2021-12-23
Added · Updated
CVM Resolution No. 60 regulates securitization companies registered with the Brazilian Securities and Exchange Commission (CVM) and public offerings of securitization notes, revoking previous Instructions Nos. 414, 443, 600, and 603. The resolution establishes two registration categories (S1 and S2), defines key terms such as fiduciary regime and risk retention, and sets procedures for registration, voluntary cancellation, and suspension. It mandates specific governance structures, including the appointment of statutory directors for securitization activities and internal controls, and outlines timelines for CVM analysis of registration requests and cancellation applications.
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SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Sete de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
WITH AMENDMENTS INTRODUCED BY
CVM RESOLUTIONS NO. 162/22, 179/23, 194/23 AND 226/25.
Provides for securitization companies registered with the CVM and revokes CVM Instructions No. 414, of December 30, 2004, No. 443, of December 8, 2006, No. 600, of August 1, 2018, and No. 603, of October 31, 2018.
THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Board, in a meeting held on November 4, 2021, in view of the provisions of Arts. 2, IX, 8, I, 19, § 5, 20, 21 and 22 of Law No. 6.385, of December 7, 1976, Law No. 9.514, of November 20, 1997, and Law No. 11.076, of December 30, 2004, APPROVED the following Resolution:
THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Board, in a meeting held on November 4, 2021, in view of the provisions of Arts. 2, IX, 8, I, 19, § 5, 20, 21 and 22 of Law No. 6.385, of December 7, 1976, Law No. 9.514, of November 20, 1997, Law No. 11.076, of December 30, 2004, and Law No. 14.430, of August 3, 2022, APPROVED the following Resolution:
CHAPTER I – SCOPE AND PURPOSE
Art. 1 This Resolution provides for companies registered as securitization companies with the CVM, as well as for public offerings of securitization notes.
Sole Paragraph. This Resolution does not exclude the application of other norms to the offerings, carried out by securitization companies, of securities that do not constitute securitization operations.
CHAPTER II – DEFINITIONS
Art. 2 For the purposes of this Resolution, the following are understood:
I – amortization: the payment to investors of a portion of the principal value of their investments without reducing the quantity of securitization notes held by the investor;
II – special investors’ meeting: meeting of the holders of securitization notes of a specific offering;
III – securitization company: company whose corporate purpose consists of carrying out securitization operations, registered with the CVM in accordance with this Resolution and that is:
a) issuer of securitization notes with or without the establishment of a fiduciary regime over the collateral; or b) holding company of special purpose entities dedicated to securitization operations, in the segments where there is no legal provision for the establishment of a fiduciary regime;
IV – credit rights: rights and titles representing credit, originating from operations carried out in any economic segment; IV – credit rights: rights, titles or securities representing credit, originating from operations carried out in any economic segment;
V – registrar entity: registrar entity authorized by the Central Bank of Brazil or by the Securities and Exchange Commission, within the scope of their competencies, to exercise the activity of registering credit rights, financial assets or securities, as the case may be, in accordance with Law No. 12.810, of May 15, 2013;
VI – issuance instrument: receivables securitization term, debenture issuance deed or any other formal instrument that constitutes the issuance of a security within the scope of a securitization operation, whose minimum content is established in Supplement A;
VII – securitization operation: acquisition of credit rights for use as collateral for the issuance of securitization notes for placement with investors, whose payment is primarily conditioned on the receipt of resources from the credit rights and other assets, rights and guarantees that collateralize the issuance;
VIII – separate estate: the estate constituted from the establishment of the fiduciary regime over the collateral, in accordance with item “b” of item IX;
IX – fiduciary regime: regime established over the assets and rights linked to the issuance of securitization notes, through a unilateral declaration by the securitization company in the issuance instrument, which must cumulatively contain the following matters:
a) the allocation of the assets and rights linked to the respective issuance of securitization notes; and
IX – fiduciary regime: regime established over the credit rights and other assets and rights that collateralize the issuance of securitization notes, through a unilateral declaration by the securitization company in the issuance instrument, which must cumulatively contain the following matters:
a) the allocation of the credit rights and other assets and rights that collateralize the respective issuance of securitization notes; and b) the constitution of a separate estate, integrated by the credit rights and other assets and rights that collateralize the issuance of the securitization notes and, thus, are subject to the fiduciary regime;
X – risk retention: any contractual obligation or mechanism existing within the scope of a securitization operation by means of which the assignor or a third party retains, totally or partially, the credit risk arising from exposure to the variation of the cash flow of the credit rights that collateralize the issuance;
XI – securitization notes: securities issued by securitization companies within the scope of securitization operations; and XI – revolving: acquisition of new credit rights using resources originating from the credit rights and other assets and rights that make up the collateral of the issuance;
XII – warehousing: gradual acquisition of credit rights by a related party to the securitization company, with the aim of assembling a portfolio containing assets with different risk and return profiles, which can serve as collateral for different securitization operations.
XII – securitization notes: securities issued by securitization companies within the scope of securitization operations; and
XIII – warehousing: gradual acquisition of credit rights by a related party to the securitization company, with the aim of assembling a portfolio containing assets with different risk and return profiles, which can serve as collateral for different securitization operations.
CHAPTER III – REGISTRATION OF SECURITIZATION COMPANY
Section I – Registration Categories
Art. 3 Securitization companies must request registration with the CVM in one of the following categories:
I – S1: which allows the public issuance of securitization notes exclusively with the establishment of a fiduciary regime; or
II – S2: which allows the public issuance of securitization notes with or without the establishment of a fiduciary regime.
§ 1 Registration with the CVM is not required for the special purpose entity (“SPE”) that is a wholly-owned subsidiary of a securitization company registered in category S2, provided that the SPE:
I – operates in a segment without legal provision for the establishment of the fiduciary regime; I – REVOKED
II – has only one offering in circulation; and
III – has the same directors as the securitization company.
§ 2 The provisions of this Resolution directed to the separate estate apply to SPEs that fall under § 1.
§ 3 In the case provided for in § 1, the securitization company registered with the CVM must ensure:
I – the preparation and sending of financial statements and periodic and occasional information provided for in this Resolution in the name of its wholly-owned subsidiaries; and
II – compliance with specific rules applicable to separate estates, observing § 2 of this article.
§ 4 The securitization company registered with the CVM must adopt the necessary measures to mitigate the occurrence of conflicts of interest with its wholly-owned subsidiaries, as well as conflicts between said subsidiaries.
§ 5 For the purposes of applying the norms that regulate public offerings of securities to cases framed in § 1, the registration procedures, the target audience and the secondary trading rules are those applicable to the securitization company registered with the CVM in category S2.
Section II – Registration Request
Art. 4 The request for registration of a securitization company must be sent to the Supervision of Securitization Superintendency – SSE:
I – in the case of a registration request for category S1, accompanied by the documents identified in Art. 1 of Supplement B; and
II – in the case of a registration request for category S2, accompanied by the documents identified in Art. 2 of Supplement B.
Art. 5 The securitization company requesting registration in categories S1 or S2 must:
I – assign responsibility for securitization activities to a statutory director; and
II – assign responsibility for compliance with rules, policies, procedures and internal controls of this Resolution to a statutory director.
§ 1 The securitization company that acts in the distribution of securitization notes from its own issuance, in accordance with Art. 43, must assign responsibility for the distribution to a statutory director, who may be the same person referred to in item I of the caput.
§ 2 The director referred to in item II cannot:
I – hold such position concurrently with those referred to in item I of the caput and, if applicable, § 1; and
II – act in any activity that limits its independence, in the securitization company, or outside it.
Art. 6 The SSE has up to 10 (ten) days to indicate to the participant the absence of any document provided for in Supplement B.
Art. 7 After receiving all documents necessary for the granting of registration, the SSE has 60 (sixty) days to analyze the request, counted from the date of protocol of the last document that completes the instruction of the registration request, observed that drafts and any other documents containing gaps whose filling, at the discretion of the SSE, is relevant for the analysis of the request will be disregarded.
§ 1 The period referred to in the caput of this article may be suspended once, if there is a need for information or documents to complement the instruction of the registration request, as requested by the SSE.
§ 2 The applicant has 20 (twenty) days to comply with the requirements formulated by the SSE.
§ 3 The period for compliance with the requirements may be extended, only once, for 10 (ten) days, through a prior and justified request formulated by the applicant to the SSE.
§ 4 The SSE must manifest itself regarding the compliance with the requirements and the approval of the registration request within the remaining period for the conclusion of the analysis, as provided for in the caput.
§ 5 In the event of the occurrence of a new fact during the processing of the process, a new suspension of the period referred to in the caput may be admitted by the SSE, which must send a letter to the applicant, with the request for clarifications and necessary documents.
§ 6 Within 10 (ten) days counted from the receipt of the letter referred to in § 5, the applicant must comply with said request.
§ 7 The SSE must then manifest itself regarding the compliance with the requirements and the approval of the registration request within the remaining period for the conclusion of the analysis, as provided for in the caput.
§ 8 Failure to observe the periods mentioned in §§ 2, 3 and 6 implies automatic denial of the registration request.
§ 9 The absence of manifestation by the SSE within the periods mentioned in the caput, §§ 4 and 7 implies automatic approval of the registration request.
CHAPTER IV – SUSPENSION, CANCELLATION AND CONVERSION OF REGISTRATION OF SECURITIZATION COMPANY
Section I – Voluntary Cancellation
Art. 8 Voluntary cancellation of the registration of a securitization company is conditioned on proof of one of the following conditions:
I – non-existence of securitization notes in circulation;
II – redemption of all securitization notes in circulation;
III – the effective payment at maturity of the resources from the securitization notes in circulation;
IV – consent of all holders of the securitization notes in circulation regarding the cancellation of the registration; or
V – any combination of the hypotheses indicated in the previous items, provided that the totality of the securitization notes is reached.
§ 1 If the hypotheses of items II or III of the caput occur without the total payment of investors having been made, the securitization company must deposit the amount due in a financial institution that collects demand deposits and leave it at the disposal of the investors.
§ 2 In the event of the deposit referred to in § 1, the company must communicate, in the manner established for the disclosure of material acts or facts:
I – the decision to cancel the registration with the CVM;
II – the making of the deposit, mentioning the value, the financial institution collecting the demand deposit, the branch and the checking account; and
III – instructions on how holders who have not yet received their payments must proceed to receive them.
