Circular Letter CVM/SSE 02/23

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146- 2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br Circular Letter No. 2/2023/CVM/SSE Rio de Janeiro, January 11, 2023. To Securitization Companies Subject: System for submitting information regarding offerings by securitization companies (CVM Resolution 60 and CVM Resolution 160) and other clarifications regarding securitization operations (Law 14.430).

Dear Sir/Madam,

1. This Circular Letter complements Circular Letter No. 1/2022-CVM/SSE, dated June 21, 2022, and addresses the disclosure of the Offering Memorandum as provided for in Article 23 of CVM Resolution No. 160, dated July 13, 2022 (“CVM Resolution 160”). Furthermore, it provides other clarifications regarding the possibility of including new classes and series of the same issuance (Law 14.430/2022).

I - System for submitting information regarding the Offering Memorandum

2. As clarified through Circular Letter No. 1/2022-CVM/SSE, under the terms of CVM Resolution No. 60, dated December 23, 2021 (“CVM Resolution 60”), a securitization company that acts in the issuance of securitization titles, with or without the establishment of a fiduciary regime over the collateral, must be registered in categories S1 or S2. The periodic and occasional information regarding the company itself and its issuances must be submitted exclusively through the Fundos.NET system.

3. The possibility of dual registration was also mentioned, considering the concurrent registration as an issuer under CVM Resolution No. 80 (“CVM Resolution 80”) – categories A or B – which may be evaluated by the securitization company in cases where there is an intention to carry out issuances that are not characterized as securitization operations, such as: shares, debentures, or other debt titles to finance their own operations, without linkage to the collateral of securitization operations.

Circular Letter 2 (1684101) SEI 19957.009383/2021-43 / pg. 1

4. In light of the improvements brought by CVM Resolution 160, including the creation of offering memoranda and the possibility of issuing debt titles by unregistered issuers, we deem it appropriate to provide additional clarifications regarding the submission of information concerning offerings.

5. Therefore, regarding public offerings of securitization titles (CRI, CRA, Receivables Certificates, Securitization Debentures, and others) issued by securitization companies registered in categories S1 or S2, the Securitization Offering Memoranda must be disclosed through the Fundos.NET system for each specific issuance.

6. We emphasize that, unlike the regime of CVM Instruction No. 476, CVM Resolution 160 does not permit the offering of securitization titles by unregistered issuers, such as securitization debentures or others. Thus, securitization companies that publicly offer securitization titles must necessarily obtain registration in categories S1 or S2.

7. In the event that a securitization company, registered in categories S1 or S2 and without issuer registration under CVM Resolution 80, issues debt titles with automatic registration of the offering under the terms of Article 26, item X of CVM Resolution 160 (issuance of own debt by a securitization company not registered under CVM Resolution 80), the Offering Memorandum is not required, since the target audience must be composed exclusively of professional investors, and the automatic registration requirements contained in Article 27, item I, letters a and b of CVM Resolution 160 must be observed.

Art. 27. The following documents and conditions are required for the request and granting of the registration of the public distribution offering that follows the automatic procedure:

I – if the target audience of the offering is composed exclusively of professional investors:
a) payment of the supervision fee, in accordance with the law governing the supervision fee for securities and capital markets; b) electronic form of the offering request completed through a registration system available on the CVM website on the worldwide computer network; and [....]

II) Possibility of including new classes and series of the same issuance

8. The SSE has received inquiries regarding the possibility of including new classes and series of the same issuance, in light of the provisions of Article 22, item X of Law 14.430/2022:

Art. 22. The Receivables Certificates included in each issuance of the securitization company shall be formalized through a securitization term, which shall contain the following information:

X - indication of the issuance number and the eventual division of the Receivables Certificates included in the same issuance into different classes or series, including the possibility of subsequent amendments to include new classes and series and requirements for collateral complementation, when applicable (emphasis added).

9. Regarding this matter, we understand that CVM Resolution 60 does not regulate all

Circular Letter 2 (1684101) SEI 19957.009383/2021-43 / pg. 2

scenarios for the issuance of a series, as it was issued prior to Law 14.430/2022.

10. One scenario regulated in CVM Resolution 60 is that provided for in its Article 35, § 4º, which allows for the issuance of a new series of securitization titles of the same issuance in the event of a resource insufficiency scenario:

Art. 35 § 4º In the event that additional resources are necessary to implement measures required so that investors are remunerated and the segregated estate does not have sufficient cash resources to adopt them, there may be, if provided for in the issuance instrument or after deliberation by the special assembly of investors, the issuance of a new series of securitization titles of the same issuance, with the specific purpose of raising the resources necessary for the execution of the required measures (emphasis added).

11. Although Article 35, § 4º of CVM Resolution 60 specifically addresses the scenario involving resource insufficiency, we see no obstacle to other arrangements with series existing, provided that such procedure is provided for in the issuance instrument or is deliberated by the special assembly of investors.

Sincerely,

Document electronically signed by Nathalie de Andrade Araujo Matoso Vidual, Substitute Superintendent, on 01/11/2023, at 13:21, based on Art. 6 of Decree No. 8.539, dated October 8, 2015.
The authenticity of the document can be verified on the site https://super.cvm.gov.br/conferir_autenticidade, providing the verification code 1684101 and the CRC Code 3E9BBB5B.
This document's authenticity can be verified by accessing https://super.cvm.gov.br/conferir_autenticidade, and typing the "Verification Code" 1684101 and the "CRC Code" 3E9BBB5B.
Reference: Process No. 19957.009383/2021-43 SEI Document No. 1684101 Circular Letter 2 (1684101) SEI 19957.009383/2021-43 / pg. 3