Rule · CVM · 1 Aug 2018
Agribusiness credit rights securitization companies must allocate CRA backing funds to rural producers, prove this via contracts verified semi-annually, and deposit funds in segregated fiduciary accounts. They must register public offers with the CVM, ensuring no single debtor exceeds 20% of issuance unless financial statements are filed annually within three months of year-end. Senior certificates cannot be subdivided, and the securitization term must detail charges, subordination indices, and service provider remuneration.
COMISSÃO DE VALORES MOBILIÁRIOS
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 CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018, WITH AMENDMENTS INTRODUCED BY CVM INSTRUCTION NO. 603/18. Provides for the regime of Agribusiness Receivables Certificates subject to public distribution offers, and amends provisions of CVM Instruction No. 400, of December 29, 2003, CVM Instruction No. 414, of December 30, 2004, CVM Instruction No. 476, of January 16, 2009, CVM Instruction No. 480, of December 7, 2009, and CVM Instruction No. 583, of December 20, 2016. THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM hereby makes public that the Collegiate Body, at a meeting held on July 4, 2018, in view of the provisions of Law No. 11,076, of December 30, 2004, Law No. 9,514, of November 20, 1997, and arts. 2, IX, 8, I, 19, § 5, 20, 21 and 22 of Law No. 6,385, of December 7, 1976, APPROVED the following Instruction:
CHAPTER I – SCOPE AND PURPOSE
Art. 1. This Instruction provides for the regime of Agribusiness Receivables Certificates (“CRA” or “certificate”) subject to public distribution offers.
CHAPTER II – GENERAL CHARACTERISTICS
Section I – Definition, Backing and Allocation of Funds
Art. 2. The CRA is a nominative, book-entry, freely negotiable credit security representing a promise of payment in cash, its issuance being exclusive to agribusiness credit rights securitization companies (“securitizer” or “issuer”). Art. 3. The CRA must be linked to credit rights originating from businesses carried out between rural producers, or their cooperatives, and third parties, including financing or loans, related to the production, commercialization, processing or industrialization of:
I – agricultural products;
COMISSÃO DE VALORES MOBILIÁRIOS
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 CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018 II – agricultural inputs; or III – machinery and implements used in agricultural activity. § 1. For the purposes of commercialization of agricultural products referred to in item I of the caput, this means the activity of buying, selling, exporting, intermediating, storing and transporting in natura products. § 2. The in natura agricultural product referred to in § 1 is one in its natural state, of animal or vegetable origin, which does not undergo processing or industrialization, except if:
I – the processing is characterized as the first modification or preparation of the product, by the rural producer himself, without removing its original characteristic, such as, for example, the processes of washing, cleaning, ginning, hulling, peeling, threshing, drying, pounding and logging; or II – the industrialization is considered rudimentary, that is, characterized by the transformation of the product by the rural producer, with the alteration of the original characteristics, such as pasteurization, cooling, fermentation, packaging, charcoal production, cooking, distillation, milling, roasting, crystallization or smelting, among others. § 3. For the purpose of the provisions of § 1, by-products or residues that, through the processing or rudimentary industrialization referred to in § 2, emerge in a new form, such as husk, bran, straw, hair and seed, among others, are equated to the in natura agricultural product. § 4. The agribusiness credit rights referred to in the caput must be constituted by:
I – credit rights that have as original debtors or creditors natural or legal persons characterized as rural producers or their cooperatives, regardless of the allocation of funds to be given by the debtor or the assignor; II – debt securities issued by the third parties referred to in the caput, linked to an existing commercial relationship between the third party and rural producers or their cooperatives; or
COMISSÃO DE VALORES MOBILIÁRIOS
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 CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018 III – debt securities issued by rural producers, or their cooperatives. § 5. Credit rights from businesses carried out between distributors and third parties are also accepted as CRA backing, provided they are explicitly linked, through contractual instruments or credit securities, to sales from the distributor to rural producers, with the securitization company being responsible for proving them prior to the CRA issuance. § 6. The credit rights referred to in § 4 may be subscribed directly by the securitization company, without the need for assignment by third parties. § 7. The funds received by third parties from the issuance of debt used as CRA backing must be allocated to rural producers, for the purpose of proving the link referred to in the caput and in § 4, item II. § 8. The allocation of funds referred to in § 7 must be proven by means of a contract or other valid document between the third party and the rural producer, in amounts and terms compatible with those of the certificate issuance, and verified semi-annually by the fiduciary agent. § 9. In the case of debt securities issued by the rural producer, under the terms of item III of § 4, the funds raised in the issuance must be specifically allocated to the activities of production, commercialization, processing and industrialization comprised in the caput and items of art. 3. Art. 4. Funds raised in CRA offers, forming part of the segregated patrimony, cannot be used for operations involving derivative financial instruments, unless such operations are carried out exclusively for the purpose of patrimonial protection. Sole Paragraph. In case of constitution of segregated patrimony, the derivatives used for the purpose of the protection referred to in the caput must have the same fiduciary regime as the credit rights that back the CRA and be registered in a specific account, opened directly in the name of the segregated patrimony. Art. 5. Funds originating from the receipts of agribusiness credit rights that back the CRA must be deposited directly into an account owned by the securitizer, opened exclusively for the issuance, and which must be subject to the fiduciary regime, when applicable.
COMISSÃO DE VALORES MOBILIÁRIOS
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 CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018 § 1. Exceptionally, funds originating from the receipts of credit rights may be received directly into an escrow account, for subsequent transfer to the account owned by the securitizer, under the terms of the caput, after compliance with specified requirements verified by the securitization company or the fiduciary agent. § 2. The escrow account referred to in § 1 is one established by the assignor and the securitization company with financial institutions, under contract, intended to receive deposits to be made by the debtor and held in custody there until their release. § 3. Payments of defaulted credits subject to judicial or extrajudicial collection must be received by the securitization company in accordance with the provisions of this article. Art. 6. The denomination of the certificate must include the issuance number, followed by the issuer's name and:
I – the identification of the debtor, in case the CRA is linked to a single debtor or debtors under common control; II – if item I is not observed, the identification of the assignor, when, cumulatively:
a) the CRA is linked to credit rights owned by a single assignor or assignors under common control; and b) there is risk retention; or III – the expression “diversified”, in other cases.
Section II – Revolvency
Art. 7. Revolvency is permitted in situations where the planting, development, harvesting and commercialization cycle of the agricultural products and inputs linked to the CRA does not allow, at its issuance, for credit rights with terms compatible with the certificate's maturity to be linked.