§ 3 The hypothesis of item IV of the caput may be alternatively proved by:
I – declaration of the fiduciary agent regarding the consent of all holders of the securitization notes in circulation regarding the cancellation of the registration;
II – declaration of the holders of securitization notes attesting that they are aware and agree that, due to the cancellation of the registration, the securitization notes of the securitization company can no longer be traded in regulated markets; or
III – unanimous deliberation in a special investors’ meeting in which the totality of the holders of securitization notes is present.
Section II – Voluntary Cancellation Procedure
Art. 9 The securitization company may request the cancellation of its registration at any time, through a request sent to the SSE.
§ 1 The request referred to in the caput must be accompanied by documents that prove compliance with the provisions of Art. 8.
§ 2 The SSE has 15 (fifteen) business days, counted from the protocol, to approve or deny the cancellation request, provided that the request is accompanied by all the documents identified in § 1.
§ 3 The period referred to in § 2 may be interrupted only once, if the SSE requests additional information or documents from the applicant, with a new period starting to run from the compliance with the requirements.
§ 4 The applicant has 30 (thirty) business days to comply with the requirements formulated by the SSE.
§ 5 The absence of manifestation by the SSE within the period mentioned in § 2 implies automatic approval of the request for cancellation of the registration of the securitization company.
§ 6 Failure to observe the period mentioned in § 4 implies automatic denial of the cancellation request.
Art. 10. The securitization company is responsible for disclosing the information of approval or denial of the registration cancellation to investors, in the same manner established for the disclosure of its material facts.
Section III – Suspension and Ex Officio Cancellation
Art. 11. The SSE must suspend the registration of a securitization company if the company fails to comply, for a period exceeding 12 (twelve) months, with its periodic obligations, as established by this Resolution.
§ 1 The SSE will inform the securitization company, the fiduciary agent and the entities administering the regulated markets in which the securities issued by it are admitted to trading, about the suspension of its registration through a letter and through a communication on the CVM’s website on the world wide web.
§ 2 The suspension of the registration implies the prohibition for the securitization company to publicly issue new securitization notes.
§ 3 Fiduciary agents acting in offerings that include the establishment of the fiduciary regime of a suspended securitization company must convene a special investors’ meeting within 15 (fifteen) days, which must be held within 20 (twenty) days from the date of convening, with the objective of deliberating on the transfer of the separate estates or their maintenance in the securitization company.
Art. 12. The securitization company whose registration has been suspended may request the reversal of the suspension through a justified request, sent to the SSE, accompanied by documents that prove compliance with the periodic and occasional obligations in arrears.
§ 1 The SSE has 15 (fifteen) business days to analyze the request for reversal of the suspension, counted from the date of protocol of all documents necessary to prove compliance with the periodic and occasional obligations in arrears.
§ 2 The period referred to in § 1 may be interrupted, only once, if the SSE requests additional information or documents from the applicant, with a new period starting to run from the compliance with the requirements.
§ 3 The applicant has 30 (thirty) business days to comply with the requirements formulated by the SSE.
§ 4 The absence of manifestation by the SSE within the period mentioned in § 1 implies automatic approval of the request for reversal of the suspension of the registration of the securitization company.
§ 5 Failure to observe the period mentioned in § 3 implies automatic cancellation of the request.
Art. 13. The SSE must cancel the registration of a securitization company in the following hypotheses:
I – extinction of the company;
II – suspension of the registration of a securitization company for a period exceeding 12 (twelve) months;
COMMISSÃO 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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
III – if, due to a supervening fact duly proven, it becomes evident that the company no longer meets any of the requirements and conditions established in this Resolution for obtaining registration; or IV – if the falsity of documents or declarations presented to obtain the registration is established.
§ 1º The SSE must previously notify the securitization company of the opening of a registration cancellation procedure, in accordance with items II, III, and IV of the main text, granting it a period of 20 (twenty) business days, counted from the date of receipt of the notification, to present its defense reasons or regularize its registration.
§ 2º From the decision to cancel registration referred to in § 1º, an appeal may be filed to the CVM, with suspensive effect, in accordance with current regulations.
§ 3º Upon completion of the cancellation, the SSE will inform the securitization company through an official letter sent and through a communication on the CVM's page on the worldwide computer network.
§ 4º The cancellation of the securitization company's registration is equivalent to its insolvency for the purposes of applying the procedures set forth in art. 15 of Law No. 9.514, of 1997.
§ 4º The cancellation of the securitization company's registration is equivalent to its insolvency for the purposes of applying the procedures set forth in art. 31 of Law No. 14.430, of 2022.
Art. 14. The suspension and cancellation of registration do not exempt the securitization company and its directors from liability arising from any infractions committed before the cancellation of the registration.
Section IV – Conversion
Art. 15. The securitization company may request the conversion of one category of registration into another, through a request sent to the SSE accompanied by the documents identified in Supplement B relating to the category to which it intends to convert, as well as a copy of the corporate act that deliberated the conversion.
§ 1º The SSE has 15 (fifteen) business days to analyze the request for conversion of category, counted from the date of protocol of the last document that completes the instruction of the conversion request.
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
§ 2º The period referred to in § 1º may be interrupted only once, if the SSE requests additional information or documents from the applicant.
§ 3º The applicant has 30 (thirty) business days to comply with the requirements formulated by the SSE.
§ 4º Failure to observe the period mentioned in § 3º implies automatic denial of the request for conversion of category.
§ 5º The absence of manifestation by the SSE within the period mentioned in § 1º implies automatic approval of the request for conversion of category.
Art. 16. The securitization company must take all necessary precautions and measures so that the conversion granted under this section occurs in a transparent and organized manner, without causing interruptions in negotiations with the affected securitization titles.
Sole paragraph. The securitization company must notify the holders of securitization titles, in the manner established for the disclosure of material facts, of the measures taken to comply with the obligations referred to in the main text and of operational procedures and information of which the investor needs to be aware.
CHAPTER V – OBLIGATIONS OF THE SECURITIZATION COMPANY
Section I – General Rules
Art. 17. The securitization company must:
I – exercise its activities with good faith, transparency, diligence, and loyalty towards its investors;
II – avoid practices that may harm the fiduciary relationship maintained with investors;
III – faithfully fulfill the obligations provided in the issuance instruments of securitization titles;
IV – keep up-to-date, in perfect order and available to investors, in the manner and deadlines established in the respective instruments of each issuance, in its internal rules and in regulation, all documentation relating to its issuances;
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
V – inform the CVM whenever it verifies, in the exercise of its duties, the occurrence or indications of violation of legislation that falls under the CVM's supervision, within a maximum period of 10 (ten) business days from the occurrence or identification;
VI – in the case of securitization titles admitted to trading in organized markets, establish a policy related to trading by administrators, employees, collaborators, controlling partners, and by the company itself;
VII – cooperate with the fiduciary agent and provide the documents and information requested by it for the purpose of fulfilling its duties and responsibilities, according to specific regulation and in accordance with the terms of the issuance instrument;
VIII – ensure the existence and integrity of the assets and instruments that make up the separate estate, including when custodied, deposited, or registered with third parties; and
VIII – ensure the existence and integrity of the assets and instruments that make up the separate estate, including when custodied, deposited, or registered with third parties;
IX – when acquiring the credit rights that will serve as collateral for the securitization operation, verify if the amount attributed to any debtor represents a share equal to or greater than 20% (twenty percent) of the total value of the collateral and, if positive, take measures to assess its tax situation.
IX – when acquiring the credit rights that will serve as collateral for the securitization operation, verify if the amount attributed to any debtor represents a share equal to or greater than 20% (twenty percent) of the total value of the collateral and, if positive, take measures to assess its tax situation; and
X – ensure that the credit rights that will collateralize the securitization titles are identified, meet the eligibility criteria provided in the securitization agreement, and are acquired by the securitization company by the date of full payment of the securitization titles.
Section II – Prohibitions
Art. 18. It is prohibited for the securitization company:
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
I – acquire credit rights or subscribe to debt instruments originated or issued, directly or indirectly, by parties related to it, for the purpose of collateralizing its issuances, except when:
a) the securitization titles are exclusively placed with qualified investors;
b) the securitization titles are exclusively placed with companies that are part of the economic group of the securitization company;
c) the related parties are financial institutions and the assignment observes the regulations of the National Monetary Council and the Central Bank of Brazil;
d) there is warehousing practice; or
e) there is management of non-performing credit rights portfolio of the separate estate through an assignment operation to related parties of non-performing credit rights in exchange for new credit rights adhering to the eligibility criteria and other terms and conditions established in the issuance instrument, provided that the operation is necessary for investors to receive the remuneration provided in the issuance instrument;
II – provide guarantees for its own benefit or for another separate estate, using assets or rights under fiduciary regime;
III – receive resources from assets linked in a current account or payment account not linked to the issuance, without prejudice to the provisions of art. 37;
IV – advance future income to investors, without prejudice to the possibility of early redemption, extraordinary amortization, or other form of early liquidation, provided it is stipulated in the issuance instrument or approved in a special assembly of investors;
V – apply abroad the resources raised with the issuance;
VI – contract or make loans in the name of the separate estates it administers; and
VII – neglect, under any circumstances, the defense of the rights and interests of the holders of securitization titles issued by it.
§ 1º In the case referred to in item I, investors must be adequately informed, including through express provisions in the issuance instrument regarding:
I – the existence and extent of the potential conflict of interest;
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
II – the measures adopted by the securitization company to mitigate the potential conflict of interest in question; and
III – the risk factors resulting from the potential conflict of interest in question.
§ 2º The securitization company may enter into an investment commitment with investors, in order to receive the subscribed resources for the acquisition of credit rights that will serve as collateral for its issuance according to capital calls, made in accordance with deadlines, decision-making processes, and other procedures established in the respective commitment.
§ 3º The securitization company may only substitute credit rights included in the separate estate in the cases listed below, and provided that the eligibility criteria and other terms and conditions established in the issuance instrument are met, as well as that the remuneration of investors or the total amount of credit rights linked to the issuance is not reduced, nor is the schedule of the operation postponed:
I – flaws in the assignment that may affect the collection of credit rights, including, for example, failures in the formalization of credit 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 ceiling of concentration of assignor or debtor.
