SEC Company Response from PETROBRAS - PETROLEO BRASILEIRO SA (PBR, PBR-A) (CIK 0001119639) (PBR) — Jul 28, 2020
PETROBRAS - PETROLEO BRASILEIRO SA (PBR, PBR-A) (CIK 0001119639)
Date: July 28, 2020 · CIK: 0001119639 · Accession: 0001104659-20-087404
AI Filing Summary & Sentiment
File numbers found in text: 333-239714
Referenced dates: July 14, 2020
Letter
VIA EDGAR TRANSMISSION Division of Corporation Finance Petrobras Global Finance B.V. Registration Statement on Form F-4 Filed July 6, 2020 File Nos. 333-239714 and 333-239714-01
Re: Petróleo Brasileiro S.A.–Petrobras
Dear Mr. Dougherty:
By letter dated July 14, 2020, you provided certain comments on the Registration Statement on Form F-4 filed on July 6, 2020 (the “Form F-4”) by co-registrants Petróleo Brasileiro S.A. – Petrobras (the “Company,” “Petrobras” or “we”) and Petrobras Global Finance B.V. (“PGF”). For your convenience, we have reproduced the comments below in italics and have provided responses immediately below each comment.
Comment 1: Exhibits
Please file the articles of association for co-registrant Petrobras Global Finance B.V. as currently in effect, along with any amendments. See Item 601(b)(3)(i) of Regulation S-K.
Response:
As a response to the Staff’s first comment, we expect to file an amendment to Form F-4 (“Form F-4/A”) containing the articles of association for co-registrant PGF, as currently in effect, as Exhibit 3.2 to Form F-4/A. We confirm that PGF is governed by such articles of association, and there are no bylaws in effect as of today.
Comment 2: General
Please be advised that we will not be in a position to accelerate the effectiveness of your registration statement until our comments relating to the Form 20-F filed by Petróleo Brasileiro S.A.—Petrobras for the fiscal year ended December 31, 2019 have been resolved.
Response:
With respect to your second comment, regarding the acceleration of effectiveness of our Form F-4, as amended, we clarify that we are separately responding to your comments on our annual report on Form 20-F for the fiscal year ended December 31, 2019 (“2019 Form 20-F”). We filed a response letter with the Commission regarding the comments on the 2019 Form 20-F earlier today.
* * * * *
We acknowledge that we are responsible for the adequacy and accuracy of the disclosure in the Form F-4; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Form F-4; and that we may not assert comments of the Commission staff as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have any questions or require any additional information with respect to the above, please do not hesitate to contact me at +(55 21) 3224-2401 or Francesca Odell of Cleary Gottlieb Steen & Hamilton LLP at +1 (212) 225-2530.
Sincerely,
/s/ Larry Carris Cardoso
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CORRESP
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filename1.htm
July 28, 2020
VIA EDGAR TRANSMISSION
Mr. Kevin Dougherty
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Re: Petróleo
Brasileiro S.A.–Petrobras
Petrobras Global Finance B.V.
Registration Statement on Form F-4
Filed July 6, 2020
File Nos. 333-239714 and 333-239714-01
Dear Mr. Dougherty:
By letter dated July 14, 2020, you
provided certain comments on the Registration Statement on Form F-4 filed on July 6, 2020 (the “Form F-4”)
by co-registrants Petróleo Brasileiro S.A. – Petrobras (the “Company,” “Petrobras”
or “we”) and Petrobras Global Finance B.V. (“PGF”). For your convenience, we have reproduced
the comments below in italics and have provided responses immediately below each comment.
Comment 1: Exhibits
Please file the articles of association for co-registrant
Petrobras Global Finance B.V. as currently in effect, along with any amendments. See Item 601(b)(3)(i) of Regulation S-K.
Response:
As a response to the Staff’s first
comment, we expect to file an amendment to Form F-4 (“Form F-4/A”) containing the articles of association
for co-registrant PGF, as currently in effect, as Exhibit 3.2 to Form F-4/A. We confirm that PGF is governed by such
articles of association, and there are no bylaws in effect as of today.
Comment 2: General
Please be advised that we will not be in a position
to accelerate the effectiveness of your registration statement until our comments relating to the Form 20-F filed by Petróleo
Brasileiro S.A.—Petrobras for the fiscal year ended December 31, 2019 have been resolved.
Response:
With respect to your second comment, regarding
the acceleration of effectiveness of our Form F-4, as amended, we clarify that we are separately responding to your comments
on our annual report on Form 20-F for the fiscal year ended December 31, 2019 (“2019 Form 20-F”).
We filed a response letter with the Commission regarding the comments on the 2019 Form 20-F earlier today.
* * * * *
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We acknowledge that we are responsible for
the adequacy and accuracy of the disclosure in the Form F-4; staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with respect to the Form F-4; and that we may not assert comments
of the Commission staff as a defense in any proceeding initiated by the Commission or any person under the federal securities laws
of the United States.
If you have any questions or require any
additional information with respect to the above, please do not hesitate to contact me at +(55 21) 3224-2401 or Francesca Odell
of Cleary Gottlieb Steen & Hamilton LLP at +1 (212) 225-2530.
Sincerely,
/s/ Larry Carris Cardoso
Larry Carris Cardoso
Attorney-in-Fact
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