COMISSÃO DE VALORES MOBILIÁRIOS
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 CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018 § 1. For the purposes of this Instruction, revolvency is considered to be the acquisition of new agribusiness credit rights using funds from the payment of the original credit rights linked to the issuance. § 2. The securitization term must establish a maximum period between the effective receipt of funds and the new acquisition of credit rights by the securitization company, under the terms of § 1. § 3. The new credit rights acquired as provided in § 1 must meet the eligibility criteria previously established in the securitization term. § 4. The total amount of credit rights linked to the CRA must be compatible with the payment of remuneration and amortization provided for the issuance. § 5. The funds referred to in § 1, while not used for the acquisition of new credit rights, may only be used for investment in federal public securities, repurchase agreements backed by federal public securities or in quotas of investment funds classified in the categories “Fixed Income – Short Term” or “Fixed Income – Simple”, under the terms of specific regulation. § 6. The portion of funds originating from the payment of the respective agribusiness credit rights not used, within the maximum period referred to in § 2 of this article, for the acquisition of new agribusiness credit rights, must be immediately used for the amortization or redemption of the CRA. § 7. The fiduciary agent must verify the adequate compliance, by the issuer, with the eligibility criteria established in the securitization term, as provided in § 3. § 8. The securitization term must indicate the procedures to be adopted by the fiduciary agent in case of non-compliance with the obligation provided in § 6. § 9. The securitization company must amend the securitization term to link the new agribusiness credit rights acquired to the issuance, within 45 (forty-five) days from the date of acquisition of the rights.
COMISSÃO DE VALORES MOBILIÁRIOS
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 CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018
Section III – CRA Classes
Art. 8. Certificates must be offered in a single class or divided into senior and subordinated classes, being:
I – the senior class certificate that is not subordinated to other classes for the purpose of amortization and redemption; and II – the subordinated class certificate that is subordinated to the senior class for the purpose of amortization and redemption. § 1. The subordinated class CRA may be divided into subclasses, with different levels of subordination among themselves, the subclass denominated “junior subordinated” being that which is subordinated to the other subclasses, denominated “mezzanine subordinated”. § 2. Senior class certificates cannot be divided into other subclasses, admitting division into series exclusively for the purpose of establishing, for each series, differentiated remuneration and distinct amortization periods. § 3. Each issuance corresponds to a distinct securitization term, and distinct series of the same issuance must be linked to the same securitization term. § 4. Under the terms of § 3, each issuance must be numbered sequentially, as must each series of the same issuance. § 5. CRA of the same series must contain the same characteristics and confer equal rights and obligations to their holders, as provided in the securitization term. § 6. The securitization term must provide that, in the event of CRA liquidation, holders of senior certificates have the right to share the backing in proportion to the amounts provided for amortization or redemption of the respective series and within the limit of these same amounts, on the liquidation date, any type of preference, priority or subordination among these holders being prohibited.
COMISSÃO DE VALORES MOBILIÁRIOS
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 CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018
Section IV – Securitization Term
Art. 9. The securitization term must contain the following minimum information:
I – characteristics of the credit rights subject to the backing, including:
a) the identification of the debtor; b) the nominal value; and c) the maturity; II – identification of the issued securities; III – indication and description of other guarantees for redemption of the issued series securities, offered by the securitization structure, such as the existence and operating mechanisms of overcollateralization or co-obligation, among others, when constituted; IV – possibility and conditions for the substitution of agribusiness credit rights that serve as backing for the CRA, observing the provisions of the sole paragraph; V – declaration, by the securitization company, of the institution of the fiduciary regime over the backing, if applicable; VI – objective eligibility criteria for the selection of new agribusiness credit rights to be acquired by the securitization company and deadline for their respective acquisition, observing the provisions of art. 7; VII – characteristics of the classes and series linked to it and the respective political and economic rights inherent to each class and series of certificate, including information on subordination and payment order among mezzanine subordinated classes; VIII – derivatives utilization policy, when applicable;
COMISSÃO DE VALORES MOBILIÁRIOS
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 CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018 IX – identification of contracted institutions, including, as the case may be, the custodian, the risk rating agency, the independent auditor, the bookkeeper, the fiduciary agent and other service providers, accompanied by a brief description of their respective functions; X – remuneration of the issuer and the service providers referred to in item IX, in detail, with the indication of the respective values and update criteria, including, furthermore, the annual percentage that each expense represents of the total issuance; XI – if any, the minimum ratio between subordination and the global value of the certificates at the time of issuance (“subordination index”), the periodicity for calculating and disclosing this ratio to investors; XII – the applicable procedures for recomposing the subordination index, when applicable; XIII – the events of early liquidation of the certificate and, in case of a decision by the assembly not to liquidate, any situations that lead to the redemption of senior certificates to dissenting investors who request it; XIV – competencies of the general assembly of holders, criteria and requirements for its convocation and deliberation, respecting the provisions of this Instruction; XV – indication of possible conflicts of interest existing at the time of certificate issuance; XVI – rules for the replacement of contracted service providers; XVII – hypotheses of extraordinary administration of the segregated patrimony; and XVIII – objective description of the link between the third party referred to in art. 3, § 4, item II, and the rural producer, if the backing falls under the referred provision; and XIX – any provisions or reserve funds that ensure the necessary financial availability for the exercise of judicial or extrajudicial collection of defaulted credits.
COMISSÃO DE VALORES MOBILIÁRIOS
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 CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018 Sole Paragraph. The substitution referred to in item IV of the caput may only occur in cases of:
I – defects in the assignment that may affect the collection of credit rights, including, for example, failures in the formalization of these rights; II – maintenance of the level of risk retention assumed by the assignor or third parties in the respective issuance; or III – maintenance of the concentration ceiling for the assignor or debtor.
Section V – Charges
Art. 10. The securitization term must provide for the charges specific to the segregated patrimony, including, among others:
I – issuer's administration fee;
II – federal, state, municipal or autonomous agency taxes, duties or contributions that fall on the assets, rights and obligations of the patrimony; III – registration of documents in a notary's office, printing, dispatch and publication of reports and periodic information provided for in this Instruction and in specific regulation; IV – dispatch of correspondence of interest to holders; V – fees of the service providers referred to in art. 14, except for the issuer, which is remunerated under the terms of item I; VI – portion of losses not covered by insurance policies and not resulting from fault or fraud of the service providers in the exercise of their functions; VII – insurance premiums or derivative costs;
COMISSÃO DE VALORES MOBILIÁRIOS
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 CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018 VIII – costs inherent to the liquidation of the certificate; IX – costs inherent to holding a general assembly of holders; X – settlement, registration, negotiation and custody of asset operations; XI – contribution due to the entities administering the organized market in which the certificates are admitted for negotiation; XII – expenses with registration for negotiation in organized markets; XIII – lawyers' fees, court costs and related expenses incurred in defense of the interests of the certificate holders, in or out of court, including amounts due by virtue of a decision; XIV – remuneration of the risk rating agency; and XV – remuneration of the collection agent for the credit rights linked to the CRA. Sole Paragraph. Any expenses not provided for in the securitization term must be imputed to the securitization company, within its competencies, unless:
I – they concern unforeseen charges that are, in the opinion of the securitization company, specific to the segregated patrimony and necessary for its good administration; and II – there is subsequent ratification in a deliberation of the holders' assembly.