Section III – Rules, Procedures, and Internal Controls
Art. 19. The securitization company must develop and implement rules, procedures, and internal controls, in writing, which must:
I – guarantee permanent compliance with current norms, policies, and regulations and with ethical and professional standards; and
II – be effective and consistent with the nature, complexity, and risk of the operations performed.
Art. 20. The securitization company must establish mechanisms to:
I – ensure control of confidential information accessed by its administrators, employees, and collaborators;
II – ensure the existence of periodic security tests for information systems, especially those maintained in electronic media;
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
III – implement and maintain a training program for administrators, employees, and collaborators who have access to confidential information or participate in the distribution process of certificates and securitization titles; and
IV – implement and maintain contingency and business continuity plans.
Art. 21. The director responsible for implementing and complying with rules, policies, procedures, and internal controls and this Resolution must send to the governing bodies of the securitization company, by the last business day of April of each year, a report relating to the civil year immediately preceding the delivery date, containing:
I – the conclusions of the examinations carried out;
II – recommendations regarding any deficiencies, with the establishment of remediation schedules, if applicable; and
III – the statement of the director responsible for securitization activities regarding the deficiencies found in previous verifications and the measures planned, according to a specific schedule, or effectively adopted to remedy them.
§ 1º The securitization company's report must cover all its wholly-owned subsidiaries, as referred to in § 1º of art. 3º.
§ 2º The report must be available to the CVM at the headquarters of the securitization company.
Art. 22. The financial earnings resulting from the application of resources originating from credit rights may be recognized by the securitization company, under the terms and conditions expressly provided in the issuance instrument, by evidencing the nature of such recognition in the financial statements.
Section IV – Segregation of Activities
Art. 23. The securitization company must keep its securitization activities segregated from the activities performed by the other legal entities of its economic group with which there is a potential conflict of interest, without prejudice to the possibility of sharing resources.
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
Section V – Duty to Provide Information by the Director Responsible for Securitization Activities
Art. 24. The director responsible for securitization activities is responsible for providing all information required by securities market regulation.
Sole paragraph. Whenever a securitization company in a special situation has its administrators replaced by a liquidator, judicial administrator, judicial manager, intervener, or similar figure, that person is equated to the director responsible for securitization activities, for all purposes provided in securities market regulation.
CHAPTER VI – SPECIAL ASSEMBLY OF INVESTORS
Section I - Competence
Art. 25. It is exclusively within the competence of the special assembly of investors to deliberate on:
I – the financial statements of the separate estate presented by the securitization company, accompanied by the report of independent auditors, within 120 (one hundred and twenty) days after the end of the social exercise to which they refer;
II – changes in the issuance instrument;
III – dismissal or substitution of the securitization company in the administration of the separate estate, in accordance with art. 39; and
IV – any decision relevant to the administration or liquidation of the separate estate, in cases of insufficient resources to liquidate the issuance or declaration of bankruptcy or judicial or extrajudicial reorganization of the securitization company, possibly deliberating even:
IV – any decision relevant to the administration or liquidation of the separate estate, in cases of insufficient assets to liquidate the issuance or declaration of bankruptcy or judicial or extrajudicial reorganization of the securitization company, possibly deliberating even:
a) the making of a capital contribution by investors;
b) the transfer in payment to investors of the values included in the separate estate;
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
b) the transfer of assets in payment to investors of the values included in the separate estate;
c) the auction of the assets comprising the separate estate; or
d) the transfer of the administration of the separate estate to another securitization company or to the fiduciary agent, if applicable.
§ 1º The issuance instrument may establish other matters within the competence of the special assembly of investors, in addition to those provided above.
§ 2º Financial statements whose audit report does not contain a modified opinion may be considered automatically approved if the corresponding special assembly of investors is not installed due to the non-attendance of investors.
§ 3º The issuance instrument may be altered independently of the deliberation of the special assembly of investors whenever such alteration:
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 entities administering organized markets or self-regulatory entities;
II – results from the substitution of credit rights by the securitization company;
III – results from the revolving of credit rights of agribusiness;
III – results from the revolving of credit rights;
IV – is necessary due to the update of the issuer's or service providers' registration data;
V – involves a reduction in the remuneration of service providers described in the issuance instrument; and
VI – results from the correction of a formal error and provided that the alteration does not result in any change in remuneration, payment flow, and guarantees of the issued securitization titles.
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
§ 4º The alterations referred to in § 3º must be communicated to the holders, within a period of up to 7 (seven) business days counted from the date they were implemented.
Section II – Convocation and Installation
Art. 26. The convocation of the special assembly of investors must be sent by the securitization company to each investor and made available on the page containing the information of the separate estate on the worldwide computer network.
Art. 26. The convocation of the special assembly of investors must be made available by the securitization company on the page containing the information of the separate estate on the worldwide computer network.
§ 1º The convocation of the special assembly of investors must be made at least 20 (twenty) days in advance of the date of its realization.
§ 1º The convocation of the special assembly of investors must be made at least 20 (twenty) days in advance of the date of its realization, except for decisions related to the insufficiency of assets included in the separate estate to satisfy the related securitization titles in full, in which case the period will be 15 (fifteen) days.
§ 1º-A The holding of first and second convocations, by means of a single notice, is admitted, in the case of a special assembly of investors convened to deliberate exclusively on the financial statements provided for in item I of art. 25, in such a way that the notice of the second convocation may be published simultaneously with the notice of the first convocation.
§ 2º The convocation of the special assembly of investors must contain, at minimum:
I – day, time, and place where the assembly will be held, without prejudice to the possibility of the assembly being held partially or exclusively in digital mode;
II – agenda containing all matters to be deliberated, not admitting that under the rubric of general matters there are matters that require the deliberation of the assembly; and
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021 III – indication of the page on the worldwide computer network where the investor can access the documents relevant to the agenda items necessary for debate and deliberation of the assembly. § 3º If the investor can participate in the assembly remotely, via an electronic system, the summons must contain information detailing the rules and procedures on how investors can participate and vote remotely in the assembly, including necessary and sufficient information for access and use of the system by investors, as well as whether the assembly will be held partially or exclusively in digital mode. § 4º The information required in § 3º may be disclosed in a summarized form, with indication of the address on the worldwide computer network where the complete information is available to all investors. Art. 27. The special assembly of investors may be convened by the securitization company itself, by the fiduciary agent, or upon request by investors who hold, in minimum, 5% (five percent) of the segregated patrimony or of the share of the class of securitization titles in specific that is being convened, if applicable. Sole paragraph. The summons must be directed to the securitization company, which must, within a maximum period of 30 (thirty) days counted from receipt, convene the special assembly of investors at the expense of the requesters, unless the assembly so convened deliberates otherwise. Art. 28. The special assembly of investors is installed with the presence of any number of investors. Art. 28. The special assembly of investors is installed with the presence of any number of investors, except in cases of deliberations related to the insufficiency of assets comprising the segregated patrimony for the full satisfaction of the corresponding securitization titles, which must be installed in first summons with the presence of holders of securitization titles representing, in minimum, 2/3 (two thirds) of the global value of the titles.
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021 I – in exclusively digital mode, if investors can only participate and vote via written communication or electronic system; or II – in partially digital mode, if investors can participate and vote both in person and remotely via written communication or electronic system. § 1º In the case of using an electronic medium, the securitization company must adopt means to guarantee the authenticity and security in the transmission of information, particularly the votes that must be cast via electronic signature or other equally effective means to ensure the identification of the investor. § 2º Investors may vote via written or electronic communication, provided it is received by the securitization company before the start of the assembly.
Section III – Deliberations
Art. 30. The deliberations of the special assembly of investors are taken by majority of votes of those present, without prejudice to the provisions of § 3º. Art. 30. The deliberations of the special assembly of investors are taken by majority of votes of those present, without prejudice to the provisions of § 3º of this article.
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021 § 4º The deliberation quorum required for the replacement of the securitization company in the administration of the segregated patrimony cannot be higher than securitization titles representing more than 50% (fifty percent) of the segregated patrimony. § 5º The issuance instrument may provide for the possibility of the assembly's deliberations being adopted via a formal consultation process, without the need for investors to meet, provided that in this case investors are granted a minimum period of 10 (ten) days to express their opinion. Art. 31. Only investors holding securitization titles on the date of the assembly summons, their legal representatives or legally constituted attorneys-in-fact for less than 1 (one) year, may vote in the special assembly. Art. 32. The following may not vote in the special assembly of investors:
I – service providers for the securitization operation, which includes the securitization company; II – partners, directors, and employees of the service provider; III – companies affiliated with the service provider, their partners, directors, and employees; and IV – any investor who has a conflicting interest with the interests of the segregated patrimony regarding the matter under deliberation. Sole paragraph. The prohibition provided in this article does not apply when:
I – the only investors are the persons mentioned in the items of the caput; or II – there is express acquiescence of the majority of the other investors present at the assembly, manifested in the assembly itself or in a power of attorney instrument that refers specifically to the assembly where the voting permission will be granted.
CHAPTER VII – PROVISION OF SERVICES
Section I – Hiring of Service Providers
Art. 33. The securitization company must hire the following service providers, with the hiring occurring for the benefit of the segregated patrimony, if any:
I – custodian for the assets and rights linked to the issuance or, alternatively, their registration in a registrar entity;
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021 II – registrar; III – independent auditor; and IV – fiduciary agent. § 1º The issuance instrument may assign the costs of the hiring provided for in the items of the caput to the segregated patrimony. § 2º The custodian, the registrar, and the independent auditor:
I – must hold registration with the CVM to exercise the activity; and II – are not subject to dismissal or replacement by deliberation of the special assembly of investors, unless expressly provided for in the issuance instrument or since that in common agreement with the securitization company. § 3º Within the scope of their activity in securitization operations, the rights and obligations established in the law and applicable regulation for the exercise of the function apply to the fiduciary agent. § 4º It is prohibited for the fiduciary agent or parties related to it to provide any other services for the issuance, with its participation being limited to activities directly related to its function. § 4º – REVOKED
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021 § 8º The securitization company may hire an agent for judicial or extrajudicial collection of delinquent credit rights, provided that the hiring is provided for in the issuance instrument and occurs for the benefit of investors, with the issuance instrument able to assign the costs of hiring to the segregated patrimony. § 9º The securitization company may hire risk classification for the issuance, observing the provisions of § 10, with the issuance instrument able to assign the costs of hiring to the segregated patrimony. § 10. In public distribution offers intended for investors who are not considered qualified, it is mandatory to have at least one report from a risk rating agency attributed to the securitization title distributed to the general public. § 10. In public distribution offers intended for the general public, it is mandatory to have at least one report from a risk rating agency attributed to the securitization title distributed.
