MC Brazil Downstream Participa?es agreed to acquire RLAM refinery from Petr?leo Brasileiro S.A. - Petrobras (BOVESPA:PETR4) for $1.7 billion on February 8, 2021. MC Brazil Downstream Participa?es signed a contract to acquire RLAM refinery from Petr?leo Brasileiro S.A. - Petrobras on March 24, 2021. A bond offering of $1.8 billion of 7.250% Senior Secured Notes due 2031 is being raised to fund an export prepayment facility in relation to the refinery which is being sponsored by Mubadala Capital and a syndicate of banks led by J.P. Morgan. The signing of the purchase and sale agreement is still subject to the approval of the relevant corporate bodies. The transaction is subject to regulatory approval and approval of merger agreement by RLAM Refinery board. As of March 24, 2021, the transaction has been approved by the Board of Petr?leo Brasileiro. As of June 9, 2021, General Superintendence of the Administrative Council for Economic Defense (CADE) approved the transaction and the transaction is still subject to the elapse of the 15-day period imposed by Law 12,529/11 and the fulfillment of other conditions. The transaction is expected to be completed this year or early in 2022. As on November 26, 2021, Petrobras expects the operation to be concluded soon. Citi acted as financial advisor to Petrobras. Marcelo Viveiros de Moura, Joamir M?ller Romiti, Raphael Moraes Paciello, Caio Cruz Ferreira Silva, Leonardo Peres da Rocha e Silva, Luis Cl?udio Furtado Faria, Emir Nunes de Oliveira Neto, Brigida Melo e Cruz Gama Filho, Maria Christina Motta Gueorguiev, Rodrigo de Almeida Vieira, Carlos El?as Mercante, Anna Carolina Guimar?es, Felipe Bernardelli, Rodrigo Bottrel Pereira Tostes, Guillermo Zuma Hoorn, ?lcio Aulicinio Borges, Camila Gargaglione Coelho, Erick Mateus Santos Faustino, Daniel Andrade, Julia Mello L. M. de Carvalho, Vitor Chavantes Godoy da Costa and Carlos Tomaz Assun??o Ribeiro of Pinheiro Neto Advogados acted as legal advisors to Mubadala Capital. Lefosse Advogados acted as legal advisor to Petr?leo Brasileiro S.A. - Petrobras. Lazard Ltd acted as financial advisor to Mubadala. Tobias Stirnberg, Carlos Albarrac?n, Carolina Walther-Meade, Matthew Hagopian and Dan Bartfeld of Milbank LLP acted as legal advisor to syndicate of banks led by?J.P. Morgan. MC Brazil Downstream Participa?es S.A. completed the acquisition of RLAM Refinery of Petr?leo Brasileiro S.A. - Petrobras from Petr?leo Brasileiro S.A. - Petrobras (BOVESPA:PETR4) for $1.8 billion on November 30, 2021. The initial purchase price of $1.65 billion was preliminarily adjusted for monetary correction and variations in working capital, net debt and investments until the closing of the transaction. The contract also provides for a final adjustment to the purchase price, which is expected to be determined in the coming months. All the conditions precedent to the transaction have been fulfilled. RLAM refinery will be renamed Mataripe Refinery as of December 1, 2021.