Our Board of Directors approved the corporate restructuring of its wholly-owned subsidiary Petrobras Distribuidora S.A. (BR), which will entail the following transactions:
1. Capital contribution by Petrobras for BR for approximately R$6.3 billion;
2. Partial corporate spin-off of BR, consisting in the segregation of the accounts receivable held by BR resulting from acknowledgment of debt contracts (ADCs) with the Eletrobras System for which there are real guarantees (pledge of credit from the Power Development Account - PDA) and of the accounts receivable held by BR with other Petrobras System corporations. The portion spun-off will be merged into Downstream Participações Ltda. (“Downstream”), a wholly-owned subsidiary of Petrobras;
3. Merger of Downstream into Petrobras.
The capital generated by the capital contribution will be used in full for the prepayment of debts previously contracted by BR and guaranteed by us.
Because this is a restructuring between companies whose entire share capital belongs to us, the transactions will be carried out at book value based on an appraisal report, with no impact on the results of the companies involved. Additionally, the transaction does not generate a material change in our shareholders’ equity or in BR’s.
Information on receivables from the electricity sector is available in our consolidated financial statements (CFS) for the second quarter of 2017, as described in note 7.4. “Accounts receivable - Electrical Sector (Isolated Power System),” and in BR’s individual financial statements for the year 2016, according to explanatory note 7.2 “Composition - Electrical Sector (Isolated System).”
These transactions are still subject to approval by BR’s General Shareholders’ Meeting and by Downstream’s Partner Meeting, as well as to the manifestation of the State-Owned Enterprise Governance Coordination Department (SEST), pursuant to Decree 9035/2017. The merger of Downstream will also be subject to deliberation by the relevant corporate bodies.