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021 § 13. In the case referred to in § 12, the securitization company must have adequate rules and procedures, provided in writing and subject to verification, to ensure control and proper movement of the documentary evidence of the assets and rights linked to the issuance.
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021 d) copy of documentation related to operations linked to the issuance; II – pay, at its own expense, any punitive fines imposed by the CVM; III – keep the credit rights and other assets linked to the issuance:
a) registered in a registrar entity; or b) custodied in a custody entity authorized to exercise the activity by the CVM; IV – prepare and disclose the information provided for in this Resolution; V – convene and hold the special assembly of investors, as well as comply with its deliberations; VI – observe the rotation rule for independent auditors of the securitization company, as well as for the segregated patrimony, as provided in specific regulation; VII – comply and enforce all provisions of the issuance instrument; and VIII – adopt the necessary procedures for the execution of involved guarantees, if applicable. § 3º The extension of time regarding the rotation of hiring of auditors derived from the implementation of the audit committee does not apply to the segregated patrimony. § 4º In the event that additional resources are necessary to implement measures required for investors to be remunerated and the segregated patrimony does not have sufficient cash resources to adopt them, there may be, if provided for in the issuance instrument or after deliberation of the special assembly of investors, the issuance of a new series of securitization titles of the same issuance, with the specific purpose of raising the resources necessary for the execution of the required measures. § 5º In the event of § 4º, the raised resources are subject to the fiduciary regime, if constituted, and must integrate the segregated patrimony, to be used exclusively to enable the remuneration of investors. § 6º The issuance instrument for the securitization titles referred to in § 4º must be amended by the securitization company, in order to provide for the issuance of the additional series, its terms and conditions, and the specific destination of the raised resources.
Section III – Duties of Diligence and Supervision
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021 Art. 36. The securitization company must adopt diligence to verify whether the service providers hired for itself or for the benefit of the segregated patrimony possess:
I – adequate and sufficient human, technological, and structural resources to provide the contracted services; II – when it concerns a custodian or registrar entity, settlement, validation, control, reconciliation, and information monitoring systems that ensure adequate, consistent, and secure treatment for the credit rights custodied or registered therein; and III – adequate rules, procedures, and internal controls for the securitization operation. Sole paragraph. Securitization companies must supervise the services provided by third-party contractors that are not entities regulated by the CVM, being responsible to the CVM for the conduct of such service providers within the scope of the securitization operation.
CHAPTER VIII – CONTROL OF RESOURCES AND ASSUMPTION OF SEGREGATED PATRIMONY BY ANOTHER SECURITIZATION COMPANY
Section I – Control of Resources
Art. 37. The resources originating from the receipts of the credit rights collateralizing the securitization titles issued must be deposited directly in a checking account or payment account authorized and supervised by the Central Bank of Brazil, owned by the securitization company, opened exclusively for each issuance, and which must include the institution of the fiduciary regime, if applicable. § 1º The issuance instrument may provide that the resources originating from the receipts of the credit rights may be received directly in an escrow account or other type of account or arrangement in a financial institution, for subsequent transfer to the securitization company, according to rules and procedures established in the issuance instrument. § 1º The issuance instrument may provide that the resources originating from the receipts of the credit rights may be received directly in an escrow account or other type of account or arrangement in a financial institution or payment institution, for subsequent transfer to the securitization company, according to rules and procedures established in the issuance instrument.
SECURITIES COMMISSION BOARD
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
§ 2nd The account or arrangement referred to in § 1st is established jointly by the assignor and the securitization company with financial institutions, under contract, being intended to receive deposits to be made by the debtor and kept there, in custody, until their release.
§ 3rd The payments of defaulted credit rights subject to judicial or extrajudicial collection must be received by the securitization company in accordance with the provisions of this article.
§ 4th In securitization operations destined exclusively for professional investors, provided that this is expressly stipulated in the issuance instrument, resources arising from the receipt of credit rights may be received by the assignor in a checking or payment account with free movement, for subsequent transfer to the securitization company.
Art. 38. The resources comprising the separate estate cannot be used in operations involving financial derivative instruments, except if such operations are carried out exclusively for the purpose of asset protection.
Sole paragraph. In the event of the constitution of a separate estate, the derivatives used for the purposes of the protection referred to in the caput must be subject to the same fiduciary regime as the credit rights backing the issuance.
Section II – Transfer of Administration of the Separate Estate
Art. 39. The dismissal and replacement of the securitization company from the administration of the separate estate may occur in the following situations:
I – insufficiency of the assets of the separate estate to liquidate the issuance of securitization titles; I – insufficiency of the assets comprising the separate estate for the full satisfaction of the securitization titles;
II – declaration of bankruptcy or judicial or extrajudicial reorganization of the securitization company;
III – in cases expressly provided for in the original issuance instrument, which may be automatically applicable or subject to deliberation by the general assembly of investors, in accordance with the issuance instrument; or
IV – in any other circumstance decided by the special assembly of investors, provided that it has the consent of the securitization company.
SECURITIES COMMISSION BOARD
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
§ 1st In the case provided for in item I, it is incumbent upon the trustee to convene a special assembly of investors to deliberate on the administration or liquidation of the separate estate.
§ 1st In the case provided for in item I, it is incumbent upon the securitization company or, if it does not do so, the trustee to convene a special assembly of investors to deliberate on the administration or liquidation of the separate estate.
§ 2nd In the case provided for in item II, it is incumbent upon the trustee to immediately assume custody and administration of the separate estate and, within 15 (fifteen) days, convene a special assembly of investors to deliberate on the replacement of the securitization company or liquidation of the separate estate.
§ 2nd In the case provided for in item II, it is incumbent upon the trustee to immediately assume custody and administration of the separate estate and, within 15 (fifteen) days from its knowledge thereof, convene a special assembly of investors to deliberate on the replacement of the securitization company or liquidation of the separate estate, whose deadline for realization will be up to 20 (twenty) days in first call and up to 8 (eight) days in second call.
§ 3rd The special assemblies of investors of the SPEs referred to in Art. 3rd, § 1st, do not have competence to transfer control of the company to another securitization company, without prejudice to the cases of transfer of administration of the issuance collateral, in accordance with this article.
CHAPTER IX – ISSUANCE AND DISTRIBUTION OF SECURITIZATION TITLES
Art. 40. Each issuance corresponds to an issuance instrument and, if a fiduciary regime is instituted over the collateral, to a specific separate estate, and the securitization company must link all classes and series of the issuance to the same issuance instrument.
§ 1st Each issuance must be numbered sequentially, as well as each series of the same class.
§ 2nd The SPEs referred to in Art. 3rd, § 1st, must maintain a single issuance in circulation, being able to effect a new issuance of securitization titles only after the previous issuance has been liquidated.
Art. 41. Securitization titles may be issued in a single class or in senior and subordinated classes, being:
SECURITIES COMMISSION BOARD
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
I – the senior class one that does not subordinate itself to the other classes for amortization and redemption purposes; and
II – the subordinated class one that subordinates itself to the senior class for amortization and redemption purposes.
§ 1st The subordinated class can be divided into sub-classes, with different levels of subordination among themselves, the sub-class denominated “junior subordinated” being the one that subordinates itself to the other sub-classes, denominated “mezzanine subordinated.”
§ 2nd The senior class cannot be divided into sub-classes, admitting its division into series exclusively for the purpose of establishing, for each series, differentiated remuneration and distinct amortization deadlines.
§ 3rd Securitization titles of the same series must contain the same characteristics and confer equal rights and obligations to their holders, without prejudice to distinctions for series of the senior class, as provided for in this Resolution.
Art. 42. In addition to what is provided for in this Resolution, the regulation on public offerings for the distribution of securities in primary and secondary markets applies to public distributions of securitization titles.
Art. 43. The securitization company may act in the distribution of securitization titles of its own issuance, without hiring an intermediary institution up to the value of R$ 120,000,000.00 (one hundred and twenty million reais), observed, cumulatively, that:
I – complies with 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 of verifying the adequacy of products, services, and operations to the client profile;
c) norms that provide for identification, registration, record keeping, operations, communication, limits, and administrative liability regarding crimes of “money laundering” or concealment of assets, rights, and values;
SECURITIES COMMISSION BOARD
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
d) norm that provides for coordinators of public offerings for the distribution of securities, specifically regarding conduct rules;
II – appoints a director responsible for distribution and compliance with the norms referred to in items “a” and “b”, observed the provisions of Art. 5th, § 1st; and
II – appoints a director responsible for distribution and compliance with the norms referred to items “a”, “b” and “d”, observed the provisions of Art. 5th, § 1st; and
III – appoints a director responsible for compliance with the norms referred to in item “c”, who may be the same director referred to in Art. 5th, item II.
§ 1st The securitization company that acts in the distribution of securitization titles must update the applicable fields of the Reference Form whenever there are changes.
§ 2nd If it acts in the distribution of securitization titles, the securitization company cannot hire an autonomous investment agent to act in the distribution.
§ 2nd If it acts in the distribution of securitization titles, the securitization company cannot hire an investment advisor to act in the distribution.
Art. 43-A. Issuances of securitization titles must have debtors or co-obligors who possess, directly or indirectly, a maximum equivalent exposure of 20% (twenty percent) of the value of the issuance, unless the debtor or its co-obligor is:
I – a public company;
II – a financial institution or equivalent; or
III – an entity whose financial statements relating to the social year immediately preceding the date of issuance of the securitization title are prepared in accordance with the provisions of Law No. 6,404, of 1976, and audited by an independent auditor registered with the CVM.
SECURITIES COMMISSION BOARD
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
§ 1st For the purposes of the provision in the caput, the controlling shareholder, societies controlled directly or indirectly by them, their affiliates, and societies under common control are equated to the debtor or its co-obligor.
§ 2nd Compliance with the exposure limit provided for in the caput is waived if the securitization titles:
I – have as their target audience exclusively societies belonging to the same economic group, and their respective administrators and controlling shareholders, with trading of the securitization titles in the secondary market prohibited; or
II – are destined for subscription and negotiation exclusively by professional investors.
