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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
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 (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) |
FEDERATIVE REPUBLIC OF BRAZIL (Jurisdiction of Incorporation or Organization) | CAYMAN ISLANDS (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) | Anderson Square Building, P.O. Box 714 George Town, Grand Cayman Cayman Islands B.W.I. (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:333-139459-01
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class | Name of Each Exchange on Which | |
to be so Registered | Each Class is to be Registered | |
7.875% Global Notes due 2019 | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
(Title of class)
TABLE OF CONTENTS
Item 1. Description of Registrants’ Securities to be Registered | ||||||||
Item 2. Exhibits | ||||||||
SIGNATURE | ||||||||
INDEX TO EXHIBITS |
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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 25 of Petrobras International Finance Company’s (the “Company” or “PifCo”) Prospectus dated December 18, 2006 (Registration No. 333-139459-01), 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-17 through S-18 and S-22 through S-32, respectively, of the Company’s related Prospectus Supplement, dated February 4, 2009, 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 18, 2006, and Prospectus Supplement, dated February 4, 2009, incorporated by reference to the Company’s filing under Rule 424(b)(2), dated February 5, 2009.
99 (B). Form of Global Note incorporated by reference to Exhibit 4.3 of the Report on Form 6-K of the Company filed on February 13, 2009.
99 (C). Indenture among the Company and The Bank of New York Mellon (formerly The Bank of New York) dated as of December 15, 2006, incorporated by reference to Exhibit 4.9 of the Registration Statement on Form F-3 of the Company filed on December 18, 2006 (Registration No. 333-139459-01).
99 (D). Second Supplemental Indenture among the Company, Petróleo Brasileiro S.A.—PETROBRAS (“Petrobras”) and The Bank of New York Mellon (formerly The Bank of New York), dated as of February 11, 2009, incorporated by reference to Exhibit 4.2 of the Report on Form 6-K of the Company filed on February 13, 2009.
99 (E). Guaranty among Petrobras and The Bank of New York Mellon (formerly The Bank of New York), dated as of February 11, 2009, incorporated by reference to Exhibit 4.1 of the Report on Form 6-K of the Company filed on February 13, 2009.
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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 | |||
By: | /s/ Guilherme Estrella | |||
Name: | Guilherme Estrella | |||
Title: | Executive Director | |||
PETROBRAS INTERNATIONAL FINANCE COMPANY (Registrant) | ||||
By: | /s/ Sérvio Túlio da R. Tinoco | |||
Name: | Sérvio Túlio da R. Tinoco | |||
Title: | Financial Manager | |||
By: | /s/ Daniel Lima de Oliveira | |||
Name: | Daniel L. Oliveira | |||
Title: | Chairman | |||
Date: February 18, 2009
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INDEX TO EXHIBITS
Exhibit No. | Exhibit | |
99 (A). | Prospectus, dated December 18, 2006, and Prospectus Supplement, dated February 4, 2009, incorporated by reference to the Company’s filing under Rule 424(b)(2), dated February 5, 2009. | |
99 (B). | Form of Global Note incorporated by reference to Exhibit 4.3 of the Report on Form 6-K of the Company filed on February 13, 2009. | |
99 (C). | Indenture among the Company and The Bank of New York Mellon (formerly The Bank of New York) dated as of December 15, 2006, incorporated by reference to Exhibit 4.9 of the Registration Statement on Form F-3 of the Company filed on December 18, 2006 (Registration No. 333-139459-01). | |
99 (D). | Second Supplemental Indenture among the Company, Petróleo Brasileiro S.A.—PETROBRAS (“Petrobras”) and The Bank of New York Mellon (formerly The Bank of New York), dated as of February 11, 2009, incorporated by reference to Exhibit 4.2 of the Report on Form 6-K of the Company filed on February 13, 2009. | |
99 (E). | Guaranty among Petrobras and The Bank of New York Mellon (formerly The Bank of New York), dated as of February 11, 2009, incorporated by reference to Exhibit 4.1 of the Report on Form 6-K of the Company filed on February 13, 2009. |
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