CVM Instruction No. 620 of March 17, 2020 (Revoked)

THE PRESIDENT OF THE SECURITIES COMMISSION – CVM makes public that the Collegiate Body, in a meeting held on March 4, 2020, based on Articles 4, items III and V, 8, item I, and 22, § 1, item VIII, of Law No. 6,385, of December 7, 1976, and on Article 55, § 2 and § 3, of Law No. 6,404, of December 15, 1976, APPROVED the following Instruction:

CHAPTER I – SCOPE
Article 1. This Instruction regulates the acquisition, by issuing companies, of debentures of their own issuance, as provided in Article 55, §§ 2 and 3, of Law No. 6,404, of December 15, 1976, in regulated securities markets.
Sole Paragraph. The debenture indentures may prohibit the transactions provided for in this Instruction or establish more restrictive conditions for their implementation.

Article 2. For the purposes of this Instruction, it is considered:
I – issuing company: issuing company of debentures with a securities issuer registration or whose securities issuer registration has been waived by the CVM; II – debentures:
a) debentures issued by issuing companies that have been the subject of a public distribution offer registered or exempted from registration by the CVM; and

CHAPTER II – PARTIAL REDEMPTION OF DEBENTURES
Article 3. The partial redemption of debentures of the same series must be done:
I – by lottery; or
II – through acquisition in the organized securities market in which the debentures are admitted to trading, provided that the acquisition price is lower than the updated nominal value, observing the provisions of Chapter III of this Instruction regarding acquisitions at a price equal to or lower than the updated nominal value. Sole Paragraph. The debentures redeemed in the manner of this article must be definitively withdrawn from circulation through their cancellation.

CHAPTER III – OPTIONAL ACQUISITION OF DEBENTURES OF OWN ISSUANCE
Section I – General Rules

Article 4. If the acquisition price is higher than the updated nominal value, the issuing company may only acquire debentures of its own issuance through the procedure provided for in Section II of this chapter.

Article 5. If the acquisition price is equal to or lower than the updated nominal value, the issuing company may acquire debentures of its own issuance:
I – through transactions in the securities market in which it is admitted to trading; or II – through the procedure provided for in Section II of this chapter.

Article 6. Regardless of the price practiced, the issuing company must inform the acquisition of debentures of its own issuance in the management report and financial statements.

Article 7. Issuing companies are permitted:
I – to acquire debentures to remain in treasury; II – to cancel debentures held in treasury; and III – to alienate debentures held in treasury.

Article 8. Upon approving the acquisition, by the company, of debentures of its own issuance, the board of directors or the executive board, as applicable, must provide the information contained in Annex 30–XLII of CVM Instruction No. 480, of December 7, 2009.

§ 2. The provisions of § 1 apply only to issuers subject to CVM Instruction No. 481, of 2009.

§ 3. The communication regarding the information referred to in this article should be addressed to the issuance trustee and the market, observing:
I – the form provided in the respective issuance indenture; and II – for issuers with securities admitted to trading, the form provided in the information disclosure rules to which they are subject.

Section II – Acquisition Procedure

Article 9. The issuing company that intends to acquire debentures of its own issuance for a value higher than the updated nominal value must, prior to the operation, communicate its intention to the issuance trustee and to all holders of the respective debentures.

§ 1. The communication referred to in the caput must contain, at minimum, the following information:
I – the intended date for the acquisition;
II – the issuance and, if applicable, the series of the debentures that will be acquired; III – the quantity of debentures it intends to acquire, which may be indicated as a determined, minimum, or maximum quantity, provided that, if the quantity indicated as the object of the acquisition corresponds to:
a) the total or a determined quantity of debentures of a specific issuance or series, the communication must specify whether the acquisition offer will remain valid if the quantity of debentures indicated in the received alienation manifestations is lower than that indicated as the object of the acquisition, observing the provisions of § 5; and b) a determined quantity of debentures of a specific issuance or series, the communication must specify the treatment to be given if the quantity of debentures indicated in the received alienation manifestations is higher than that indicated as the object of the acquisition, observing the provisions of § 6; IV – the settlement date of the acquisition and any conditions to which the settlement is subject; V – the destination to be given by the issuing company to the debentures that come to be acquired; VI – the maximum price at which the debentures will be acquired, highlighting:
a) the portion of the price related to the nominal value; b) the provision of the portion of the price related to monetary correction, if any, and accumulated remuneration up to the acquisition settlement date; and c) the portion related to the acquisition premium, with the collection of intentions for sale regarding the acquisition premium being admitted, observing the provisions of § 4; VII – deadline for holders of debentures to manifest interest in alienating the debentures to the issuing company, which may not be less than 15 (fifteen) days counted from the date of the communication; and VIII – other information that the issuing company deems relevant for the decision to alienate debentures.