Section I – Revolving
Art. 43-B. Revolving is permitted in securitization operations.
§ 1st Revolving can only occur if the eligibility criteria and other terms and conditions established in the issuance instrument are met, as well as that the remuneration of investors or the total amount of credit rights linked to the issuance is not reduced, nor is the schedule of the operation postponed.
§ 2nd In the event of revolving, the securitization company must amend the issuance instrument, in order to link the new credit rights acquired to the issuance, within 45 (forty-five) days from the date of acquisition of the receivables.
Art. 43-C. Until they are used for the acquisition of new receivables, the resources resulting from the revolving of credit rights can only be used for application in federal public bonds, committed operations backed by federal public bonds, or shares of investment funds classified in the categories “Fixed Income – Short Term” or “Fixed Income – Simple.”
Sole paragraph. The portion of resources resulting from revolving that is not used, within the deadline established in the issuance instrument, in the acquisition of new credit rights, must be used in the amortization or redemption of securitization titles.
SECURITIES COMMISSION BOARD
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
CHAPTER X – INFORMATION DISCLOSURE
Section I – General Rules
Art. 44. Securitization companies must disclose information:
I – true, complete, consistent, and that does not mislead the investor;
II – written in simple, clear, objective, and concise language;
III – in a comprehensive, equitable, and simultaneous manner for the entire market; and
IV – useful for the evaluation of securitization titles issued by them.
§ 1st The disclosure of information about SPEs, in accordance with § 1st of Art. 3rd, is the obligation of the registered securitization company that is its parent.
§ 2nd Whenever the information disclosed by the securitization company is valid for a determinable period, such period must be indicated.
§ 3rd Factual information must be distinguished from interpretations, opinions, projections, and estimates.
§ 4th Whenever possible and appropriate, factual information must be accompanied by the indication of its sources.
§ 5th Securitization companies may disclose specific information requested by holders of securitization titles of their issuance, including regarding the format of its sending, and the disclosure of any information must be simultaneously made available on the securitization company’s page on the worldwide web.
Art. 45. Securitization companies must send periodic and occasional information to the CVM, according to content, form, and deadlines established by this Resolution.
Sole paragraph. The information sent to the CVM in accordance with the caput must be delivered simultaneously to the market administrator entities in which securitization titles of the securitization company are admitted to trading, in the manner established by them.
Art. 46. The securitization company must keep the following information updated on its page on the worldwide web:
SECURITIES COMMISSION BOARD
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
I – reference form;
II – code of ethics, in order to concretize the duties provided for in this Resolution;
III – rules, procedures, and description of internal controls, developed for compliance with this Resolution; and
IV – specific section for each issuance that has securitization titles in circulation, containing, at minimum:
a) applicable monthly report;
b) notifications, convocations of special assembly of investors, and eventual communications carried out by the securitizer regarding ongoing issuances;
c) audited financial statements of the respective separate estate, prepared in accordance with Art. 50; and
d) reports prepared by the trustee in accordance with specific regulation, when applicable, related to the respective issuance.
Sole paragraph. The contracted institutions must provide the securitization company with the information necessary for the updating of the section referred to in item IV, in accordance with their responsibilities in the securitization operation.
Section II – Periodic Information
Art. 47. The securitization company must send to the CVM through an electronic system available on the CVM’s page on the worldwide web, the following periodic information:
I – reference form, in accordance with Supplement C;
II – registration information, in accordance with Supplement D and the regulation that provides for the registration of participants in the securities market;
III – monthly reports of CRI issuances, in accordance with Supplement E, within 30 (thirty) days, counted from the end of the month to which they refer;
IV – monthly reports of CRA issuances, in accordance with Supplement F, within 30 (thirty) days, counted from the end of the month to which they refer;
SECURITIES COMMISSION BOARD
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
V – monthly reports of other securitization titles, in accordance with Supplement G, within 30 (thirty) days, counted from the end of the month to which they refer;
VI – audited financial statements of the securitization company, within 3 (three) months of the end of the social year, accompanied by the management report and the independent auditor’s report;
VII – if there are securitization titles in circulation that do not have the institution of a fiduciary regime, quarterly information form of the securitization company, prepared as provided for in the norm that provides for the registration of issuers of securities admitted to trading in regulated securities markets;
VIII – audited financial statements of each separate estate, within 3 (three) months of the end of the social year of the estate; and
IX – reports prepared by the trustee in accordance with specific regulation, when applicable, within 2 (two) business days, after the expiration of the period of 4 (four) months from the end of the social year or on the same day of its disclosure, whichever occurs first.
Subsection I – Reference Form
Art. 48. The reference form is an electronic document whose content reflects Supplement C, which must be delivered annually, within 5 (five) months counted from the date of the end of the social year.
Sole paragraph. The securitization company must update the corresponding fields of the reference form within 5 (five) business days counted from the occurrence of any of the following events:
I – public issuance of new securitization titles;
II – incorporation, share incorporation, merger, or spin-off involving the securitization company; and
III – declaration of bankruptcy, judicial reorganization, judicial or extrajudicial liquidation, or judicial homologation of extrajudicial reorganization of the securitization company.
Subsection II – Financial Statements of Securitization Companies
Art. 49. The financial statements of the securitization company must be prepared in accordance with Law No. 6,404, of 1976, and audited by independent auditors registered with the CVM.
SECURITIES COMMISSION BOARD
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
Sole paragraph. The financial statements must have a base date of March 31, June 30, September 30, or December 31 of each year,
Subsection III – Financial Statements of Separate Estates
Art. 50. The securitization company must send to the CVM, on the date they are made available to the public, which should not exceed 3 (three) months from the end of the social year, the financial statements of each separate estate, which must be prepared in accordance with Law No. 6,404, of 1976, and with CVM norms, and audited by independent auditors registered with the CVM.
Art. 50. The securitization company must send to the CVM, on the date they are made available to the public, which should not exceed 3 (three) months from the end of the social year of the respective separate estates, the financial statements of each separate estate, which must be prepared in accordance with Law No. 6,404, of 1976, and with CVM norms, and audited by independent auditors registered with the CVM.
§ 1st For the purposes of this Resolution, each separate estate is considered an entity that reports information for the preparation of individual financial statements, provided that the securitization company does not have to consolidate it in its statements, according to accounting standards applicable to corporations.
§ 2nd The financial statements referred to in the caput must be comparative with those of the previous year and contain:
I – balance sheet;
II – income statement;
III – cash flow statement prepared by the direct method; and
IV – explanatory notes.
§ 3rd The explanatory notes must contain, at minimum:
I – operational context, which must include, when applicable:
a) issuance start date;
SECURITIES AND EXCHANGES COMMISSION
Sete de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
b) summary of operations carried out; c) criteria provided for the rollover of credit rights, if applicable; d) method of use of derivatives and the risks involved; and e) risk retention mechanisms used in the securitization structure, such as real or personal guarantees, subordination or co-obligation, as well as, if applicable, the use of these mechanisms during the fiscal year
II – preparation basis;
III – description of the main accounting practices adopted, including the criteria for the establishment of provisions for losses due to impairment of credit rights; IV – detailed information, taking into account relevance, regarding credit rights, including:
a) description of acquired credit rights; b) overdue and future-due values, by maturity band, including amounts to be due with overdue installments; c) amount of the provision established and its movement during the fiscal year; d) guarantees directly related to the credit rights; e) collection procedures for defaulted credit rights, including the enforcement of guarantees and associated costs; f) pre-payment events occurred during the fiscal year and their impact on the result of the separate equity, the payment of due values, 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 securitization company to define this assessment, the values of acquired credit rights with or without substantial risk retention, and, for credit rights acquired without substantial risk retention, 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;
SECURITIES AND EXCHANGES COMMISSION
Sete de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
b) main political rights inherent to each class of certificate; and c) summary of the main decisions made by investors gathered in a special investors' assembly during the fiscal year;
VI – list of main service providers, their remuneration method, 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 audit, to the securitization company; IX – relevant subsequent events occurring after the closing date of the financial statements and before their issuance; and X – other information that the securitization company deems relevant for the complete understanding of the separate equity financial statements.
§ 4th The closing date of the fiscal year of each separate equity, 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.
Subsection IV – Financial Statements of Large Debtors
Art. 51. Securitization companies must annually submit to the CVM, through an electronic system available on the worldwide computer network, within 5 (five) business days counted from its availability to the public, audited financial statements of debtors who possess, directly or indirectly, exposure greater than 20% (twenty percent) of each issuance, unless the debtor is:
Art. 51. Securitization companies must annually submit to the CVM, through an electronic system available on the worldwide computer network, within 5 (five) business days counted from its availability to the public, audited financial statements of debtors or co-obligors who possess, directly or indirectly, exposure greater than 20% (twenty percent) of each issuance, unless the debtor or co-obligor is:
I – publicly-held company;
II – financial institution or equivalent; or
SECURITIES AND EXCHANGES COMMISSION
Sete de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
III – entity whose financial statements relating to the social fiscal year immediately preceding the date of issuance of the securitization title were prepared in accordance with the provisions of Law No. 6.404, of 1976, and audited by an independent auditor registered with the CVM.
§ 1st The financial statements referred to in the caput must be submitted by the due date of the securitization titles or until the fiscal year in which the credit rights cease to represent more than 20% (twenty percent) of the issuance, whichever occurs first.
§ 2nd The filing of the financial statements referred to in the caput is waived if the securitization titles:
I – are subject to a public distribution offering whose target audience is exclusively companies belonging to the same economic group, and their respective administrators and controlling shareholders, with the negotiation of the securitization titles in the secondary market prohibited; or
II – are subject to a public offering intended for subscription exclusively by professional investors.
§ 2nd The periodic submission of financial statements is waived if the securitization titles:
I – have as target audience exclusively companies belonging to the same economic group, and their respective administrators and controlling shareholders, with the negotiation of the securitization titles in the secondary market prohibited; or
II – are intended for subscription and negotiation exclusively by professional investors.
