Petroreconcavo S.A. (BOVESPA:RECV3) agreed to acquire Maha Energy Brasil Ltda. from Maha Energy Finance (Luxembourg) S.A.R.L and Maha Energy I (Brazil) AB for $187 million on December 27, 2022. The transaction is subject to customary precedent conditions, including approval by the Brazilian antitrust authority. The total acquisition consideration is 174.1 million, comprised of the purchase price of $138 million with additional adjustment of net working capital of $9.3 million and net cash of USD 3.7 million, subject to specific adjustments and to be paid in two installments, (i) $95.9 million at the Closing Date and (ii) $55 million six months after the Closing Date, and an additional earnout payment $36.1 million based on certain contractual conditions established by Maha and PetroRecôncavo, dependent on applicable earnout structure. Morgan Stanley (NYSE:MS) acted as financial advisor to Petroreconcavo S.A. in the transaction. Alexandre Chequer, Rodolfo Tella, Luciana Sodré of Tauil & Chequer Advogados and Mayer Brown LLP acted as legal advisors to Petroreconcavo S.A. Barbara Bittencourt, Joao Godoy, João Aranha and Pedro Sanglard of Demarest Advogados and Setterwalls Advokatbyrå Ab acted as legal advisors to Maha Energy Finance (Luxembourg) S.A.R.L and Maha Energy I (Brazil) AB.

Petroreconcavo S.A. (BOVESPA:RECV3) completed the acquisition of Maha Energy Brasil Ltda. from Maha Energy Finance (Luxembourg) S.A.R.L and Maha Energy I (Brazil) AB on February 28, 2023.