CHAPTER III – PUBLIC DISTRIBUTION OFFER
Section I – Offer Registration
Art. 11. The public distribution offer of CRA depends on prior registration with the CVM, except in cases of registration exemption provided for in specific regulation, and must be carried out by institutions
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018
intermediaries that are part of the securities distribution system, respecting, furthermore, the provisions of this Chapter.
§ 1st The application for registration of a public distribution offer must be accompanied by the following documents and information, in addition to those required under specific regulation:
I – information on the characteristics of the certificate, in accordance with Annex 11-I; II – copy of the securitization deed; and III – declaration by the securitizing company, the trustee, and, if applicable, the lead institution of the public distribution offer, attesting to the truthfulness, consistency, correctness, and sufficiency of the information provided by the offeror in the prospectus and in the securitization deed.
§ 2nd Except when distributed exclusively to professional investors, the certificates subject to public offer registration must, cumulatively:
I – have the fiduciary regime established over the collateral and the constitution of a separate estate; II – be constituted by credit rights whose settlement occurs exclusively in financial form; and III – have debtors or co-obligors who possess, directly or indirectly, a maximum exposure equivalent to the aggregated value due of 20% (twenty percent) of the total issued, unless the debtor or co-obligor is:
a) a publicly held company; b) a financial institution or equivalent; or c) an entity whose financial statements relating to the social year immediately preceding the date of issuance of the CRA were prepared in accordance with the provisions of Law No. 6,404, of December 15, 1976, and audited by an independent auditor registered with the CVM.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018
§ 3rd In the case of item III, letter “c” of § 2nd, the financial statements of the debtor or co-obligor, and the respective report of the independent auditor, must be filed with the CVM by the securitizing company, and must be updated annually:
I – until the maturity date of the CRAs; or
II – until the year in which the credits owed by the debtor or co-obligor cease to represent more than 20% (twenty percent) of the issuance collateral.
§ 4th The filing with the CVM of the financial statements and the independent auditor’s report referred to in item III, letter “c” of § 2nd, must occur within a maximum period of 3 (three) months after the end of the social year, or on the same day they are made available to the partners, if this occurs on an earlier date.
§ 5th For the purposes of item III of § 2nd, the controlling shareholder, the companies directly or indirectly controlled by them, their affiliates, and companies under common control are considered equivalent to the debtor or co-obligor.
§ 6th If the issuance is classified by a risk rating agency, this agency must be registered with the CVM to exercise the function, and the registration of the offer will only be granted after the issuance of the definitive report on the risk rating of the issuance.
§ 7th Certificates that do not meet the provisions of the items of § 2nd of this article, on the date of distribution, may only be acquired in organized securities markets by professional investors.
Section II – Offers to Non-Qualified Investors
Art. 12. CRAs offered to investors who are not considered qualified under specific regulation must cumulatively:
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018
I – have substantial retention of risks and benefits by the transferor or third parties, as defined in the accounting standards issued by the CVM for publicly held companies, unless the CRA is linked to debt owed by a single debtor or debtors under common control; II – be constituted by credits considered as performed at the time of assignment or subscription by the securitizing company; III – have debtors or co-obligors with a maximum exposure of 20% (twenty percent) of the total issued, unless the debtor or co-obligor is:
a) a publicly held company; or b) a financial institution or equivalent; and IV – be constituted by credit rights assigned by a single transferor or transferors under common control.
§ 1st The risk retention referred to in item I may occur, among other means, through the issuance, for the transferor or third parties, of subordinate class certificates, or through the assumption of co-obligation or the contracting of insurance.
§ 2nd By performed credits referred to in item II, those are understood where the product object of the purchase or sale has already been delivered or where the service provision has already occurred.
§ 3rd Debt titles linked to the issuance are considered equivalent to performed credits, provided that the payments due are not conditioned on any future event.
§ 4th For the purposes of item III, the controlling shareholder, the companies directly or indirectly controlled by them, their affiliates, and companies under common control are considered equivalent to the debtor or co-obligor.
§ 5th Only certificates that meet the provisions of this article, on the date of registration of the offer, may be acquired in organized securities markets by investors considered non-qualified.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018
§ 6th It is incumbent upon intermediaries to ensure compliance with § 5th regarding their clients.
§ 7th In cases where the risk retention obligation is fulfilled through co-obligation by the transferor, in accordance with item I, the exposure limit per co-obligor of 20% (twenty percent) provided for in item III does not apply with respect to the transferor that falls under letter c, item III, § 2nd of art. 11.
Section III – Public Offers Conducted by Securitizing Companies
Art. 13. The participation of an intermediary institution in public distribution offers of CRAs that do not exceed the amount of R$ 100,000,000.00 (one hundred million reais) will be waived, provided that, cumulatively:
I – the distribution is carried out by the securitizing company itself, which is the issuer of the CRA; and II – the securitizing company observes the following specific CVM norms:
a) client registration, conduct, and payment and receipt of values norms applicable to the intermediation of operations carried out with securities in regulated securities markets; b) norms that provide for the duty to verify the adequacy of products, services, and operations to the client profile; and c) norms that provide for the identification, registration, recording, operations, communication, limits, and administrative liability regarding the crimes of “money laundering” or concealment of assets, rights, and values; and III – the securitizing company has a director responsible for compliance with the norms referred to in item II and, in general, for the distribution activity.
Sole paragraph. If it is not an institution authorized to operate by the Central Bank of Brazil, the securitizing company cannot hire an autonomous investment agent to distribute the CRAs subject to public offers.
CHAPTER IV – SERVICE PROVIDERS
Section I – Hiring
Art. 14. The securitizing company must hire, at the expense of each issuance, the following service providers:
I – custodian, except when the assets serving as collateral are registered in a market administrator entity, or a credit registrar authorized by the Central Bank of Brazil; II – registrar; III – independent auditor; and IV – trustee.