Section III – Eventual Information
Art. 52. The securitization company must send to the CVM, through an electronic system available on the worldwide computer network, the following eventual information regarding each issuance or the company, as applicable:
I – call notice for the special investors' assembly within 20 (twenty) days before the date scheduled for the holding of the assembly or on the same day of its first publication, whichever occurs first;
SECURITIES AND EXCHANGES COMMISSION
Sete de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
II – summary of decisions taken at the special investors' assembly, on the same day of its holding;
III – minutes of the special investors' assembly and general assembly of the securitization company, within 7 (seven) business days of its holding, accompanied by any statements of vote, dissent, or protest;
III-A – minutes of the board of directors or administrative council meeting that deliberates on the issuance of debentures, within 7 (seven) business days counted from its holding.
IV – communication regarding relevant act or fact regarding each issuance and the securitization company;
V – reports from risk rating agencies, contracted for each issuance or for the securitization company, and their updates, if any, on the date of their disclosure;
VI – communication, by the securitization company, of the change of independent auditor in accordance with specific regulation;
VII – issuance instrument and any amendments, within 7 (seven) business days of its signing;
VIII – initial petition for judicial reorganization, with all documents supporting it, on the same day of filing in court;
IX – judicial reorganization plan, on the same day of filing in court;
X – sentence denying or granting the request for judicial reorganization, with the indication, in the latter case, of the judicial administrator appointed by the judge, on the same day of its knowledge by the securitization company;
XI – request for homologation of the extrajudicial reorganization plan, with the financial statements raised specifically to support the request, on the same day of filing in court;
XII – sentence denying or granting the homologation of the extrajudicial reorganization plan, on the same day of its knowledge by the securitization company;
XIII – bankruptcy petition, provided it is based on a relevant value, on the same day of its knowledge by the securitization company; and
SECURITIES AND EXCHANGES COMMISSION
Sete de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
XIV – sentence denying or granting the bankruptcy petition, on the same day of its knowledge by the securitization company.
§ 1st The securitization company that delivers the minutes of the special investors' assembly on the same day of its holding is exempt from delivering the summary of decisions taken at the assembly.
§ 2nd The securitization company is exempt from preparing the call notice for the special investors' assembly, if such assembly has the participation of all investors.
§ 3rd The minutes of the special investors' assembly must indicate how many approvals, rejections, and abstentions each decision received.
§ 3rd-A It is considered that the provision of art. 62, § 5th, of Law No. 6.404, of 1976, is met with the submission by the securitization company to the CVM of the documents related to the issuance of debentures provided for in items III and III-A of the caput.
§ 4th The disclosure referred to in item IV of the caput must cover any relevant act or fact occurred or related to the issuances, the assets backing them, or the securitization company.
§ 5th Any decision of the investors' assembly or the securitization company, or any other act or fact of a political-administrative, technical, business, or economic-financial nature occurred or related to the issuances, the backing, or the securitization company that may influence in a considerable manner:
I – the quotation of the securitization titles issued or referenced to them;
II – the investors' decision to buy, sell, or hold the securitization titles issued or referenced to them; or
III – the investors' decision to exercise any rights inherent to the condition of holder of the securitization titles issued or referenced to them.
is considered relevant.
§ 6th The securitization company is obliged to immediately disclose the relevant act or fact, in the event that the information escapes control or if there is an atypical fluctuation in the quotation, price, or quantity traded of its issuances.
Art. 53. The securitization company registered in category S2 must send to the CVM, in addition to the information referred to in art. 52, through an electronic system available on the worldwide computer network, the following eventual information:
I – minutes of board of directors meetings, provided they contain deliberations intended to produce effects vis-à-vis third parties, accompanied by any manifestations sent by the councilors, within 7 (seven) business days counted from its holding; and
II – consolidated bylaws, within 7 (seven) business days counted from the date of the general shareholders' assembly that deliberated on the amendment of the bylaws.
CHAPTER XI – SECURITIZATION COMPANIES IN SPECIAL SITUATION
Art. 54. In addition to the provisions of this Resolution, the specific provisions on the matter established in the regulation that provides for the registration of issuers of securities admitted to trading in regulated markets apply to securitization companies in extrajudicial reorganization, judicial reorganization, bankruptcy, or liquidation.
Art. 55. The administrator or judicial manager, intervenor, liquidator, or similar figure of the securitization company in a special situation is obliged to comply with the provisions of this Resolution.
Art. 56. In the event of the decree of bankruptcy, judicial or extrajudicial reorganization, or liquidation of the securitization company, it is the duty of the fiduciary agent to immediately assume custody and administration of the separate equity and, within 15 (fifteen) days, convene a special investors' assembly to deliberate on the replacement of the securitization company or the liquidation of the separate equity.
CHAPTER XII – ARCHIVE MAINTENANCE
Art. 57. The securitization company must maintain, for a minimum period of 5 (five) years, or for a longer period as expressly determined by the CVM, all documents and information required by this Resolution, as well as all internal and external correspondence, all working papers, reports, and opinions related to the exercise of its functions.
§ 1st Digital images are admitted in substitution for original documents, provided that the process is carried out in accordance with the law that provides for the preparation and archiving of public and private documents in electromagnetic media, and with the decree that establishes the technique and requirements for the digitization of these documents.
§ 2nd The source document may be discarded after its digitization, except if it presents material damage that prejudices its legibility.
CHAPTER XIII – FINAL AND TRANSITORY PROVISIONS
Section I – Comminatory Fines
Art. 58. The securitization company is subject to the daily fine provided for in the specific norm that deals with commutatory fines due to non-compliance with the deadlines provided for in this Resolution for the delivery of periodic or eventual information, without prejudice to the provisions of art. 11 of Law No. 6.385, of 1976.
Section II – Serious Infraction
Art. 59. It is considered a serious infraction, for the purpose of the provisions of art. 11, § 3rd, of Law No. 6.385, of 1976, the violation of arts. 16 to 19, 22, 23, 26, 30, 33, § 4th, 35 to 38, 40, 41, § 2nd, 43, 52, 53, and 57 of this Resolution, as well as the non-celebration of amendments to the issuance instrument, in the cases where the action is mandatory.
Art. 59. It is considered a serious infraction, for the purpose of the provisions of art. 11, § 3rd, of Law No. 6.385, of 1976, the violation of arts. 16 to 19, 22, 23, 26, 30, 33, § 4th, 35 to 38, 40, 41, § 2nd, 43, 43-B and 43-C, 52, 53, and 57 of this Resolution, as well as the non-celebration of amendments to the issuance instrument, in the cases where the action is mandatory.
Section III – Transitory Provisions, Revocations, and Effectiveness
Art. 60. Securitization companies that are registered with the CVM at the time of publication of this Resolution must adapt to the present norm within 180 (one hundred and eighty) days after its entry into force.
Sole Paragraph. Non-compliance with the provisions of the caput of this article may result in the ex officio cancellation of the securitization company's registration, by the SSE, in accordance with art. 13 of this Resolution.
SECURITIES AND EXCHANGES COMMISSION
Sete de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
Art. 61. The migration of existing registrations at the time of the issuance of this Resolution will be carried out automatically by the CVM, and securitization companies must, within 30 (thirty) days after the entry into force of this Resolution, indicate:
I – the category for which they wish to have their registration transferred, in accordance with art. 3rd; and
II – if they wish to maintain their current issuer registration, in accordance with the regulation that provides for the registration of issuers of securities admitted to trading in regulated markets of securities.
Art. 62. Securitization companies that possess securitization titles in circulation on the date of entry into force of this Resolution are exempt from altering their respective issuance instruments to continue to effect the recognition of financial earnings referred to in art. 22, exclusively within the scope of ongoing securitization operations and without altering the rules and procedures adopted until then.
Art. 63. CVM Resolution No. 44, of August 23, 2021, shall enter into force with the following wording:
“Art. 1st ..............................................................
.. ........................................................................
Sole Paragraph. This Resolution does not apply to securitization companies exclusively registered in categories S1 or S2, in accordance with specific regulation, as well as to their issuances.” (NR)
Art. 64. CVM Resolution No. 51, of August 31, 2021, shall enter into force with the following wording:
“Art. 2nd ..............................................................
II – until March 31 of each year, confirm that the information contained in the form remains valid, with the exception of the participants mentioned in items V and VI of Annex A, who must confirm the information until April 30, and in item XXII, who must confirm the information until May 31. ...........................................................................”(NR)
“ANNEX A TO CVM RESOLUTION NO. 51, OF AUGUST 31, 2021
XX – fiduciary agent;
XXI – provider of electronic investment platform service for participative investment; and
SECURITIES AND EXCHANGES COMMISSION
Sete de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
XXII – securitization company.”(NR)
Art. 65. Item 22 is added to Annex B to CVM Resolution No. 51, of August 31, 2021, with the wording given by Supplement D of this Resolution.
Art. 66. CVM Resolution No. 47, of August 31, 2021, shall enter into force with the following wording:
“ANNEX A TO CVM RESOLUTION NO. 47, OF AUGUST 31, 2021
...........................................................................
Art. 1st ...............................................................
Participant Daily value due to non-delivery of information
.................................................. .....................................................................
Securitization Companies
(Categories S1 and S2)
I – R$ 600.00 (six hundred reais) for the reference form and financial statements accompanied by the required documents; and II – R$ 300.00 (three hundred reais) for the other documents.
.............................................. ............................................................................
”(NR)
Art. 67. The following are revoked:
I – CVM Instruction No. 414, of December 30, 2004; II – CVM Instruction No. 443, of December 8, 2006; III – art. 2nd of CVM Instruction No. 446, of December 19, 2006; IV – in CVM Instruction No. 480, of December 7, 2009:
a) item XII of art. 21; b) art. 25-A;
c) §§ 5th and 6th of art. 30; d) §§ 2nd and 3rd of art. 31; e) items II and III and sole paragraph of art. 32; f) item XXI of art. 68; g) items 2.1.a.viii and 2.1.a.ix of Annex 22; and i) Annexes 32-II and 32-III; and
V – art. 10 of CVM Instruction No. 554, of December 17, 2014; VI – CVM Deliberation No. 772, of June 7, 2017; VII – CVM Instruction No. 600, of August 1, 2018; VIII – CVM Instruction No. 603, of October 31, 2018; and IX – art. 9th and item VI of art. 24 of CVM Instruction No. 604, of December 13, 2018.
Art. 68. This Resolution enters into force on May 2, 2022.
Signed electronically 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 RESOLUTION NO. 60 OF DECEMBER 23, 2021
NORMATIVE ANNEX I
Provides for the Real Estate Receivables Certificates – CRI.
