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In Unprecedented Auction of Pre-Salt Shares Already in Production, Petrobras and Shell Acquire Stakes in Mero and Atapu for R$ 8.8 Billion, Below the Official Target, Leave Tupi Without Bids, and Transfer the Task of Recompiling the Expected Revenue for 2025 in the Federal Budget to Future Payments.
On December 4, 2025, Petrobras and Shell solely concentrated the results of the auction for the Union’s shares in pre-salt fields already in production, acquiring stakes in Mero and Atapu and securing R$ 8.8 billion in immediate revenue for the federal government, an amount lower than the last official projection of R$ 10.2 billion. The bidding ended without any offers for the Union’s share in Tupi, consolidating the revenue shortfall in a round considered strategic for the public purse.
The auction, conducted by Pré-Sal Petróleo S.A. (PPSA), was designed to incorporate into the 2025 budget the resources from the sale of the remaining Union shares in unitized areas. The state company responsible for the pre-salt sharing contracts recalls that the initial estimate reached R$ 15 billion but was revised after the decision to adopt an up-front payment combined with future contingent installments, in a model that attempts to balance lower immediate price with potential additional gains tied to Brent prices and the redetermination of reserves.
How the Unprecedented Auction of Union Shares Went
The auction offered minority stakes in three large shared fields: Mero, Atapu, and Tupi, all already in production under the sharing regime.
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Petrobras and Shell competed alone and without competition for two of these three offers, consolidating the perception of a highly concentrated auction with a selective appetite for assets.
In Mero, the consortium formed by the two companies acquired a 3.5% stake belonging to the Union for R$ 7.79 billion.
The amount slightly exceeded the minimum established in the notice, of R$ 7.65 billion, which secured the government a modest but positive premium in a field considered one of the most relevant in the pre-salt.
In Atapu, the same Petrobras-Shell partnership acquired a 0.95% slice for around R$ 1 billion, also above the minimum amount of R$ 863.32 million.
In practice, the two combined bids made up the total amount of R$ 8.8 billion, since the third area offered did not receive any proposals.
Tupi Stalled: Why There Were No Bids
The main surprise of the auction was the total absence of bids for the 0.833% stake in the shared Tupi field, with a minimum value of R$ 1.69 billion.
Despite being one of the largest oil fields in the country, the area did not attract any proposals, which helped to bring the revenue below the projected R$ 10.2 billion in the last revision in November.
According to the president of PPSA, Luis Fernando Paroli, the economic view of the companies regarding Tupi was “worse” than the government’s expectation, primarily influenced by the recent trajectory of Brent oil prices, which fell throughout 2025.
With lower prices, the risk-return assessment for purchasing such a specific and already producing stake becomes more restrictive.
Paroli highlighted that ten companies accessed the auction’s data room and seven managed to credential themselves, indicating significant preliminary interest.
However, the combination of minimum price, a weaker Brent scenario, and risk profile may have discouraged the formalization of proposals for Tupi, leaving the asset stalled in this first attempt to sell the Union’s stake.
What Changes in Petrobras’ Stake in Mero and Atapu
After the auction, Petrobras reported in a relevant fact that it will disburse R$ 6.97 billion still in December to increase its stakes in the Mero and Atapu fields.
The purchase was made in partnership with Shell, but the Brazilian state company specified the variation of its percentages in each asset.
In Mero, Petrobras’ share in the shared field rises from 38.60% to 41.40%, reinforcing the field’s weight in its pre-salt production portfolio.
In Atapu, the participation advances from 65.687% to 66.38%, further consolidating the company’s dominant position in this area.
For Petrobras, the move is presented as a long-term bet on oil profit generation in high-productivity pre-salt fields, even in a more volatile Brent environment subject to price revisions.
For Shell, the operation reinforces its strategy to maintain relevant exposure in large-scale projects in Brazil, aligned with its global focus on lower-cost extraction assets.
Union Collects Less Now, but Maintains Oil Flow and Revenue
Despite the immediate frustration regarding the R$ 10.2 billion target, PPSA argues that the Union “loses nothing” with the absence of bids for Tupi, as it will continue to receive and sell the oil corresponding to its participation in that field.
The same applies, on a smaller scale, to the remaining stakes in Mero and Atapu, as, even after the partial sale, the government will continue to receive part of the oil profit provided for in the sharing contracts.
These volumes of oil are usually sold in specific auctions, complementing the Treasury’s revenue throughout the year.
Paroli also reminded that, before the revision, the estimate of R$ 15 billion considered a scenario of higher prices, larger premiums, and the full sale of the three stakes, which did not occur.
In the Ministry of Finance, interlocutors assess that the R$ 1.4 billion frustration, compared to the most recent forecast, does not represent an immediate material risk to the fiscal targets for 2025.
The argument is that traditionally, the government benefits from what is called “suspension” of resources: authorized expenses in the budget that are not effectively executed due to bureaucratic hurdles and that end up compensating for point revenue shortfalls.
The economic team itself projects a suspension close to R$ 10 billion this year.
Earn-Out: How Additional Payments to Companies Work
In addition to the amount paid upfront, Petrobras and Shell may make additional payments to the Union in the future through an earn-out structure linked to the economic and technical conditions of the fields.
If the annual average of Brent exceeds 55 dollars per barrel, a window opens for extra disbursements, increasing government returns without the need for a new auction.
There is also the possibility of additional payments if there are redeterminations of the interests in the fields, which can increase the relative share of the areas previously uncontracted and, therefore, the value of the assets transferred to the companies.
In Paroli’s assessment, these contingent mechanisms have the potential to offset part or even all of the difference between the effective revenue of R$ 8.8 billion and the more ambitious projections released at the beginning of the process.
From the perspective of Petrobras and Shell, the earn-out also represents a calculated risk component: the better the operational performance and price scenario, the greater the future value to be paid, but also the greater the cash flow derived from additional oil profit.
Concentrated Auction, Calculated Risk, and Next Moves
The result of this unprecedented auction of Union shares reinforces some important signals from the oil and gas market in 2025.
On one hand, companies already positioned in large fields, like Petrobras and Shell, show a willingness to expand their participation in assets they know well and where they already operate, reducing technical and execution uncertainties.
On the other hand, the absence of effective competition and the stalling of the Tupi stake highlight a selective appetite for risk, strongly conditioned by Brent’s behavior and the financial design of the contracts.
PPSA fulfilled the mission of holding the round still in 2025, ensuring relevant revenues and a pipeline of contingent payments, but it will have to decide whether to insist on the current model or adjust parameters to attract more players in future rounds.
For Petrobras, the move consolidates the strategy of deepening its presence in high-productivity pre-salt projects, while the government tries to balance cash needs, fiscal targets, and long-term value preservation in its oil assets.
Ultimately, the auction leaves an open question for investors, public agents, and taxpayers: is it better to secure a smaller immediate revenue, with the possibility of future gains via earn-out, or to insist on higher entry prices even at the risk of seeing strategic stakes, like Tupi, again stalled?
In your view, did Petrobras and the government make the right decision accepting this modest result now, trusting in future payments, or should the auction have been redesigned to attract more competition and increase revenue already in 2025?
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