§ 2. The communication referred to in the caput must observe the provisions of Article 8, § 3, of this Instruction.

§ 3. The acquisition price must be unique for debentures of the same series.

§ 4. Holders of debentures who have interest in alienating their debentures must, within the deadline established in the communication referred to in item VII of § 1, send to the issuing company the information provided in Annex 9 through:
I – a system developed by entities administering organized markets, in the case of debentures deposited and securities deposit accounts; or II – a form sent to the issuing company, with a copy to the trustee, in other cases.

§ 5. In the case provided for in item III, letter “a”, of § 1, if the acquisition offer remains valid, the communication referred to in § 1 must indicate that the holder of debentures may condition their adherence to the acceptance of:
I – debenture holders interested in alienating the total debentures indicated as the object of the acquisition in the communication referred to in § 1; or II – debenture holders interested in alienating debentures representing a minimum quantity of the debentures of that issuance or series, as applicable (including the debentures owned by the aforementioned holder of debentures), defined according to the criteria of the holder themselves, but which may not be higher than the maximum quantity indicated as the object of the acquisition in the communication referred to in § 1.

§ 6. In the case provided for in item III, letter “b”, of § 1, the communication referred to in § 1 must indicate a single procedure to be adopted by the issuing company, among the following:
I – if opting not to use the intention collection procedure:
a) acquire as many debentures as indicated in the received alienation manifestations; b) acquire the quantity of debentures indicated as the object of the acquisition in the communication referred to in § 1, proportionally among the debentures indicated in each of the received alienation manifestations, with the understanding that each debenture holder who has indicated interest in alienating their debentures must have at least 1 (one) debenture acquired by the issuing company; or II – if opting to use the intention collection procedure, acquire the quantity of debentures indicated as the object of the acquisition in the communication referred to in § 1, observing the following rules:
a) the issuing company must acquire the quantity of debentures indicated as the object of the acquisition referred to in § 1, observing the preference for offers with lower premiums; and b) if more than one debenture holder has indicated the intention to alienate debentures at a premium that may be the highest that the issuing company needs to accept to make up the quantity indicated as the object of the acquisition, the debentures of such debenture holders must be acquired in a quantity proportional to the quantities indicated by them in their respective alienation manifestations.

§ 7. The intention collection procedure for sale must be described in the communication referred to in § 1, and the manifestation of debenture holders regarding the acquisition premium will be in the form described in § 4.

§ 8. The issuing company must carry out the settlement of the acquisition on a single date, which must be established within the interval of, at minimum, 16 (sixteen) days and, at maximum, 31 (thirty-one) days counted from the date of sending the communication referred to in § 1.

§ 9. The communication referred to in § 1 is irrevocable, without prejudice to the possibility of revocation or alteration of any of the conditions provided therein, until the end of the deadline provided for in item VII of § 1, provided that:
I – such revocation or alteration is communicated to the issuance trustee and to all debenture holders, by the same means by which the communication referred to in § 1 was made; and II – a deadline equal to or greater than that provided for in item VII of § 1 of this article is granted so that:

§ 10. Until the end of the deadline referred to in item VII of § 1, debenture holders can render the communication of intention to alienate debentures ineffective.

