Petrobras reports that it signed an Agreement with the Administrative Council for Economic Defense (Cade), which consolidates understandings between the parties on the promotion of competition in the natural gas industry in Brazil, including the sale of shareholdings in companies operating thereof.
The purpose of the Agreement is to preserve and protect the competitive conditions, aiming to open the Brazilian natural gas market, encouraging new agents to enter this market, as well as suspending administrative procedures established by Cade to investigate Petrobras' natural gas business.
With the signature of this Agreement, among other commitments, Petrobras undertakes to sell the following shareholdings:
(i) Nova Transportadora do Sudeste S.A. (NTS) - 10%;
(ii) Transportadora Associada de Gas S.A. (TAG) - 10%;
(iii) Transportadora Brasileira Gasoduto Bolivia-Brasil S.A. (TBG) - 51%; and
(iv) indirect participation in gas distribution companies, either by selling its 51% interest in Gaspetro, or by selling its indirect participation in distribution companies.
While divestments are not carried out, Petrobras shall appoint, within a period of up to six months from the date of signature of the Agreement, independent members of the Board of Directors in these transportation companies and in Gaspetro, according to the “Novo Mercado” listing industry rules, aiming at ensuring the functional unbundling of companies.
Divestments will be carried out following a schedule agreed upon by the parties, in accordance with the Company's Divestment Methodology, pursuant to the provisions of Decree 9,188/17, subject to economic and financial valuations related to each of the assets, as well as technical, legal, financial and compliance requirements fulfilled by potential buyers.
Petrobras also undertakes to indicate in the transportation systems the maximum injection and withdrawal volumes at each receiving point and delivery area, for further adjustments to the current transportation service contracts, so that transportation companies, under the supervision of ANP, can offer the remaining capacity to the market, thus enabling other companies to use the transportation network not used by Petrobras.
Furthermore, the company is committed to other actions to allow greater competitiveness in the natural gas market, such as: (i) negotiation of access to outflow and processing assets, (ii) refrain from purchasing new gas volumes from partners/third parties, except in certain situations provided for in the Agreement, and (iii) lease of the Regasification Terminal in the state of Bahia.
In addition, the schedule and the fulfillment of the commitments assumed with Cade will be followed up by an external agent, to be hired by Petrobras, according to specifications to be established by mutual agreement.
Petrobras considers that the signature of the Agreement is in line with the company's strategy of improving its capital allocation, reducing leverage and regulatory risk, and consolidating its cooperation efforts with Cade in building a favorable environment for new investors to enter the natural gas industry, contributing to the country’s growth.
This report on Form 6-K shall be deemed to be incorporated by reference into the Offer to Purchase dated July 1, 2019, relating to the previously announced tender offers by Petrobras Global Finance B.V., a wholly-owned subsidiary of Petr?leo Brasileiro S.A. – Petrobras.