Pierre Perrin-Monlouis Dernière mise à jour: 20 octobre 2021
Petrobras announces that initiated arbitrage proceedings against Transcor Astra Group on June 19, 2008 to resolve issues regarding Transcor Astra’s failure to comply with its obligations regarding the operation of two Petrobras/Transcor Astra jointly owned U.S. companies in Texas, PRSI and PRSI Trading Company, which operate a refinery and trading company.
In response to Petrobras’ initiatives, on July 1, 2008, Transcor Astra Group filed litigation in the U.S. against Petrobras and purported to exercise its put options related to Transcor Astra’s interests in those entities and demand Petrobras purchase its 50% stake in them.
Petrobras considers Transcor Astra’s claims to be without merit and plans to vigorously defend against the Transcor Astra action.
Purported Exercise of Put by Transcor Astra
Petrobras’ U.S. subsidiary Petrobras America, Inc. and affiliates collectively own 50% of PRSI and of PRSI Trading Company. Transcor Astra Group owns the remaining 50%.
The Transcor Astra entities hold options under the PRSI Shareholder Agreement and the Trading Company Articles of Incorporation, exercisable under certain circumstances, to put their interests in PRSI and the Trading Company to the respective Petrobras subsidiaries that own interests in PRSI and the Trading Company, thereby requiring the purchase of such interests by the respective Petrobras subsidiaries.
Due to recent failures by Transcor Astra to abide by its obligations under the PRSI Shareholder Agreement and the Trading Company’s Articles of Incorporation, on June 19, 2008, Petrobras exercised its right to approve the essential actions to give continuity to the entities as provided for in the agreements.
In furtherance to some disagreement between the shareholders as to various matters in the refinery and Trading Company governance, on July 1, 2008, Transcor Astra purported to exercise its put options to require the purchase by Petrobras of Transcor Astra’s 50% of PRSI and the Trading Company.
The price payable for the option is determined according to a mechanism contractually prescribed.
Petrobras is analyzing the terms of Transcor Astra’s purported put option requirement with the assistance of its lawyers and other advisors.