July 26, 2018
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Petrobras Global Finance B.V. |
Petróleo Brasileiro S.A. – Petrobras
Registration Statement on FormF-4
Ladies and Gentlemen:
On July 26, 2018, Petrobras Global Finance B.V.(the “Issuer”) and Petróleo Brasileiro S.A. — Petrobras (the “Guarantor,” and together with the Issuer, the “Co-Registrants”), filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on FormF-4 (the “Registration Statement”). The Registration Statement registers U.S.$3,759,866,000 in aggregate principal amount of 5.299% Global Notes due 2025 of the Issuer (the “2025 New Notes”) to be exchanged for the outstanding 5.299% Global Notes due 2025 of the Issuer previously issued in private transactions and U.S.$5,836,134,000 in aggregate principal amount of 5.999% Global Notes due 2028 of the Issuer (the “2028 New Notes” and, together with the 2025 New Notes, the “New Notes”) to be exchanged for the outstanding 5.999% Global Notes due 2028 of the Issuer previously issued in private transactions (such offers to exchange, the “Exchange Offers,” and such outstanding 5.299% Global Notes due 2025 and 5.999% Global Notes due 2028, collectively the “Old Notes”) based on the Exxon Capital Holdings Corporation, SECNo-Action Letter (available April 13, 1988) (the “Exxon Capital Letter”), Morgan Stanley & Co. Incorporated, SECNo-Action Letter (available June 5, 1991) (the “Morgan Stanley Letter”) and Shearman & Sterling, SECNo-Action Letter (available July 2, 1993) (the “Shearman & Sterling Letter”). In connection with the filing of such Registration Statement and in anticipation of the acceleration of the effectiveness thereof, theCo-Registrants hereby represent as follows:
TheCo-Registrants have not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the Exchange Offers, and to the best of theCo-Registrant’s information and belief, each person participating in the Exchange Offers is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offers. In this regard, theCo-Registrants will make each person participating in the Exchange Offers aware (through the Exchange Offers prospectus or otherwise) that if the Exchange Offers are being registered for the purpose of secondary resales, any noteholder using the Exchange Offers to participate in a distribution of the New Notes to be acquired in the registered Exchange Offers (1) cannot rely on the staff’s position in the Exxon Capital Letter, the Morgan Stanley Letter, the Shearman & Sterling Letter or similar letters and (2) must comply with registration and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”) in connection with a secondary resale transaction. TheCo-Registrants acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing the selling noteholder information required by Item 507 of RegulationS-K under the Securities Act.
To the best of theCo-Registrants’ information and belief, no broker-dealer participating in the Exchange Offers with respect to Old Notes acquired for its own account as a result of market-making activities or other trading activities has entered into any arrangement or understanding with any of theCo-Registrants or any affiliate of theCo-Registrants to distribute the Old Notes. In addition, theCo-Registrants (i) will make each person participating in the Exchange Offers aware (through the Exchange Offers prospectus or otherwise) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives New Notes in exchange therefor pursuant to the Exchange Offers, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes and (ii) will include in the Exchange Offers prospectus the additional deemed representation that if the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, an acknowledgment that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes received in respect of such Old Notes pursuant to the Exchange Offers.
[SIGNATURE PAGES FOLLOW]
| Very truly yours, | ||
| PETRÓLEO BRASILEIRO S.A. — PETROBRAS | ||
| By: | /s/ Larry Carris Cardoso Larry Carris Cardoso Attorney in Fact | |
| PETROBRAS GLOBAL FINANCE B.V. | ||
| By: | /s/ Bianca Nasser Patrocinio Bianca Nasser Patrocinio Attorney in Fact | |