Sole paragraph. The service providers referred to in items I to III of the caput must be registered with the CVM to exercise each listed activity.
Section II – Responsibilities and Obligations
Art. 15. The custodian is responsible for the safekeeping of the documents evidencing the credit rights of agribusiness linked to the issuance.
§ 1st The custodian may hire a service provider to act as depositary of the physical documents that make up the collateral of the issuances without exempting itself from its responsibility for the safekeeping of these documents.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018
§ 2nd The custodian must have adequate and verifiable written rules and procedures to ensure control and proper movement of the documentary evidence of credit rights.
§ 3rd The documents referred to in the caput are those that the issuer and the custodian deem necessary for them to fully exercise the prerogatives arising from the ownership of the credits, being capable of proving the origin and existence of the credit and the corresponding operation that collateralizes it.
Art. 16. The securitizing company is responsible for the monitoring, control, and processing of assets and commitments linked to the issuance, as well as for the collection of credit rights.
§ 1st The securitizing company may subcontract service providers for the activities described in the caput without exempting itself from its responsibilities.
§ 2nd The issuer’s obligations include:
I – to ensure that the following are kept updated and in perfect order:
a) investor records and certificate transfers; b) attendance controls and minutes of meetings of certificate holders; c) reports of independent auditors on financial statements; d) accounting records related to operations carried out and linked to the issuance; and e) copy of documentation related to operations linked to the issuance; II – pay any punitive fines imposed by the CVM, in accordance with current legislation, due to delays in complying with the deadlines set forth in this Instruction; III – ensure that the rights inherent to the issuance are defended;
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018
IV – keep the credit rights and other assets linked to the issuance deposited in a custody entity authorized to exercise the activity by the CVM; V – prepare and disclose the information provided for in specific regulation; VI – comply with the resolutions of the general meeting; VII – supervise the services provided by contracted third parties; VIII – observe the rotation rule for independent auditors of the securitizing company and of each separate estate, as provided in specific regulation; and IX – comply and enforce all provisions of the securitization deed.
§ 3rd The securitizing company must exercise its activities with good faith, transparency, diligence, and loyalty towards certificate holders.
§ 4th The securitizing company, within the scope of its duty of diligence, must ensure the adequate integrity and existence of the credits linked to its issuances, so that it can, in particular, provide the custodian with the documents required in art. 15.
§ 5th The issuer’s responsibility for the collection of credit rights, as provided in the caput, includes the judicial or extrajudicial collection of defaulted credits and the adoption of necessary procedures for the execution of involved guarantees.
Section III – Prohibitions
Art. 17. It is prohibited for the securitizing company:
I – to acquire credit rights or subscribe to debt titles from related parties with the purpose of collateralizing its issuances, except:
I – to acquire credit rights or subscribe to debt titles originated or issued, directly or indirectly, by related parties with the purpose of collateralizing its issuances, except:
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018
Item I with wording given by CVM Instruction No. 603, of October 31, 2018. a) in the case of offers intended exclusively for companies that are part of its economic group; or b) when the related parties are financial institutions and the assignment observes the regulations issued by the National Monetary Council and the Central Bank of Brazil; II – provide guarantees using assets or rights linked to the issuances; III – receive resources from assets linked in an account not linked to the issuance; IV – advance future income to certificate holders; V – invest abroad the resources raised with the issuance; VI – receive the resources from the issuance of certificates on credit; and VII – act as the service provider referred to in art. 15, § 1st.
Art. 18. It is prohibited for the trustee or related parties to act as custodian or provide any other services for the issuance, including those set forth in the caput of art. 16, their participation being limited to activities directly related to their function.
Art. 19. It is prohibited for the custodian and the trustee, as well as related parties, to assign or originate, directly or indirectly, credit rights for the certificates in which they act.
§ 1st The prohibition of the caput applies to the service providers referred to in art. 15, § 1st.
§ 2nd The prohibition set forth in the caput does not cover situations where the securitizing company acquires, for the purpose of collateralizing its issuances, securities subject to a public offer registered with the CVM, for which the custodian or related parties act as intermediaries.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018
Section IV – Extraordinary Administration of the Separate Estate
Art. 20. In cases of insufficiency of the assets comprising the separate estate, it is incumbent upon the trustee to convene a general meeting of holders to deliberate on the administration or liquidation of the separate estate.
Sole paragraph. In the case referred to in the caput, the general meeting may adopt any measure pertinent to the administration or liquidation of the separate estate, including:
I – contribution by investors;
II – payment in kind of the values comprising the separate estate; III – auction of the assets comprising the separate estate; or IV – transfer of the assets comprising it to another securitizing company or to the trustee.
Art. 21. In the event of insolvency of the securitizing company, the trustee must immediately assume administration of the separate estate and convene the general meeting of holders to deliberate on the form of administration or liquidation of the certificate.
CHAPTER V – GENERAL MEETING
Section I – Competence
Art. 22. It is exclusively within the competence of the general meeting of holders to deliberate on:
I – the financial statements of the separate estate presented by the securitizer, accompanied by the report of independent auditors, within 120 (one hundred and twenty) days after the end of the social year to which they refer; II – amendments to the securitization deed;
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018
III – alteration in the remuneration of service providers described in the securitization deed; IV – alterations in the guarantee structure for senior class certificates, such as subordination index or overcollateralization, if any; V – alteration of the quorum for installation and deliberation of the general meeting; and VI – alteration of the remuneration of senior class certificates.
Sole paragraph. The securitization deed may establish other matters within the competence of the meeting, in addition to those provided for in the caput.
Art. 23. The securitization deed may be amended independently of a general meeting, whenever such amendment:
I – results exclusively from the need to meet express requirements of the CVM, to comply with legal or regulatory norms, as well as from demands of market administrator entities or self-regulatory entities; II – results from the replacement or acquisition of new credit rights by the securitizing company; III – is necessary due to the update of registration data of the issuer or service providers; IV – involves a reduction in the remuneration of service providers described in the securitization deed; and V – results from the correction of a formal error and provided that the amendment does not result in any alteration in remuneration, payment flow, and guarantees of the CRAs.
Sole paragraph. The amendments referred to in the caput must be communicated to the holders, within a period of up to 7 (seven) days counted from the date they were implemented.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018
Section II – Convocation and Installation
Art. 24. Subject to the provisions of § 4th of art. 26, the general meeting must be convened in the manner stipulated in the securitization deed, with a minimum advance notice of 20 (twenty) days, and must contain a description of the matters to be discussed and voted on.
