CMN Resolution No. 4751 - Provides for the early redemption of infrastructure debentures referred to in Article 2 of Law No. 12,431, of June 24, 2011

The Central Bank of Brazil, in the form of Article 9 of Law No. 4,595, of December 31, 1964, makes public that the National Monetary Council, in a session held on September 26, 2019, in view of the provisions of Article 4, item VI, of Law No. 4,595, of 1964, and Articles 1, § 1, item II, and 2 of Law No. 12,431, of June 24, 2011, R E S O L V E S :
Art. 1 For the purposes of the provisions of Article 1, § 1, item II, of Law No. 12,431, of June 24, 2011, the early redemption of the debentures provided for in the caput and in § 1-A of Article 2 of the aforementioned Law may occur, at the exclusive discretion of the issuer, provided that the following requirements are cumulatively met:
I - weighted average term of payments elapsed between the issue date and the redemption date of the debentures greater than four years; II - express provision in the Deed of Issue and, if applicable, in the Certificate regarding the possibility of early redemption of the debentures and the criteria for determining the amounts to be paid to debenture holders due to said redemption; III - prepayment rate less than or equal to the sum of the rate of the federal public bond remunerated by the same index as the debenture with the duration closest to the debenture's duration on the early redemption date, with the spread over the federal public bond remunerated by the same index as the debenture with the duration closest to the bond's duration on the issue date; and IV - provision in the Deed of Issue for possible early redemption dates with intervals of not less than six months between them and the calculation formula to be used at the time of redemption. § 1 The requirements contained in items III and IV of the caput may be disregarded provided that debenture holders representing at least 75% (seventy-five percent) of the outstanding debentures approve the redemption, by means of a resolution at a debenture holders' meeting or by adhering to the purchase offer made by the issuing company, observing the rules issued by the Securities and Exchange Commission. § 2 It is understood as:
I - duration and weighted average term: the average term of payment flows, weighted by the present value of these flows, as described in Resolution No. 3,947 of January 27, 2011; II - outstanding debentures: all debentures of the series subject to early redemption, except those held by the controlling shareholder, by persons linked to him, by administrators of the target company, and those in treasury; and III - prepayment rate: the rate to be applied to the remaining payment flow of the bond to define the value used in the early redemption. Art. 2 Early redemption must be carried out through total early redemption of debentures of the same series; partial early redemption is not permitted. Art. 3 The provisions of this Resolution apply only to debentures issued after the publication of this Resolution. Art. 4 This Resolution enters into force on the date of its publication. Roberto de Oliveira Campos Neto President of the Central Bank of Brazil