§ 11. The acquisition, by an issuing company, of debentures of its own issuance under the terms of § 1 must be carried out in a regulated securities market environment, and its financial settlement must occur through a compensation and settlement system approved by the Central Bank of Brazil.

§ 12. The operation by which the issuer receives debentures of its own issuance for a value higher than the updated nominal value for subsequent subscription of new debentures within the scope of a public offer is not subject to the procedures provided for in the caput, provided that such payment option is offered to all holders of the debentures.

Article 10. The acquisition procedure provided for in Article 9 is exempted:
I – regarding the public offer mentioned in Article 9, § 12, from the registration referred to in the caput of Article 19 of Law No. 6,385, of December 7, 1976; and II – from the hiring of an intermediary institution, when carried out through the system referred to in item I of § 4 of Article 9. Sole Paragraph. The issuing company is exempted from hiring securities custody services, in accordance with applicable regulations, for the debentures of its own issuance held in treasury.

CHAPTER IV – DEBENTURES IN TREASURY
Article 11. Debentures held in treasury in the manner provided for in this Instruction have no voting rights in general meetings of debenture holders, nor rights to monetary dividends, and, if and when reinjected into the market, they will be entitled to the same economic and political rights applicable to other debentures.
Sole Paragraph. Debentures held in treasury must be disregarded in the calculation of the installation and deliberation quorums provided for in Law No. 6,404, of 1976, in the rules issued by the CVM, and in the respective issuance indenture.

CHAPTER V – FINAL PROVISIONS
Article 12. Excluding the requirements of Law No. 6,404, of 1976, in exceptional situations and duly justified, the CVM, provided it is previously consulted, may approve the acquisition of debentures of own issuance by an issuing company under conditions different from those provided for in this Instruction.

Article 13. Non-compliance with Articles 3, 4, 8, and 9 of this Instruction constitutes a serious offense for the purposes of Article 11, § 3, of Law No. 6,385, of 1976.

Article 14. Article 2 of CVM Instruction No. 358, of January 3, 2002, shall enter into force with the following wording:
“Article 2. ……
Sole Paragraph……
……
XV – acquisition of securities issued by the company for retention in treasury or cancellation, and alienation of securities so acquired; ……” (NR)

Article 15. Article 30 of CVM Instruction No. 480, of December 7, 2009, shall enter into force with the following wording:
“Article 30. ……
……
XLI – communications regarding transactions with securities of its own issuance, in the terms and deadlines established by specific regulation; and XLII – communication regarding approval of acquisition of debentures of its own issuance by the board of directors or the executive board, in accordance with Annex 30-XLII, on the same date of sending the corresponding communication to the trustee and debenture holders, or within 7 (seven) business days counted from the approval of the acquisition, whichever occurs first; XLIII – communication regarding the intention to acquire debentures of own issuance, in accordance with the procedure provided for in specific regulation, on the same date of sending to the trustee and debenture holders. …… § 8. The documents referred to in items XLII and XLIII may be combined in a single document, provided that there is no prejudice to their content or delivery deadline.” (NR)

Article 16. Article 31 of CVM Instruction No. 480, of December 7, 2009, shall enter into force with the following wording:
“Article 31. ……
……

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 XXV – communications regarding transactions with securities of its own issuance, in the terms and deadlines established by specific regulation; XXVI – communication regarding approval of acquisition of debentures of its own issuance by the board of directors or the executive board, in accordance with Annex 30-XLII, on the same date of sending the corresponding communication to the trustee and debenture holders, or within 7 (seven) business days counted from the approval of the acquisition, whichever occurs first; and XXVII – communication regarding the intention to acquire debentures of own issuance, in accordance with the procedure provided for in specific regulation, on the same date of sending to the trustee and debenture holders. § 4. The documents referred to in items XXVI and XXVII may be combined in a single document, provided that there is no prejudice to their content or delivery deadline.” (NR)

Article 17. CVM Instruction No. 481, of December 17, 2009, shall enter into force with the addition of the following Article 20-C:
“Article 20-C. Whenever the general meeting is convened to deliberate on the acquisition, by the company, of debentures of its own issuance, the company must provide, at minimum, the information indicated in Annex 20-C to this Instruction.”(NR)

Article 18. Article 16 of CVM Instruction No. 583, of December 20, 2016, shall enter into force with the following wording:
“Article 16. ……
……
IV – call notices and information necessary for the exercise of voting rights in meetings of holders of securities convened by it, on the same date

Article 19. CVM Instruction No. 480, of December 7, 2009, is supplemented with Annex 30-XLII, in accordance with the model provided for in Annex A of this Instruction.

