Petrobras in $6 Billion SEC-Registered Notes Offering

Cleary Gottlieb served as special United States counsel to Petróleo Brasileiro S.A.—Petrobras (Petrobras) in a U.S.$6.0 billion offering of SEC-registered 5-year, 10-year and 30-year notes issued by Petrobras’ finance subsidiary, Petrobras International Finance Company (PifCo). The proceeds of this multi-tranche offering will be used for general corporate purposes and to finance Petrobras’ planned capital expenditures under its 2010-2014 Business Plan. According to media reports, this was the largest-ever bond offering for a Brazilian company in the international capital markets, surpassing the previous record of U.S.$4.0 billion set by Petrobras in October 2009.

The notes are unconditionally and irrevocably guaranteed by Petrobras, and the terms of the notes are as follows:

• U.S.$2.5 billion of PifCo’s 3.875% Global Notes due 2016
• U.S.$2.5 billion of PifCo’s 5.375% Global Notes due 2021
• U.S.$1.0 billion of PifCo’s 6.750% Global Notes due 2041

Settlement occurred on January 27, 2011. PifCo intends to apply to have the 5-, 10- and 30-year notes listed on the New York Stock Exchange.