Circular Letter CVM/SRE 02/24

SECURITY AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br Circular Letter No. 2/2024/CVM/SRE Rio de Janeiro, April 12, 2024. Subject: Guidelines on procedures to be observed by coordinators in automatic registration requests for public distribution offers of securities - CVM Resolution No. 160/2022: Public distribution offers of senior class series of Receivables Certificates.

Dear Director,

1. This Circular Letter complements the previous Circular Letters No. 3/2022-CVM/SRE (Circular Letter CVM/SRE 03/22), No. 1/2023-CVM/SRE (Circular Letter CVM/SRE 01/23), No. 2/2023-CVM/SRE (Circular Letter CVM/SRE 02/23), No. 3/2023-CVM-SRE (Circular Letter CVM/SRE 03/23), No. 7/2023/CVM/SRE (Circular Letter CVM/SRE 07/23), No. 8/2023/CVM/SRE (Circular Letter CVM/SRE 08/23) and No. 9/2023/CVM/SRE (Circular Letter CVM/SRE 09/23), No. 10/2023/CVM/SRE (Circular Letter CVM/SRE/10/23) and No. 1/2024/CVM/SRE (Circular Letter CVM/SRE/01/24), and should be read together with those documents, for the purpose of clarifications regarding the registration of public distribution offers of securities that follow the automatic registration procedure, provided for in art. 26 of CVM Resolution No. 160/22 (“RCVM 160” or "CVM Resolution 160"), carried out through the SRE System.

2. In particular, this Circular Letter contains guidelines regarding the practices to be adopted in offers of Receivables Certificates when there is the issuance of more than one series of senior class.

Public distribution offers of senior class series of Receivables Certificates

I. Differences between senior class series and series reopening

3. In accordance with § 2 of art. 41 of CVM Resolution No. 60/21, "The senior class cannot be divided into sub-classes, its division into series being admitted exclusively for the purpose of establishing, for each series, differentiated remuneration and distinct amortization deadlines."

4. In this sense, we understand that distinct series of senior class of the same issuance must differ by remuneration and/or contain distinct amortization deadlines. If this minimum differentiation required by regulation does not exist, it is the same series, meaning that a subsequent offer must be treated as a series reopening, and not as a new series, and in this sense, must observe the recommendations contained in item III of Circular Letter No. 10/2023/CVM/SRE.

II. Offer schedule and correct treatment in the registration request

5. If the offeror's intention is to carry out subsequent offers of a certain senior class series of the same issuance of Receivables Certificates, with different start dates, closing dates and settlement dates, each offer must be treated separately (distinct offers of series reopening), each with its own registration request.

6. It is worth mentioning that, regarding a certain senior class series of Receivables Certificates of the same issuance, it is the same security, meaning that offers could not be carried out simultaneously; the current offer must be closed so that the next one can begin.

7. Furthermore, if the offeror's intention is to carry out offers of different senior class series of the same issuance (observing the provision in item I above), with different offer start, closing and settlement dates, treated under a single registration request, it is necessary to clarify that the maximum period of 180 days during which the offer must be carried out, in accordance with art. 48 of CVM Resolution 160/22[1], will begin upon the publication of the Distribution Start Announcement, even if only the first of the series to be offered has actually had its placement started, so that the remaining series will have their placement periods all tied to the publication of the start of the first series' offer, thus limiting the effective placement period of all series.

8. It is important to note that each registration request corresponds to a single offer of securities, which may consist of one or more series, and the milestones of the start and closing of the offer apply to the offer as a whole and are valid for each of the offered series; a single registration request cannot have different start and closing dates for the series.

9. In this sense, we reiterate the recommendation already expressed through Circular Letter No. 7/2023/CVM/SRE, in the following terms:
   "Offers of securities with series that present distinct schedules

10. In certain offers, notably securitization products, it is common for issuances to be divided into series with the characteristic that their distribution occurs successively over a certain period of time.

11. In this sense, we highlight the regulatory provision contained in art. 48 of RCVM 160 that states 'The subscription or acquisition of the securities subject to the distribution offer must be carried out within a maximum period of 180 (one hundred and eighty) days, counted from the date of publication of the start of distribution announcement.'

12. Thus, exclusively in cases where the offer schedule is incompatible with the aforementioned provision, i.e., the distribution of any of the series is scheduled for a period exceeding the 180-day deadline after the announcement of the start, we recommend that the offer be segregated into distinct Electronic Requests for the purpose of presentation in the SRE System, separating the series so that the schedule of the issuance as a whole complies with what RCVM 160 provides.

13. In other cases, i.e., when the entire distribution occurs within the 180 days, the Electronic Request will be unique and the schedule will detail the distribution stages by series, as is usually already done by the market.'

14. Therefore, if the offeror's intention is to carry out the offers of these different series at distinct moments, if these offers are to be implemented in a period exceeding 180 days, distinct requests must be used, each encompassing the series that can be placed in a maximum of 180 days.

15. Notwithstanding, if the offeror's intention is indeed to distribute different senior class series of the same issuance through a single offer, with the placement effort happening simultaneously for all securities, the same registration request should be used to handle this offer.

16. We emphasize that the above does not limit the placement of subordinated class Receivables Certificates simultaneously with senior class certificates, including that both must be treated under the same registration request when related to the same public distribution offer.

Support Contact

13. We reiterate the guidance that inquiries regarding the SRE - Offer Registration System should be directed exclusively to the email suporte-sistemasre@cvm.gov.br. Only electronic messages directed to this address will be answered, and it is not necessary to send a copy to any other address.

Sincerely,

LUIS MIGUEL R. SONO
Superintendent of Securities Registration

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[1] Art. 48. The subscription or acquisition of the securities subject to the distribution offer must be carried out within a maximum period of 180 (one hundred and eighty) days, counted from the date of publication of the start of distribution announcement.

Document electronically signed by Luis Miguel Jacinto Mateus Rodrigues Sono, Superintendent of Registration, on 04/12/2024, at 11:59, based on art. 6 of Decree No. 8.539, of October 8, 2015.
The authenticity of the document can be verified on the site https://super.cvm.gov.br/conferir_autenticidade, by informing the verification code 2013310 and the CRC code 0C38B6EF.
This document's authenticity can be verified by accessing https://super.cvm.gov.br/conferir_autenticidade, and typing the "Verification Code" 2013310 and the "CRC Code" 0C38B6EF.
Reference: Process No. SRE Circular Letters 2024 SEI Document No. 2013310