Article 20. CVM Instruction No. 481, of December 17, 2009, is supplemented with Annex 20-C, in accordance with the model provided for in Annex B of this Instruction.

Article 21. This Instruction enters into force on January 2, 2021, being applicable, inclusive, to debentures that are already in circulation on such date.
Original signed by
MARCELO BARBOSA
President

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
Annex 9 to CVM INSTRUCTION NO. 620, OF MARCH 17, 2020
“Annex 9
Debenture Alienation Intent Form
1 – Quantity of debentures of the series in question held by the debenture holder.
2 – Quantity of debentures of the series in question that the debenture holder wishes to alienate.
3 – If applicable, minimum acquisition premium accepted by the debenture holder. (Which may not be higher than the maximum premium offered by the issuing company. This item must be maintained only in the cases provided for in Article 9, § 6, item II.) 4 – Does this intent to alienate have additional conditions? Yes ; or No
4.1 – If the answer to the item above is “Yes”, please mark below the applicable condition:
I – adherence of debenture holders interested in alienating the total debentures indicated as the object of the acquisition in the communication of the issuing company (including the debentures owned by this debenture holder); or II – adherence of debenture holders interested in alienating ____ debentures of this [issuance/series] (including the debentures owned by this debenture holder), defined by the holder themselves. (Observed that such quantity may not be higher than the maximum quantity indicated as the object of the acquisition in the communication of the issuing company).”

SECURITIES 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

Annex A to CVM INSTRUCTION NO. 620, OF MARCH 17, 2020

"Annex 30-XLII
Acquisition of Self-Issued Debentures

Detail the objective and expected economic effects of the operation;
Inform the issuance and series of the debentures that will be acquired by the Company;
Inform the quantities of debentures (i) in circulation and (ii) already held in treasury;
Inform the quantity of debentures that can be acquired, observing the provisions of Article 9 of Instruction No. 620, of March 17, 2020;
Inform the price at which the debentures will be acquired, highlighting, in the case of acquisition for a value higher than the nominal value:
a. the part of the price referring to the nominal value of the debenture; b. forecast of the part of the price referring to monetary correction, if any, and to the accumulated remuneration up to the settlement date of the acquisition; and
c. if applicable, the part of the price referring to the acquisition premium, expressed as a percentage on the sum of the values attributed to items "a" and "b" above.
Indicate the maximum deadline for the settlement of authorized operations; and
Identify institutions that will act as intermediaries, if any."

Annex B to CVM INSTRUCTION NO. 620, OF MARCH 17, 2020

"Annex 20-C
Acquisition of Self-Issued Debentures

Detail the objective and expected economic effects of the operation;
Inform the issuance and series of the debentures that will be acquired by the Company;
Inform the quantities of debentures (i) in circulation and (ii) already held in treasury;
Inform the quantity of debentures that can be acquired, observing the provisions of Article 9 of Instruction No. 620, of March 17, 2020;
Inform the price at which the debentures will be acquired, highlighting, in the case of acquisition for a value higher than the nominal value:
a. the part of the price referring to the nominal value of the debenture; b. forecast of the part of the price referring to monetary correction, if any, and to the accumulated remuneration up to the settlement date of the acquisition; and
c. if applicable, the part of the price referring to the acquisition premium, expressed as a percentage on the sum of the values attributed to items "a" and "b" above.
Indicate the maximum deadline for the settlement of authorized operations; and
Identify institutions that will act as intermediaries, if any."

CVM Instruction No. 620 of March 17, 2020 (Revoked)

Lineage: In force

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