HRT Participacoes and a Brazilian subsidiary of TNK- BP, TNK-Brasil, have signed a farm-in agreement relating to the transfer of a 45% interest in concession rights over 21 blocks located in the Sedimentary Basin of Solimões covering an area of approx. 48,500 sq kms. According to the terms agreed to by the parties, once the Brazilian National Agency of Petroleum, Natural Gas and Biofuels (ANP) approves the assignment of the concession rights from Petra Energia to HRT O&G (for which the call option was exercised on May 25, 2011), HRT O&G will effect the Transfer and will receive US$ 1 billion from TNK-Brasil over a two year period. HRT O&G will remain as operator of the blocks that are subject to the Transfer.

HRT O&G will also have the right to additional payments by TNK-Brasil which comprise reimbursement of past costs and earn-out, US$ 0.73/bbl for every barrel above 500 million BOE of total 2P reserves, which may reach up to US$ 5 billion, for a ten year period after approval of the Transfer by ANP. TNK Brasil will have an option (exercisable 30 months after approval of the Transfer by ANP) to acquire additional 10% of HRT O&G's concession rights in the Solimões blocks, which should be priced based on resources and reserves. Should the call not be exercised, HRT O&G will have the right to sell the same 10% to TNK-Brasil, on similar terms.

In order to carry out the transaction, besides using its own staff, HRT O&G was advised by Vinson & Elkins and Goldman Sachs.

Tags: HRT Participações em Petróleo S.A.