pbraform_8a.htm - Generated by SEC Publisher for SEC Filing

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS
(Exact name of registrant as specified in its charter)

 

PETROBRAS GLOBAL FINANCE B.V.
(Exact name of registrant as specified in its charter)

BRAZILIAN PETROLEUM CORPORATION – PETROBRAS
(Translation of registrant’s name into English)

Not Applicable
(Translation of registrant’s name into English)

FEDERATIVE REPUBLIC OF BRAZIL
(Jurisdiction of Incorporation or Organization)

THE NETHERLANDS
(Jurisdiction of Incorporation or Organization)

Avenida República do Chile, 65

20031-912 – Rio de Janeiro – RJ,

Brazil

(Address of principal executive offices)

Weenapoint Toren A

Weena 722

3014 DA Rotterdam

The Netherlands

(Address of principal executive offices)

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. p

 

       

Securities Act registration statement file numbers to which this form relates: 333-183618 and 333-183618-01

 

Securities to be registered pursuant to Section 12(b) of the Act:

          Title of Each Class to be so Registered          

     Name of Each Exchange on Which Each Class is to be Registered    

6.850% Global Notes due 2115

New York Stock Exchange

 

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of class)

 


 

 

Item 1.     Description of Registrants’ Securities to be Registered.

For a description of the securities to be registered hereunder, reference is made to the information under the heading “Description of Debt Securities” on pages 8 through 26 of the Prospectus dated August 29, 2012 included in the Registration Statement on Form F-3 of Petrobras Global Finance B.V. (the “Company” or “PGF”) and Petróleo Brasileiro S.A.—Petrobras (“Guarantor” or “Petrobras”) (Registration Nos. 333-183618-01 and 333-183618), as supplemented by the information under the headings “Risk Factors—Risks Relating to PGF’s Debt Securities”, “Description of the Notes” and “Description of the Guaranty” on pages S-13 through S-14, S-22 through S-32 and S-36 through S-42, respectively, of the related Prospectus Supplement of the Company and the Guarantor, dated June 1, 2015, which information is incorporated herein by reference and made part of this registration statement in its entirety.

Item 2.     Exhibits.

99 (A).  Prospectus dated as of August 29, 2012, incorporated by reference to the Registration Statement on Form F-3 filed with the SEC by the Company and the Guarantor on August 29, 2012 (Registration Nos. 333-183618-01  and 333-183618).

99(B).    Prospectus Supplement dated as of June 1, 2015, incorporated by reference to the SEC filing pursuant to Securities Act Rule 424(b)(2) by the Company and the Guarantor on  June 2, 2015.

99 (C).  Indenture between the Company and The Bank of New York Mellon (the “Trustee”) dated as of August 29, 2012, incorporated by reference to Exhibit 4.5 of the Registration Statement on Form F-3 of the Company and the Guarantor filed on August 29, 2012 (Registration Nos. 333-183618-01  and 333-183618).

99 (D).  Guaranty dated as of June 5, 2015, between the Guarantor and the Trustee, incorporated by reference to Exhibit 4.1 of the Report on Form 6-K furnished by the Guarantor to the SEC on June 5, 2015.

99 (E).  Twentieth Supplemental Indenture dated as of June 5, 2015, among the Company, the Guarantor and the Trustee, incorporated by reference to Exhibit 4.2 of the Report on Form 6-K furnished by the Guarantor to the SEC on June 5, 2015.

99 (F).  Form of 6.850% Global Notes due 2115 incorporated by reference to Exhibit 4.3 of the Report on Form 6-K furnished by the Guarantor to the SEC on June 5, 2015.

 

 

 


 

 

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, each of the Registrants has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

PETRÓLEO BRASILEIRO S.A. – PETROBRAS

(Registrant)

By: /s/ Larry Carris Cardoso

Name: Larry Carris Cardoso

Title: General Manager

          Corporate Finance

 

 

 

 

 

PETROBRAS GLOBAL FINANCE B.V.

(Registrant)

 

 

By: /s/ Gustavo Tardin Barbosa

Name: Gustavo Tardin Barbosa

Title: Managing Director A

 

 

 

By: /s/ Alexandre Quintão Fernandes

Name: Alexandre Quintão Fernandes

Title: Managing Director B

 

Date: June 5, 2015

 

 


 

 

 

INDEX TO EXHIBITS

Exhibit No.

Exhibit

99 (A).

Prospectus dated as of August 29, 2012, incorporated by reference to the Registration Statement on Form F-3 filed with the SEC by the Company and the Guarantor on August 29, 2012 (Registration Nos. 333-183618-01 and 333-183618).

99 (B).

Prospectus Supplement dated as of June 1, 2015, incorporated by reference to the SEC filing pursuant to Securities Act Rule 424(b)(2) by the Company and the Guarantor on June 2, 2015.

99 (C).

Indenture between the Company and the Trustee dated as of August 29, 2012, incorporated by reference to Exhibit 4.5 of the Registration Statement on Form F-3 of the Company and the Guarantor filed on August 29, 2012 (Registration Nos. 333-183618-01 and 333-183618).

99 (D).

Guaranty dated as of June 5, 2015, between the Guarantor and the Trustee, incorporated by reference to Exhibit 4.1 of the Report on Form 6-K furnished by the Guarantor to the SEC on June 5, 2015.

99 (E).

Twentieth Supplemental Indenture dated as of June 5, 2015, among the Company, the Guarantor and the Trustee, incorporated by reference to Exhibit 4.2 of the Report on Form 6-K furnished by the Guarantor to the SEC on June 5, 2015.

99 (F).

Form of 6.850% Global Notes due 2115 incorporated by reference to Exhibit 4.3 of the Report on Form 6-K furnished by the Guarantor to the SEC on June 5, 2015.