§ 1st Regardless of the convocation provided for in this article, the general meeting is considered regular if all holders attend.
§ 2nd The general meeting may be convened on its own initiative by the securitizing company, the trustee, or upon request of holders who own at least 5% (five percent) of the total issuance or relating to each class.
§ 3rd The convocation of the meeting by request of holders, as provided in § 2nd, must:
I – be addressed to the securitizing company or the trustee, which must, within a maximum period of 30 (thirty) days counted from receipt, carry out the convocation of the general meeting at the expense of the requesters; and II – contain any documents necessary for the exercise of voting rights by other holders.
§ 4th The issuer or the trustee must make available to holders all information and documents necessary for the exercise of voting rights, on the date of convocation of the meeting.
Art. 25. Only holders registered in the certificate records on the date of convocation of the meeting, their legal representatives or attorneys legally constituted for less than 1 (one) year, may vote in the general meeting.
Sole paragraph. Holders may vote through a formal, written, or electronic consultation process, provided it is stipulated in the securitization deed and observing the formalities provided for in arts. 24 to 27 of this Instruction.
SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Ed., S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018
Section III – Deliberation
Art. 26. The resolutions of the general meeting are taken by a majority of votes of the certificates present, with each certificate carrying 1 (one) vote, subject to the provisions of § 1. § 1. In the event of the existence of more than one class of certificates, the securitization deed may provide for special political rights and the exercise of the right to vote in the general meeting with respect to each class. § 2. The securitization deed must provide for the quorum for approval in the general meeting for each matter it specifies. § 3. The financial statements of the segregated assets that do not contain qualifications may be considered automatically approved if the corresponding meeting is not installed due to the non-attendance of any investors. § 4. The general meeting referred to in art. 20 must be summoned by notice published 3 (three) times, with a prior notice of 20 (twenty) days, in a widely circulated newspaper published in the locality where the issuance was made, and must be installed:
I – in first call, with the presence of holders representing at least two thirds of the value of the certificates; and II – in second call, with any number, with resolutions taken by an absolute majority of the value of the certificates being valid. Art. 27. The following may not vote in the general meetings nor be counted for the purpose of calculating the approval quorum:
I – the securitizing company, its partners, directors and employees and their respective related parties; II – the service providers of the issuance, their partners, directors and employees and their respective related parties; and III – any holder who has a conflicting interest with the interests of the segregated assets in the matter to be decided. Sole Paragraph. The prohibition provided for in this article does not apply when:
I – the only holders of the certificate are the persons mentioned in the caput; or II – there is express acquiescence of the majority of the other holders, manifested in the meeting itself, or in a power of attorney instrument that specifically refers to the meeting in which the voting permission will be granted.
CHAPTER VI – PENALTIES
Art. 28. A serious violation, for the purposes of the provisions of art. 11, § 3, of Law No. 6,385, of December 7, 1976, is the violation of arts. 3 to 5; 7; 8, § 2; 9, sole paragraph; 10 to 13; 16 to 20; 24 and 26 of this Instruction.
CHAPTER VII – FINAL AND TRANSITORY PROVISIONS
Art. 29. Item 5.4 is added to Annex III-A of CVM Instruction No. 400, of 2003, with the following wording:
“5.4 In the case of debtors or co-obligors responsible for more than 20% (twenty percent) of the credit rights, when the collateral of the CRA is a debt instrument whose funding will be made with resources originating from the issuance of the CRA, in addition to the information referred to in items 5.2 and 5.3, a report must be presented demonstrating the impacts on the financial indicators of the debtor or co-obligor related to the debt that will be issued to collateralize the certificate.” (NR) Art. 30. Art. 16-A is added to CVM Instruction No. 414, of 2003, with the following wording:
“Art. 16-A. It is prohibited for the securitizing company:
I – to acquire credit rights or subscribe to debt instruments of parties related to it with the purpose of collateralizing its issuances, except:
a) in the case of offers intended exclusively for companies that are part of its economic group; or b) when the related parties are financial institutions and the assignment observes the regulations issued by the National Monetary Council and the Central Bank of Brazil; II – to provide guarantees using the assets or rights linked to the issuances; III – to receive resources from assets linked in an account not linked to the issuance; IV – to advance future income to the certificate holders; V – to apply abroad the resources raised with the issuance; and VI – to receive the resources from the certificate issuances on credit.” (NR) Art. 31. Art. 9 of CVM Instruction No. 414, of 2003, shall enter into force with the following wording:
“Art. 9 The public distribution offer of CRI will be carried out in observance of the provisions of CVM Instruction No. 400, of December 29, 2003, with the participation of an intermediary institution being waived in public distribution offers of CRI for raising amounts not exceeding R$ 100,000,000.00 (one hundred million reais), provided that, cumulatively:
I – the distribution is carried out by the securitizing company itself, which is the issuer of the CRI; and II – the securitizing company observes the following specific CVM rules:
a) customer registration, conduct, and payment and receipt of values rules applicable to the intermediation of operations carried out with securities in regulated securities markets; b) rules that provide for the duty to verify the adequacy of products, services, and operations to the client profile; and c) rules that provide for the identification, registration, record, operations, communication, limits, and administrative responsibility regarding the crimes of “money laundering” or concealment of assets, rights, and values; and III – the securitizing company has a director responsible for compliance with the rules referred to in item II and, in general, for the distribution activity. Sole Paragraph. If it is not an institution authorized to operate by the Central Bank of Brazil, the securitizing company cannot hire an autonomous investment agent to distribute the CRIs subject to public offers.” (NR) Art. 32. Art. 15 of CVM Instruction No. 476, of 2009, shall enter into force with the following wording:
“Art. 15. ......
......
§ 1. The restriction on trading provided for in the caput will cease to be applicable if the issuer has or is to obtain the registration referred to in art. 21 of Law No. 6,385, of 1976, except in the cases provided for in §§ 3 to 6 and 8 of this article.
......
§ 8. Real estate receivables certificates and agribusiness receivables certificates offered under the terms of this Instruction may only be traded for investors who are not considered qualified if they meet the requirements established in specific regulations.” (NR) Art. 33. Arts. 25, 30, 31 and 32 of CVM Instruction No. 480, of 2009, shall enter into force with the following wording:
“Art. 25. ......
§ 1. ......
VIII – REVOKED
......” (NR)
“Art. 30. ......
......
