Rosneft may use TNK-BP cash, loans for takeover

* Combined Rosneft, TNK-BP cash resources $15 bln

* Rosneft says received commitments for $30 bln from banks

* Russian state oil major markets benchmark dollar bond

MOSCOW, Nov 26 (Reuters) - Rosneft may dig deeper into its pockets and raise funds from TNK-BP to help finance its $55 billion takeover of the Anglo-Russian oil firm that will make it the world's largest listed oil firm by output.

Rosneft said in a Eurobond prospectus, dated Nov. 23 and obtained by Reuters on Monday, that it may use its and TNK-BP's existing cash - which totalled over $15 billion at Sept. 30 - to fund the deal in combination with borrowings from banks.

It was not clear how exactly state-controlled Rosneft would rely on TNK-BP to finance the deal - some analysts say the joint venture may eventually pay a special dividend or loan funds to Rosneft to help complete the deal.

Rosneft needs $45 billion in cash to fund its two-stage takeover of TNK-BP. In the first leg, which has already received Russian government and board approval, it will buy out British oil major BP's one-half stake for stock and $17.1 billion in cash.

BP would plough back $4.8 billion of proceeds into buying Rosneft shares from the Russian state, ending up with a stake of nearly 20 percent.

In the second step, Rosneft would pay $28 billion in cash to buy the rest of TNK-BP from AAR, a consortium that represents billionaire shareholders Mikhail Fridman, German Khan, Viktor Vekselberg and Len Blavatnik.

Rosneft also said in the prospectus that it has received a commitment from a syndicate of international banks to lend around $30 billion, including up to $7.5 billion in long-term financing, to fund the takeover.

Reuters Loan Pricing Corporation reported on Nov. 15 that Rosneft was receiving initial commitments of $32.5 billion in takeover finance from banks.

A source close to the deal told Reuters that Rosneft will hold roadshow for a dollar-denominated Eurobond between Monday and Wednesday of this week.

The offering is expected to be of benchmark size, meaning it would raise $500 million or more.