ONSHORE E&P OPPORTUNITY IN BRAZIL

June 2020

Onshore E&P Opportunity in Brazil

1. Opportunity Description

OPPORTUNITY OVERVIEW

Petróleo Brasileiro S.A. ("PETROBRAS") is undertaking a process (the "Process") to sell its total operated working interests in a group of concessions in onshore E&P fields ( "Urucu Pole"), located in the Solimões Basin in the state of Amazonas, Brazil. The scope of this Process consists on the transfer of exploration, development and production rights of oil and natural gas in this group of onshore fields, with integrated facilities, aiming to provide potential buyers with full operating conditions ("Potential Transaction").

  • Urucu Pole comprises 7 production concessions (Araracanga, Arara Azul, Carapanaúba, Cupiúba, Leste do Urucu, Rio Urucu, Sudoeste Urucu), all located in the state of Amazonas, in the municipalities of Tefé and Coari, occupying an area of approximately 350 km2.

    • Petrobras may exclude from the scope of the project, at its own discretion, the concessions of Cupiúba and Carapanaúba, at any moment prior to the offer submission.

  • The average monthly production of Urucu Pole in the first quarter of 2020 was approximately 106,353 boed, of which 16,525 bpd are oil and condensate and 14,281 Mm³/d are gas, in addition to 1,137 thousand ton/d of GLP. It is worth mentioning that the production of fields Cupiúba and Carapanaúba represent 0.5% of the total production of the Pole.

  • Petrobras is the operator in all concessions, with a 100% working interest.

  • In addition to the concessions and its production facilities, the transaction perimeter includes the oil and natural gas production processing plants and storage facilities of Polo Arara, of which is worth highlighting 4 Natural Gas Processing Plants ("UPGN") and treatment and compressing stations, oil tanks and GLP spheres. Given the remote location, the transaction perimeter also includes an airport, medical center, and other facilities which enable operations in such conditions, in addition to logistics facilities which support production, such as the Encontro das Águas port, located in Manaus and the support bases Evandro I and II located in the municipality of Coari.

  • A contract for drainage, transfer and storage will be offered, with terms to be disclosed during the process.

HIGHLIGHTS

  • High level of autonomy for the management of the assets (100% working interest in all fields)

  • Average production of oil and condensate in the first quarter of 2020: 16,525 bdp, of light oil (average API of 49 degrees)

  • Average natural gas production in the first quarter of 2020: 14,281 thousand m³/d

  • Prospective purchasers will have access to infrastructure for storage, transportation and drainage of oil and natural gas, which will allow for full operational autonomy

1. Opportunity Description (Cont'd)

LOCATION

Urucu Pole is located in the Solimões Basin, Amazonas, approximately 235 km southwest from the city of Coari and 623 km southwest from Manaus.

2. Process Overview

2.1. Petrobras has retained Banco J.P. Morgan ("J.P. Morgan") to act as its exclusive financial advisor in connection to the Potential

Transaction.

a. Should any recipient/participant who meets all the Eligibility Requirements ("Prospective Purchaser") be interested in participating in the Process, it will be required to formally notify J.P. Morgan up to July 17th, 2020 of its interest in order to receive the required documents to participate in the Process: (i) Confidentiality Agreement ("CA"); (ii) Compliance Certificate ("CC"); (iii) Regulatory Requirements Certificate ("RRC"). All notifications should be sent to J.P. Morgan through the contact information, described on Page 9.

  • b. If required by Petrobras, the Potential Purchaser shall present supporting documents.

  • c. For the next phase of the Process, the deadline to execute the CA, the CC and the RRC, and deliver any other required documents, will be July 24th, 2020.

  • d. Distribution of the information package will commence after the deadline date specified on item 2.1.c, to all Prospective Purchasers who have executed the CA, the CC and the RRC, and delivered any other required documents.

3. Eligibility Requirements

3.1. In order to participate in the Process, a Prospective Purchaser must meet at least one of the criteria below ("Eligibility Requirements"):

1) Currently hold a qualification by Agência Nacional do Petróleo Gás Natural e Biocombustíveis (ANP) to act at least as Operator "B", in accordance to ANP's Bidding Guidelines to award the Bidding Contracts for oil and gas exploration and production activities- 16th Bidding Round ("ANP Guideline")

OR

2) In the event that the Prospective Assignee is classified by ANP as operator "C", or does not hold ANP operator status, the assignee must declare (as per RRC to be presented by PETROBRAS): (i) it is aware of the Agency's qualification process (ii) it meets, at the time the declaration is presented, to the requirements of ANP's 16th Bidding Round to be classified at least as "Operator B".

It should be noted that in order to be qualified as Operator "B", nowadays ANP requires minimum book value of R$ 76,000,000.00. This requirement can be updated by the referred agency during the development of the competitive process and the Prospective Assignee shall be in compliance with such updates.

3.2 The Prospective Purchaser shall not be listed in the following restrictive lists:

(A) "Cadastro de Empresas Inidôneas, Suspensas" (CEIS)

(available at:http://www.portaldatransparencia.gov.br/ceis)

(B) "Cadastro Nacional de Empresas Punidas" (CNEP)

(available at:http://www.portaldatransparencia.gov.br/sanções/cnep)

(C) "Empresas impedidas de transacionar com a PETROBRAS"

(available at:http://transparencia.petrobras.com.br/licitacoes-contratos)

3.3 In case the Prospective Purchaser, or any of its Affiliates, is identified in the abovementioned hypothesis or fail to meet any of the abovementioned requirements, it will be excluded from the Process at any time, in compliance with the rules applicable to Petrobras.

Attachments

  • Original document
  • Permalink

Disclaimer

PETROBRAS - Petróleo Brasileiro SA published this content on 26 June 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 June 2020 23:13:01 UTC