8-A12B 1 y89349e8va12b.htm 8-A12B e8va12b
 
 
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
     
Commission File Number 1-15106   Commission File Number 333-14168
     
PETRÓLEO BRASILEIRO S.A. –
PETROBRAS 		  PETROBRAS INTERNATIONAL FINANCE COMPANY
(Exact name of registrant as specified in its charter)   (Exact name of registrant as specified in its charter)
     
BRAZILIAN PETROLEUM CORPORATION — PETROBRAS   Not Applicable
(Translation of registrant’s name into English)   (Translation of registrant’s name into English)
     
FEDERATIVE REPUBLIC OF BRAZIL   CAYMAN ISLANDS
(Jurisdiction of Incorporation
or Organization) 		  (Jurisdiction of Incorporation
or Organization)
     
Avenida República do Chile, 65
20035-900 — Rio de Janeiro — RJ,
Brazil
(55-21) 3224-4477
(Address of principal executive offices) 		  4th Floor, Harbour Place
103 South Church Street
P.O. Box 1034GT — BWI
George Town, Grand Cayman
Cayman Islands
(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. þ 		  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. o
Securities Act registration statement file numbers to which this form relates: 333-163665-01
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
     
5.375% Global Notes due 2021   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 23 of Petrobras International Finance Company’s (the “Company” or “PifCo”) Prospectus dated December 11, 2009 (Registration Statement No. 333-163665-01), as supplemented by the information under the headings “Risk Factors—Risks Relating to PifCo’s Debt Securities” and “Description of the Notes” on pages S-15 through S-16 and S-20 through S-31, respectively, of the Company’s related Prospectus Supplement, dated January 20, 2011, which information is incorporated herein by reference and made part of this registration statement in its entirety.
Item 2. Exhibits.
     99 (A). Prospectus, dated December 11, 2009, and Prospectus Supplement, dated January 20, 2011, incorporated by reference to the Company’s filing under Rule 424(b)(2), dated January 21, 2011.
     99 (B). Form of 5.375% Global Note due 2021 incorporated by reference to Exhibit 4.6 of the Report on Form 6-K of the Company filed on January 27, 2011.
     99 (C). Indenture among the Company and The Bank of New York Mellon (the “Trustee”) dated as of December 15, 2006, incorporated by reference to Exhibit 4.8 of the Registration Statement on Form F-3 of the Company filed on December 11, 2009 (Registration No. 333-163665-01).
     99 (D). Sixth Supplemental Indenture among the Company, Petróleo Brasileiro S.A.—Petrobras (“Petrobras”) and the Trustee, dated as of January 27, 2011, incorporated by reference to Exhibit 4.5 of the Report on Form 6-K of the Company filed on January 27, 2011.
     99 (E). Guaranty for the 2021 Notes among Petrobras and the Trustee, dated as of January 27, 2011, incorporated by reference to Exhibit 4.4 of the Report on Form 6-K of the Company filed on January 27, 2011.

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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/ Almir Guilherme Barbassa    
    Name:   Almir Guilherme Barbassa   
    Title:   Chief Financial Officer
and Chief Investor Relations Officer		  
 
     
  By:   /s/ Guilherme de Oliveira Estrella    
    Name:   Guilherme de Oliveira Estrella   
    Title:   Chief Exploration and Production Officer   
 
  PETROBRAS INTERNATIONAL FINANCE COMPANY
     (Registrant)
 		  
  By:   /s/ Sérvio Túlio da Rosa Tinoco    
    Name:   Sérvio Túlio da Rosa Tinoco   
    Title:   Chief Financial Officer   
 
     
  By:   /s/ Daniel Lima de Oliveira    
    Name:   Daniel Lima de Oliveira   
    Title:   Chief Executive Officer   
 
Date: January 27, 2011

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INDEX TO EXHIBITS
     
Exhibit No.   Exhibit
99 (A).
  Prospectus, dated December 11, 2009, and Prospectus Supplement, dated January 20, 2011, incorporated by reference to the Company’s filing under Rule 424(b)(2), dated January 21, 2011.
 
    
99 (B).
  Form of 5.375% Global Note due 2021 incorporated by reference to Exhibit 4.6 of the Report on Form 6-K of the Company filed on January 27, 2011.
 
    
99 (C).
  Indenture among the Company and the Trustee dated as of December 15, 2006, incorporated by reference to Exhibit 4.8 of the Registration Statement on Form F-3 of the Company filed on December 11, 2009 (Registration No. 333-163665-01).
 
    
99 (D).
  Sixth Supplemental Indenture among the Company, Petrobras and the Trustee, dated as of January 27, 2011, incorporated by reference to Exhibit 4.5 of the Report on Form 6-K of the Company filed on January 27, 2011.
 
    
99 (E).
  Guaranty for the 2021 Notes among Petrobras and the Trustee, dated as of January 27, 2011, incorporated by reference to Exhibit 4.4 of the Report on Form 6-K of the Company filed on January 27, 2011.

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