Form 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2012

 

 

 

Commission File Number 001-15106    Commission File Number 001-33121

 

 

 

PETRÓLEO
BRASILEIRO S.A. —
PETROBRAS

(Exact name of registrant as specified in its charter)

  

PETROBRAS
INTERNATIONAL
FINANCE COMPANY

(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)

 

 

 

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)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F    þ Form 40-F    ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):            

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.    Yes  ¨    No  þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                    .

 

 

 


This report on Form 6-K is incorporated by reference in the Registration Statement on Form of F-3 of Petróleo Brasileiro S.A. — Petrobras (“Petrobras”) (No. 333-163665) and Petrobras International Finance Company (“PifCo”) (No. 333-163665-01) and its accompanying prospectus supplement dated as of February 1, 2012.

Exhibits

 

Exhibit 1.1 —  Underwriting Agreement

Exhibit 4.1 —  Amended and Restated Guaranty for the 2021 Notes

Exhibit 4.2 —  Amended and Restated Sixth Supplemental Indenture

Exhibit 4.3 —  Form of 5.375% Global Notes due 2021 (included in Exhibit 4.2)

Exhibit 4.4 —  Amended and Restated Guaranty for the 2041 Notes

Exhibit 4.5 —  Amended and Restated Seventh Supplemental Indenture

Exhibit 4.6 —  Form of 6.750% Global Notes due 2041 (included in Exhibit 4.5)

Exhibit 4.7 —  Guaranty for the 2015 Notes

Exhibit 4.8 —  Eleventh Supplemental Indenture

Exhibit 4.9 —  Form of 2.875% Global Notes due 2015 (included in Exhibit 4.8)

Exhibit 4.10 —  Guaranty for the 2017 Notes

Exhibit 4.11 —  Twelfth Supplemental Indenture

Exhibit 4.12 —  Form of 3.500% Global Notes due 2017 (included in Exhibit 4.11)

Exhibit 5.1 —  Opinion of internal counsel to Petrobras

Exhibit 5.2 —  Opinion of Walkers, Cayman Islands counsel to PifCo and Petrobras

Exhibit 5.3 —  Opinion of Cleary Gottlieb Steen & Hamilton LLP, U.S. counsel to PifCo and Petrobras

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

        PETROLEO BRASILEIRO S.A. — PETROBRAS
    By:  

/s/ Gustavo Tardin Barbosa

     

Gustavo Tardin Barbosa

     

Executive Manager of Corporate Finance

    PETROBRAS INTERNATIONAL FINANCE COMPANY
    By:  

/s/ Sérvio Túlio da R. Tinoco

     

Sérvio Túlio da R. Tinoco

Date: February 6, 2012

     

Corporate Finance Manager

 

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