to Petrobras' Business Plan for 2013-2017.
(4)
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' 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).
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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.

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