§ 5. In the case of securitizing companies, items I to IV, X and XVI of the caput must also be observed for each issuance of agribusiness receivables certificate or real estate receivables certificate. § 6. In the event of hiring a risk rating agency for the certificates issued by securitizing companies, the report referred to in item XVI of the caput must be updated quarterly for each issuance, based on the closing of each civil quarter, and delivered to the CVM within 15 (fifteen) days of the closing of the reference quarter.” (NR)
“Art. 31. ......
......
§ 1. §§ 1 to 4 of art. 30 apply to this article.
§ 2. In the case of securitizing companies, items I to IV, VI and X of the caput must also be observed for each issuance of agribusiness receivables certificate or real estate receivables certificate. § 3. In the event of hiring a risk rating agency for the certificates issued by securitizing companies, the report referred to in item X of the caput must be updated quarterly for each issuance, based on the closing of each civil quarter, and delivered to the CVM within 15 (fifteen) days of the closing of the reference quarter.” (NR)
“Art. 32. ......
I – to issuers of shares that collateralize share deposit certificates – BDR, the provisions of Annex 32 - I II – to securitizing companies, with reference to their issuances of real estate receivables certificates, debentures or other securities whose payment of principal and interest arises from the financial flow resulting from the assignment of credit rights, the provisions of Annex 32 – II, when the segregated assets are constituted; and III – to securitizing companies, with reference to their issuances of agribusiness receivables certificates, the provisions of Annex 32 – III, when the segregated assets are constituted. Sole Paragraph. Securitizing companies must observe the obligation to send audited financial statements of debtors with exposure greater than 20% (twenty percent) of each issuance, in accordance with specific regulations on their issuances of real estate and agribusiness receivables certificates.” (NR) Art. 34. Art. 25-A is added to CVM Instruction No. 480, of 2009, with the following wording:
“Art. 25-A For the purposes of this Instruction, in the case of a securitizing company, each segregated asset is considered an entity that reports information for the purpose of preparing individual financial statements, provided that the securitizing company does not have to consolidate it in its statements in accordance with the accounting rules applicable to joint-stock companies. § 1. The individual financial statements of each segregated asset must be:
I – prepared in accordance with accounting practices applicable to open companies; II – audited by independent auditors registered with the CVM; and III – delivered to the CVM, through a system available on its website, on the date they are made available to the public, which must not exceed 3 (three) months from the closing of the fiscal year. § 2. The financial statements to be delivered under item III of § 1 must be comparative with those of the previous fiscal year and contain:
I – balance sheet;
II – income statement;
III – cash flow statement prepared by the direct method; and IV – explanatory notes.
§ 3. The explanatory notes referred to in § 2, item IV, of the caput must contain, at minimum:
I – operational context, which must include, when applicable:
a) date of issuance; b) summary of operations carried out; c) criteria provided for the revolving of credit rights; d) form of use of derivatives and the risks involved; and e) guarantees involved in the securitization structure, such as overcollateralization, subordination or co-obligation and the form in which these guarantees were used during the fiscal year; II – basis of preparation; III – description of the main accounting practices adopted, including the criteria for the constitution of provision for losses due to impairment of credit rights of agribusiness; IV – detailed information, observing relevance, on agribusiness credit rights, including:
a) description of acquired agribusiness credit rights; b) amounts due and to be due, by maturity band, including amounts to be due with overdue installments; c) amount of provision constituted and its movement during the fiscal year; d) guarantees directly related to the credit rights; e) collection procedures for defaulted credit rights, including the execution of guarantees and costs involved; f) pre-payment events occurred during the fiscal year and the impact on the result and investor profitability; and g) information on the substantial or non-substantial acquisition of risks and benefits of the portfolio, including, the methodology adopted by the issuer to define this assessment, the values of acquired credit rights with or without substantial retention of risks and, for acquired credit rights without substantial retention of risks, the segregation of values by entity that substantially retained the risks and benefits; V – detail of the issuance liability, including:
a) values related to each series and their respective characteristics, such as term, remuneration and amortization schedule; b) main political rights inherent to each class of certificate; and c) summary of the main investor resolutions held in assembly during the fiscal year; VI – list of main service providers, their form of remuneration and expenses incurred during the fiscal year; VII – risk classification of the issuance, if classified by a risk rating agency; VIII – information on whether independent auditors provide other types of services, other than auditing, to the securitizing company; IX – relevant subsequent events occurring after the date of closing of the financial statements and before their issuance; and X – other information that the securitizing company deems relevant for the complete understanding of the financial statements of the segregated assets. § 4. The public availability referred to in item III of § 1 must occur, at minimum, by means of the disclosure of the audited statements on the securitizing company's website, without prejudice to other means that may be used by the securitizer. § 5. The presentation of comparative financial statements is waived upon initial adoption of the provisions of this article. § 6. The closing date of the fiscal year of each segregated asset, for the purpose of preparing the statements referred to in the caput, must be March 31, June 30, September 30 or December 31 of each year.” (NR) Art. 35. Art. 1 of Annex 32 – II of CVM Instruction No. 480, of 2009, shall enter into force with the following wording:
“Art. 1 Issuers whose object is the securitization of credits must send to the CVM through an electronic system available on the CVM website the following monthly report for each issuance of real estate receivables certificates, debentures or other securities whose payment of principal and interest arises from the financial flow resulting from the assignment of credit rights, within 15 (fifteen) days after the end of each month:
......” (NR)
Art. 36. Items 3.2, 3.3 and 4 of art. 1 of Annex 32 – II of CVM Instruction No. 480, of 2009, shall enter into force with the following wording:
“3.2. Modification of the credit portfolio linked during the month” (NR) “3.3. Information on credits in the process of liquidation during the month” (NR) “4. Events that generated early amortization or affected the payment flow during the month” (NR) Art. 37. Annex 32 - III is added to CVM Instruction No. 480, of 2009, with the wording contained in Annex 37 to this Instruction. Art. 38. Art. 11 of CVM Instruction No. 583, of December 20, 2016, shall enter into force with the following wording:
“Art. 11......
......