CHAPTER I – SCOPE AND PURPOSE
Art. 1. This Normative Annex I (“Annex I”) to CVM Resolution No. 60 provides for the issuance and public distribution of Real Estate Receivables Certificates (“CRI” or “certificate”), as defined in Art. 6 of Law No. 9.514, of 1997.
CHAPTER II – GENERAL CHARACTERISTICS
Art. 2. The real estate credits backing the issuance of CRI must have a concentration limit of 20% (twenty percent) per debtor or co-obligor.
§ 1. The percentage provided in the main text may be exceeded when the debtor or co-obligor:
I – has registration as a publicly-held company; II – is a financial institution or equivalent; or III – is an entity whose financial statements for the social year immediately preceding the date of issuance of the CRI were prepared in accordance with the provisions of Law No. 6.404, of 1976, and audited by an independent auditor registered with the CVM.
§ 2. For the purposes of the main text, the controlling shareholder, societies directly or indirectly controlled by them, their affiliates, and societies under common control are considered equivalent to the debtor or co-obligor.
Art. 2. REVOKED
Art. 3. Rollover is not permitted in real estate credit securitization operations.
Art. 3. REVOKED
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 RESOLUTION NO. 60 OF DECEMBER 23, 2021
Art. 4. The issuance of CRI intended for the general public is only permitted for CRI backed by credits subject to the fiduciary regime provided for in Art. 9 of Law No. 9.514, of 1997, originating from:
Art. 4. The issuance of CRI intended for the general public is only permitted for CRI backed by credits subject to the fiduciary regime provided for in Art. 25 of Law 14.430, of 2022, originating from:
I – properties with an “occupancy permit” (habite-se), or equivalent document, granted by the competent administrative body; or II – the acquisition or promise of acquisition of real estate units linked to developments subject to financing, provided they are part of a segregated asset pool, constituted in accordance with the provisions of Arts. 31-A and 31-B of Law No. 4.591, of December 16, 1964.
Sole Paragraph. If the credits are considered real estate by their destination, the SSE may waive compliance with the requirements set forth in items I and II of the main text, provided that the securitization operation has the following characteristics:
Sole Paragraph. If the credits are considered real estate by their destination, compliance with the requirements set forth in items I and II of the main text is waived, provided that the securitization operation has the following characteristics:
I – the backing of the CRI consists of real estate credits that are due regardless of any future event; II – the issuer of the assets constituting the backing of the CRI is a publicly-held company active in the real estate sector, in accordance with its corporate bylaws; III – a fiduciary regime is established over the real estate credits constituting the backing of the CRI; IV – the fiduciary agent is responsible for verifying the destination of the funds raised to real estate, thereby configuring the link provided for in item I of Art. 8 of Law 9.514, of 1997; and
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 RESOLUTION NO. 60 OF DECEMBER 23, 2021
IV – the fiduciary agent is responsible for verifying the destination of the funds raised to real estate; and
V – the public offering distribution documents provide that the funds raised will be effectively destined to real estate until the redemption of the CRI.
Art. 5. In issuances intended exclusively for qualified investors of CRI backed by credits related to properties with an “occupancy permit”, or equivalent document, granted by the competent administrative body, the certificate of annotation or registration of the securitization term may be sent to the CVM, within 90 (ninety) days after the start of the CRI distribution.
§ 1. In the event of using the option provided in the main text, the subscription of the CRI is conditioned, alternatively, to the following:
I – constitution, in favor of the CRI holders, of real or personal guarantees of value, at least equivalent to the redemption value provided for in Art. 8 of this Annex I, registered with an institution authorized by the CVM to provide liquidation and custody services, such guarantees remaining valid, at least, until the annotation or registration, as the case may be, of the securitization term; or II – retention in a restricted account or arrangement producing similar effects, until the annotation or registration of the securitization term, of the funds raised by the issuance, with such account administered by the issuer together with the leading intermediary institution of the distribution or with the fiduciary agent, or even with a financial institution specifically contracted for this purpose, the restricted account being discriminated in the form referred to in the main text, and the funds deposited therein applied at rates compatible with the redemption value.
§ 2. The annotation or registration of the securitization term must be communicated by the securitizing company or the fiduciary agent, within a maximum period of one business day, to the CVM and to the entity administering the regulated market in which the CRI is admitted to trading, and also to the clearing and settlement chamber.
§ 3. The public offering distribution registration will be cancelled if the securitizing company does not proceed with the annotation or registration, as the case may be, of the securitization term, or fails to observe the provisions of § 1.
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 RESOLUTION NO. 60 OF DECEMBER 23, 2021
CHAPTER III – PUBLIC OFFERING OF DISTRIBUTION
Art. 6. Provisional registration may be granted for the public offering of distribution of CRI intended exclusively for qualified investors, upon presentation to the CVM, by an entity administering a regulated market, at the request of the securitizing company, of the form contained in Supplement H, duly filled out.
Sole Paragraph. The provisional registration will be automatically cancelled, regardless of notification by the CVM, if the definitive registration of the public offering of distribution is not requested until the thirtieth day of the month following the month of granting the provisional registration.
Art. 7. The request for definitive registration of public offering of distribution must be presented to the CVM by the leading institution of the distribution, or by the securitizing company, if the intermediation of the offering is waived, by means of a form prepared in accordance with Supplement A, in addition to the information contained in Supplement H.
Sole Paragraph. If the distribution of CRI is exempt from obtaining registration with the CVM, it is the responsibility of the leading institution or, if acting in the distribution, of the securitizing company, to adopt the conduct provided for in the specific regulation on the matter.
Art. 8. The cancellation of the provisional registration and the denial of the request for definitive registration by the CVM result in the suspension of trading of the CRI and the need for their immediate redemption by the securitizing company, at the updated unit value, regardless of the consent of the CRI holders.
§ 1. The cancellation and denial provided for in the main text will be communicated by the CVM to the entities administering regulated securities markets and providers of liquidation and custody services, so that they proceed to block the trading of the CRI.
§ 2. The securitizing company must inform the CVM of the conditions under which the redemption was carried out within 3 (three) business days, counted from the date of denial of the registration or its cancellation.
CHAPTER III - REVOKED
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 RESOLUTION NO. 60 OF DECEMBER 23, 2021
CHAPTER IV – OFFENSES AND PENALTIES
Art. 9. In addition to the conduct set forth in Art. 59 of the Resolution, it constitutes a serious offense, for the purposes of § 3 of Art. 11 of Law No. 6.385, of 1976, the non-compliance with the provisions of Arts. 4 and 8 of this Annex I.
Art. 9. In addition to the conduct set forth in Art. 59 of the Resolution, it constitutes a serious offense, for the purposes of § 3 of Art. 11 of Law No. 6.385, of 1976, the non-compliance with the provisions of Art. 4 of this Annex.
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 RESOLUTION NO. 60 OF DECEMBER 23, 2021
NORMATIVE ANNEX II – AGRIBUSINESS RECEIVABLES CERTIFICATES
Provides for the Agribusiness Receivables Certificates – CRA.
CHAPTER I – SCOPE AND PURPOSE
Art. 1. This Normative Annex II (“Annex II”) to CVM Resolution No. 60 provides for the issuance and public distribution of Agribusiness Receivables Certificates (“CRA” or “certificate”), as defined in Art. 32 of Law 11.076, of 2004.
Art. 1. This Normative Annex II (“Annex II”) to CVM Resolution No. 60 provides for the issuance and public distribution of Agribusiness Receivables Certificates (“CRA” or “certificate”), as defined in Art. 36 of Law 11.076, of 2004.
CHAPTER II – GENERAL CHARACTERISTICS
Section I – Backing and Destination of Funds
Art. 2. The CRA must be linked to credit rights originating from transactions 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 and livestock products;
II – agricultural and livestock inputs; or
III – machinery and equipment used in agricultural and livestock activity.
§ 1. By commercialization of the agricultural and livestock products referred to in item I of the main text, is understood the activity of purchase, sale, export, intermediation, storage, and transport of products in natura.
§ 2. The in natura agricultural and livestock product referred to in § 1 is that in its natural state, of animal or vegetable origin, which does not undergo a processing or industrialization process, except if:
I – the processing is characterized as the first modification or preparation of the product, by the rural producer itself, without removing its original characteristics such as, for example, the processes of washing, cleaning, ginning, hulling, shelling, threshing, drying, pressing, and stacking; 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 making, cooking, distillation, milling, roasting, crystallization, or smelting, among others.
§ 3. For the purposes of § 1, by-products or residues that, through the rudimentary processing or industrialization referred to in § 2, emerge in a new form, such as husk, bran, straw, fur, and kernel, among others, are considered equivalent to the in natura agricultural and livestock product.
§ 4. The agribusiness credit rights referred to in the main text 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 destination of the resources to be given by the debtor or the assignor; II – debt instruments issued by the third parties referred to in the main text, linked to an existing commercial relationship between the third party and rural producers or their cooperatives; or III – debt instruments issued by rural producers, or their cooperatives.
§ 5. Credit rights from transactions carried out between distributors and third parties are also accepted as backing for CRA, provided they are explicitly linked, through contractual instruments or credit titles, to the distributor's sales to rural producers, with the securitizing company required to prove them prior to the issuance of the CRA.
§ 6. The credit rights referred to in § 4 may be subscribed directly by the securitizing company, without the need for assignment by third parties.
§ 7. The resources received by third parties with the issuance of the debt used as backing for CRA must be destined to rural producers, for the purpose of proving the linkage referred to in the main text and in § 4, item II.
§ 8. The destination of the resources 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 timeframes compatible with those of the certificate issuance, and verified semi-annually by the fiduciary agent.
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 RESOLUTION NO. 60 OF DECEMBER 23, 2021
§ 9. In the event of debt instruments issued by the rural producer, in accordance with item III of § 4, the funds raised in the issuance must be specifically destined to the production, commercialization, processing, and industrialization activities comprised in Art. 3.
Art. 3. Public issuances of CRA must:
I – have the fiduciary regime established over the backing and the constitution of a corresponding separate estate; and
II – have the backing constituted by agribusiness 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 20% (twenty percent) of the value of the issuance, 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 for 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 1976, and audited by an independent auditor registered with the CVM.
III. REVOKED
§ 1. For the purposes of item III, the controlling shareholder, societies directly or indirectly controlled by them, their affiliates, and societies under common control are considered equivalent to the debtor or co-obligor.
