Brazil: Review of the Transfer of Rights Agreement

On January 17, 2018, Joint Ministerial Decree No. 15/2018 was published in the Federal Official Gazette in order to establish a Joint Ministerial Committee responsible for concluding the terms of the review of the Transfer of Rights Agreement (also known as “Onerous Assignment Agreement”) executed between the Federal Government and Petrobras on September 3, 2010.

Within a term of 60 days, which can be extended for an equal period, the Joint Ministerial Committee may negotiate with the Petrobras Committee the following items of the Transfer of Rights Agreement: (i) the value; (ii) the maximum volume; (iii) the term of validity; and (iv) the minimum percentages of local content. Such negotiation should be based on technical reports prepared by international consulting firms.

During the contractual review process, the Joint Ministerial Committee will - along with the Petrobras Committee - grant access to the technical reports that were contracted by the parties, as well as define the approach for handling divergent issues, with a view to constructing a deterministic cash flow, as set out in Exhibit V of the Transfer of Rights Agreement.

The Joint Ministerial Committee will be formed by members of the (i) Ministry of Mines and Energy, (ii) Ministry of Finance and (iii) Ministry of Planning, Development and Management. It should be noted that the Joint Ministerial Committee may invite experts or representatives from other bodies and entities related to the oil and gas industry.

Finally, after the negotiations, the Joint Ministerial Committee will submit to the National Energy Policy Council (“CNPE”) the draft Contract Amendment resulting from the agreed understandings.