XX – monitor compliance with the clauses contained in the issuance deed, the credit rights securitization deed or the equivalent instrument, especially those imposing obligations to do and not to do; 2 XXI – communicate to the holders of the securities any default by the issuer of financial obligations assumed in the issuance deed, the credit rights securitization deed or in an equivalent instrument, including obligations related to guarantees and contractual clauses intended to protect the interest of the holders of the securities and that establish conditions that must not be breached by the issuer, indicating the consequences for the holders of the securities and the measures it intends to take regarding the matter, observing the period provided for in art. 16, II, of this Instruction ;3 XXII – verify the procedures adopted by the issuer to ensure the existence and integrity of the securities, financial assets or instruments that collateralize securitization operations, including when custodied or subject to custody by a third party hired for this purpose; and XXIII – verify the procedures adopted by the issuer to ensure that the rights incident on the securities, financial assets, or contractual instruments that collateralize securitization operations, including when custodied or subject to custody by a third party hired for this purpose, are not assigned to third parties. § 1. In the case of a securitization operation, even if there has been no default by the issuer, the provisions of item XXI of the caput apply when there is a change in the securitization structure, resulting or not from default by debtors or co-obligors or increase in their respective credit risks and that imply:
2 Device inserted exclusively for scoring adjustment purposes.
3 Device inserted exclusively for scoring adjustment purposes.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) 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
CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018
I – reduction of the minimum subordination index, guarantee ratio or equivalent, as established in the securitization agreement; II – decrease in the credit enhancement of the securitization structure; or III – increase in the credit risk of the issuance.
§ 2nd The results of the verification provided for in items XXII and XXIII, including with regard to any inconsistencies or omissions found, must be included in the annual report referred to in Article 15.” (NR)
Article 39. Article 25, § 1st, VIII, and Article 3rd of Annex 32-II of CVM Instruction No. 480, of December 7, 2009, are hereby revoked.
Article 40. This Instruction enters into force 90 (ninety) days after its publication.
§ 1st The rules of this Instruction apply only to issuances occurring from its effective date, except for the provisions in Articles 32, 33, 34 and 37, which apply to all issuances.
§ 1st The rules of this Instruction apply only to issuances occurring from its effective date, except for the provisions in Articles 32, 34 and 37, which apply to all issuances.
§ 2nd Articles 35 and 36 enter into force only after communication to the market by CVM informing about the availability of a new system for receiving information from securitizing companies, applying to all issuances.
§ 3rd Article 33 of this Instruction applies to all issuances, except for the provisions in Article 30, § 6th, and Article 31, § 3rd, of CVM Instruction No. 480, of 2009, which apply only to issuances occurring from the effective date of this Instruction.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) 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
CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018
Original signed by
MARCELO BARBOSA
President
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) 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
CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018
ANNEX 11-I
Information for registration of distribution offer of CRA
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) 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
CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018
ANNEX 37 to CVM Instruction No. 600, of August 1, 2018
“ ANNEX 32 – III to CVM Instruction No. 480, of December 7, 2009
Article 1st. Securitizing companies must send to CVM through an electronic system available on the CVM website on the worldwide web the following monthly report for each issuance of agribusiness receivables certificates, within 15 days:
Competence: MM/YYYY Specification
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) 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
CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018
1.10.2 Base month for calculation:
1.10.2.1 Senior Series 1, Series 2,...
[example: June and
December]
1.10.2.2 Mezzanine A, Mezzanine B, Mezzanine C...
[example: June and
December]
1.10.2.3 Subordinated Junior
[example: June and
December]
1.11 Information regarding "overcollateralization", if any [free field]
1.12 Other relevant characteristics of the issuance [free field]
Number of certificates by class on the base date: [total]
2.1 Subordinated Junior, Mezzanine A, Mezzanine B,... [integer]
2.2 Senior Series 1, Series 2, Series 3,... [integer]
Value of certificates by class on the report base date: [total]
3.1 Subordinated Junior, Mezzanine A, Mezzanine B,... [in reais]
3.2 Senior Series 1, Series 2, Series 3,... [in reais]
Distributed earnings in the period: [total]
4.1 Subordinated Junior, Mezzanine A, Mezzanine B,... [in reais]
4.2 Senior Series 1, Series 2, Series 3,... [in reais]
Amortizations made in the period: [total]
5.1 Subordinated Junior, Mezzanine A, Mezzanine B,... [in reais]
5.2 Senior Series 1, Series 2, Series 3,... [in reais]
Performance in the period (including interest and amortizations paid):
6.1 Subordinated Junior, Mezzanine A, Mezzanine B,... [%]
6.2 Senior Series 1, Series 2, Series 3,... [%]
Risk rating:
7.1 Rating agency [registration]
7.2 Date of last rating [dd/mm/yy]
7.3 Current rating:
7.3.1 Subordinated Junior, Mezzanine A, Mezzanine B,... [free field]
7.3.2 Senior Series 1, Series 2, Series 3,... [free field]
Subordination:
8.1 Minimum subordination index provided for in the applicable Securitization Agreement for:
8.1.1 Senior Class [%]
8.1.2 Subordinated Mezzanine A Class [%]
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) 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
CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018
8.1.3 Subordinated Mezzanine B Class... [%]
8.2 Subordination index on the report base date:
8.2.1 Senior Class [%]
8.2.2 Subordinated Mezzanine A Class [%]
8.2.3 Subordinated Mezzanine B Class... [%]
8.3
Inform if there was a recovery of the index during the month and how this recovery occurred (e.g.: replacement of collateral, new contributions,...) [free field]
Assets [sum]
9.1 Total credit rights: [total 9.1]
9.1.1 Existing credits to mature without overdue installments [in reais]
9.1.2 Existing credits to mature with overdue installments [in reais]
9.1.3 Matured and unpaid credits [in reais]
9.2 (-) Provision for reduction in the recoverable value of credit rights [in reais]
9.3 Cash and cash equivalents: [total 9.3]
9.3.1 Federal public bonds [in reais]
9.3.2 Shares of open-ended investment funds with daily liquidity [in reais]
9.3.3 Repo operations [in reais]
9.3.4 Others [in reais]
9.4 Derivatives: [total 9.4]
9.4.1 Forward contracts [in reais]
9.4.2 Futures [in reais]
9.4.3 Options [in reais]
9.4.4 Swap [in reais]
9.5 Other assets [in reais]
Liabilities [sum]
10.1 Derivatives: [total 10.1]
10.1.1 Forward contracts [in reais]
10.1.2 Futures [in reais]
10.1.3 Options [in reais]
10.1.4 Swap [in reais]
10.2 Updated value of the issuance [in reais]
10.3 (-) Reduction in the value of the issuance (e.g.: impact of provision on collateral) [in reais]
10.4 Others (e.g.: service providers of the issuance) [in reais]
Value of the equity of the issuance [item 9 (-) item 10]
Information on agribusiness credit rights
12.1 Total value of overdue installments of "existing credits to [in reais]
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) 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
CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018
mature with overdue installments"
12.2 Value of credit rights to be received by sector of activity of debtors: [total 12.2]
12.2.1 Production of agricultural products [in reais]
12.2.2 Commercialization of agricultural products [in reais]
12.2.3 Processing of agricultural products [in reais]
12.2.4 Industrialization of agricultural products [in reais]
12.2.5 Production of agricultural inputs [in reais]
12.2.6 Commercialization of agricultural inputs [in reais]
12.2.7 Processing of agricultural inputs [in reais]
12.2.8 Industrialization of agricultural inputs [in reais]
12.2.9 Production of machinery and equipment [in reais]
12.2.10 Commercialization of machinery and equipment [in reais]
12.2.11 Processing of machinery and equipment [in reais]
12.2.12 Industrialization of machinery and equipment [in reais]
12.3 To mature by maturity term: [total 12.3]
12.3.1 Up to 30 days [in reais]
12.3.2 From 31 to 60 days [in reais]
12.3.3 From 61 to 90 days [in reais]
12.3.4 From 91 to 120 days [in reais]
12.3.5 From 121 to 150 days [in reais]
12.3.6 From 151 to 180 days [in reais]
12.3.7 From 181 to 360 days [in reais]
12.3.8 Above 361 days [in reais]
12.4 Matured and unpaid: [total 12.4]
12.4.1 Between 1 and 30 days [in reais]
12.4.2 Between 31 and 60 days [in reais]
12.4.3 Between 61 and 90 days [in reais]
12.4.4 Between 91 and 120 days [in reais]
12.4.5 Between 121 and 150 days [in reais]
12.4.6 Between 151 and 180 days [in reais]
12.4.7 Between 181 and 360 days [in reais]
12.4.8 Above 361 days [in reais]
12.5 Prepayments in the period: [total 12.5]
12.5.1 Amount received in the period corresponding to the prepayment of collateral [in reais]
12.5.2 Information on the impact of prepayment for investors [free field]
12.6 Other information on credit rights to be received in the reference month:
12.6.1 Value of debts acquired directly by the securitizing company from the issuer [in reais]
12.6.2
Percentage of credit rights covered by co-obligation of the assignor or third parties [%]
12.6.3 Percentage of credit rights that have other guarantees provided [%]
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) 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
CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018
12.6.4
Total value of guarantees on the total value of the portfolio that counts with guarantees (except co-obligation) [%]
12.6.5 Frequency of evaluation of guarantees. [free field]
12.6.6 Duration of the portfolio [value]
12.6.7 Total value of credit rights in relation to the total value of the issuance [%]
12.6.8 Other relevant considerations [free field]
12.7
Concentration of the issuance by debtor group in the reference month (value of debt in relation to the updated value of the issuance on the base date - %):
12.7.1 Largest debtor [%]
12.7.2 5 largest debtors [%]
12.7.3 10 largest debtors [%]
12.7.4 20 largest debtors [%]
12.8 Debtors representing more than 20% of the issuance:
12.8.1 CNPJ 1 [%]
12.8.2 CNPJ 2.... [%]
12.8.3 (maximum = CNPJ 5) [%]
12.9
Concentration of the issuance by assignor group in the reference month (value of debt per assignor in relation to the updated value of the issuance on the base date - %):
12.9.1 Largest assignor [%]
12.9.2 5 largest assignors [%]
12.9.3 10 largest assignors [%]
12.9.4 20 largest assignors [%]
12.10 Assignors representing more than 20% of the issuance:
12.10.1 CNPJ 1 [%]
12.10.2 CNPJ 2.... [%]
12.10.3 (maximum = CNPJ 5) [%]
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) 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
CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018
13.3.3 Exchange [in reais]
13.3.4 Others [in reais]
13.4 Swap
13.4.1 Interest [in reais]
13.4.2 Agricultural commodities [in reais]
13.4.3 Exchange [in reais]
13.4.4 Others [in reais]
Present value of expected disbursement
14.1 Schedule for payment of expenses: [total 13.1]
14.1.1 Up to 30 days [in reais]
14.1.2 From 31 to 60 days [in reais]
14.1.3 From 61 to 90 days [in reais]
14.1.4 From 91 to 120 days [in reais]
14.1.5 From 121 to 150 days [in reais]
14.1.6 From 151 to 180 days [in reais]
14.1.7 From 181 to 360 days [in reais]
14.1.8 Above 361 days [in reais]
14.2 Schedule for payment of senior investors: [total 13.2]
14.2.1 Up to 30 days [in reais]
14.2.2 From 31 to 60 days [in reais]
14.2.3 From 61 to 90 days [in reais]
14.2.4 From 91 to 120 days [in reais]
14.2.5 From 121 to 150 days [in reais]
14.2.6 From 151 to 180 days [in reais]
14.2.7 From 181 to 360 days [in reais]
14.2.8 Above 361 days [in reais]
Net cash flow in the month
15.1 (+) Receipts from credit rights [in reais]
15.2 (-) Payment of expenses [in reais]
15.3 (-) Payments made to the senior class (Series 1, 2,...,n): [total 14.3]
15.3.1 Principal amortization [in reais]
15.3.2 Interest [in reais]
15.4 (-) Payments made to the subordinated mezzanine class (A, B, C,...n): [total 14.4]
15.4.1 Principal amortization [in reais]
15.4.2 Interest [in reais]
15.5 (-) Payments made to the subordinated junior class: [total 14.5]
15.5.1 Principal amortization [in reais]
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) 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
CVM INSTRUCTION NO. 600, OF AUGUST 1, 2018
15.5.2 Interest [in reais]
15.6 (-) Receipts from alienation of "cash and equivalents" [in reais]
15.7 (-) Acquisition of "cash and equivalents" [in reais]
15.8 (-) Acquisition of new credit rights [in reais]
15.9 (+) Other receipts [in reais]
15.10 (-) Other payments [in reais]
15.11 (+/-) Net variation in the cash of the segregated patrimony [sum]
Other relevant information for understanding the performance of the issuance in the month [free field]
Article 2nd. The monthly report referred to in Article 1st of this Annex must be examined during the performance of the reasonable assurance work of the independent audit.”
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Amended 2 times · last 2021-12-23
This document amends: CVM Instruction No. 583 of December 20, 2016, as amended by CVM Instructions No. 600/18, 620/20, and 625/20, CVM Instruction 480 (Repealed) - Registration of Issuers of Securities Admitted to Trading on Regulated Markets, CVM Instruction 476 (Revoked) - Public Offerings of Securities with Restricted Efforts, CVM Instruction 414 of December 30, 2004: Registration of Real Estate Credit Securitization Companies and Public Offering of Real Estate Receivable Certificates, CVM Instruction 400 of December 29, 2003 - Public Offerings of Securities
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