§ 1. REVOKED
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 RESOLUTION NO. 60 OF DECEMBER 23, 2021
§ 1-A. In addition to the exceptions present in items I to III of Art. 43-A of the general part of this Resolution, CRA issuances whose debtor or co-obligor is an agricultural cooperative are not subject to the exposure limit referred to in the main text of that article, provided that the cooperative has its financial statements for the social year immediately preceding the date of issuance of the CRA audited by an independent auditor registered with the CVM.
§ 2. If the issuance is exclusively intended for professional investors, compliance with this article is waived.
§ 2. Compliance with the provisions of the main text of this article is waived if the securitization titles:
I – have as their target audience exclusively companies belonging to the same economic group, and their respective administrators and controlling shareholders, with trading of the securitization titles in the secondary market prohibited; or II – are intended for subscription and trading exclusively by professional investors.
Section II – Rollover
Art. 4. Rollover is permitted in situations where the cycle of planting, development, harvest, and commercialization of the agricultural and livestock products and inputs linked to the CRA does not allow, at the time of its issuance, the linking of credit rights with terms compatible with the maturity of the certificate.
§ 1. Rollover is considered the acquisition of new agribusiness credit rights using resources originating from the credit rights and other assets and rights that make up the backing of the issuance.
§ 2. The total amount of credit rights linked to the CRA must be compatible with the payment of remuneration and amortization provided for the issuance.
§ 3. Rollover can only occur if the eligibility criteria and other terms and conditions established in the issuance instrument are met, as well as if the remuneration of investors or the total amount of credit rights linked to the issuance is not reduced, nor is the schedule of the operation postponed.
§ 4. In the event of rollover, the securitizing company must amend the issuance instrument, in order to link the new credit rights acquired to the issuance, within 45 (forty-five) days from the date of acquisition of the receivables.
§ 1. REVOKED
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 RESOLUTION NO. 60 OF DECEMBER 23, 2021
§ 2. REVOKED
§ 3. REVOKED
§ 4. REVOKED
Art. 5. While not used for the acquisition of new receivables, the resources resulting from the rollover of credit rights can only be used for investment in federal public bonds, repurchase operations backed by federal public bonds, or in shares of investment funds classified in the categories “Fixed Income – Short Term” or “Fixed Income – Simple”, in accordance with specific regulation.
Sole Paragraph. The portion of resources resulting from rollover that is not used, within the period established in the securitization term, in the acquisition of new credit rights, must be used in the amortization or redemption of the securitization titles.
Art. 5. REVOKED
CHAPTER III – PUBLIC OFFERING OF DISTRIBUTION
Section I – Distribution Registration
Art. 6. The request for registration of public offering of distribution must be presented to the CVM by the leading institution of the distribution, or, if the intermediation of the offering is waived, by the securitizing company, by means of a form prepared in accordance with Supplement J.
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 RESOLUTION NO. 60 OF DECEMBER 23, 2021
Sole Paragraph. If the distribution of CRAs is exempt from obtaining registration with the CVM, it is the responsibility of the lead institution or, if it acts in the distribution, of the securitization company, to adopt the conduct provided for in the specific regulation on the matter.
Section I – REVOKED
Section II – Offers to Non-Qualified Investors
Section II – Offers to the General Public
Art. 7. CRAs offered to investors who are not considered qualified must cumulatively:
I – have substantial retention of risks and benefits by the originator or third parties, as defined in the accounting standards issued by the CVM for publicly held companies, unless the CRA is linked to the debt of 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 securitization company; III – have debtors or co-obligors with a maximum exposure of 20% (twenty percent) of the issuance value, 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 originator or originators under common control.
§ 1st The risk retention referred to in item I may occur, among other means, through the issuance, for the originator or third parties, of certificates of a subordinated class or, still, through the assumption of co-obligation or the contracting of insurance.
§ 2nd By performed credits referred to in item II are understood those in which the product object of the purchase or sale has already been delivered or in which the service provision has already occurred.
CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
§ 3rd Debt titles linked to the issuance are equated 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, societies directly or indirectly controlled by them, their affiliates, and societies under common control are equated to the debtor or co-obligor. § 4th – REVOKED
§ 5th Only certificates that meet the provisions of this article on the date of registration of the offer may be acquired in regulated securities markets by investors considered non-qualified.
§ 6th In cases where the risk retention obligation is fulfilled through co-obligation by the originator, in accordance with item I, the exposure limit per co-obligor of 20% (twenty percent) of the issuance value does not apply. § 6th In cases where the risk retention obligation is fulfilled through co-obligation by the originator, in accordance with item I, the exposure limit per co-obligor of 20% (twenty percent) of the issuance value does not apply, as provided for in art. 43-A of the general part of this Resolution.
CHAPTER IV – OFFENSES AND PENALTIES
Art. 8. In addition to the conduct provided for in art. 59 of the Resolution, it constitutes a serious offense, for the purposes of the provisions of art. 11, § 3rd, of Law No. 6.385, of 1976, the violation of arts. 2, 4 and 7, of this Annex II.
CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
SUPPLEMENT A TO CVM RESOLUTION NO. 60, OF DECEMBER 23, 2021 Minimum content of the issuance instrument referred to in art. 2, item VI, of the Resolution.
Art. 1. The denomination of the issuance instrument must contain the issuance number, followed by the name of the issuer, and:
I – the identification of the debtor, in the case where the certificate is linked to a single debtor or debtors under common control; II – if item I is not observed, the identification of the originator, when, cumulatively:
a) the issuance instrument is linked to credit rights owned by a single originator or originators under common control; and b) there is risk retention of the issuance by the originator; or III – the expression of the term “diversified”, in other cases.
Art. 2. The issuance instrument must contain the following minimum clauses:
I – identification of the securitization titles:
a) qualification of the securitization company; a) name of the securitization company;
CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
e) discrimination of the values, form, place and dates of payment of the nominal value, settlement, and, if applicable, amortizations;
II – characteristics of the classes and series of the issuance and respective political and economic rights, including information on levels of subordination and payment order among themselves of mezzanine subordinated classes, if applicable;
III – if any, the minimum ratio between subordination and the global value of the securitization titles (“subordination index”), the periodicity for calculation and disclosure to investors of this ratio, as well as the formula adopted for the calculation of such index, which must be consistent and verifiable;
IV – the procedures applicable for the recomposition of the subordination index, when applicable;
V – characteristics of the credit rights, including:
a) the identification of the debtor, except in the case of natural person debtors in operations in which the average value of the credit rights is reduced; b) the nominal value; and c) the maturity;
VI – indication and description of other guarantees of the securitization operation, such as overcollateralization mechanisms or risk retention by the originator, if any; VI – indication and description of other guarantees of the securitization operation, such as overcollateralization mechanisms or risk retention by the originator, surety or real guarantees for the amortization of the receivable certificates included in the issuance or of specific classes and series, if applicable;
CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
VII – possibility and conditions for the substitution of the credit rights that serve as collateral, observing the provisions of § 4th;
VIII – declaration, by the securitization company, of the establishment of the fiduciary regime over the collateral, if applicable, which must also specify the assets, rights, and guarantees that make up the collateral;
IX – the appointment of a fiduciary agent, with the definition of its duties, responsibilities, and remuneration, as well as the hypotheses, conditions, and form of its dismissal or substitution and the other conditions of its performance, observing the provisions of the specific CVM norm regarding the exercise of this activity;
X – characteristics of the issued classes and series that differentiate them, including information on the subordination and payment order among themselves of mezzanine subordinated classes; X – REVOKED
XI – charges specific to the separate estate, within the scope of the securitization operation, it being certain that any charges not provided for in the issuance instrument must be attributed to the securitization company, unless:
a) it concerns charges not foreseen, provided that they are, in a reasoned manner by the securitization company, specific to the securitization operation and exigible for the good administration of the separate estate; and b) there is subsequent ratification in a deliberation of the special assembly of investors;
XII – eventual provisions or reserves for the exercise of judicial or extrajudicial collection of defaulted credits;
XIII – policy on the use of derivatives, if any;
XIV – form of settlement of the separate estate;
XV – events of early liquidation of the securitization title and, in the case of decision by the special assembly of investors for non-liquidation, the eventual situations that entail the liquidation of the senior securitization titles of dissenting investors who so request;
XVI – clause of correction by exchange rate variation, if any; and
CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
XVII – possibility of revolving the portfolio of credit rights and, if admitted, maximum period between the effective receipt of resources and the new acquisition of credit rights by the securitization company.
§ 1st The issuance instrument must provide that, in the event of liquidation of the securitization title, senior holders have the right to share the collateral in proportion to the values provided for amortization or redemption of the respective series and within the limit of these same values, on the liquidation date, any type of preference, priority, or subordination among holders of the same series being prohibited.
§ 2nd If it concerns the issuance of CRIs, in addition to the content provided for in item V of the head, the following information must be present:
I – the real estate to which the securitization operation is linked, if any; II – indication of the real estate registry office where it is registered; III – status of the registration, matricula, and number of the entry of the act by which the real estate credit right was assigned; and IV – if the real estate object of the credit right has a “habite-se” (occupancy permit) and if it is under an incorporation regime, in accordance with the law.
§ 3rd If it concerns the issuance of CRAs where the collateral consists of debt titles issued by third parties, linked to a commercial relationship existing between the third party and the rural producer, in addition to the content provided for in item V of the head, the issuance instrument must objectively describe the link between the third party and the rural producer.
§ 4th The CRA issuance instrument must also contain the possibility of revolving the portfolio of credit rights and, if admitted, maximum period between the effective receipt of resources and the new acquisition of credit rights by the securitization company. § 4th – REVOKED
CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
Art. 3. The issuance instrument of securitization titles backed by real estate credit rights must be registered or annotated, as the case may be:
I – in the competent real estate registry office; or II – in the custodian institution, when a fiduciary regime is established and the collateral of the issuance consists of Real Estate Credit Notes (Cédulas de Crédito Imobiliário), in the form of art. 23 of Law No. 10.931, of August 2, 2004. Art. 3. The issuance instrument of securitization titles backed by real estate credit rights must be registered in the competent real estate registry office, except when the collateral of the issuance consists of Real Estate Credit Notes.
Art. 4. If one of the characteristics of the securitization operation informed to investors is the origination of positive externalities through environmental, social, or governance aspects, the issuance instrument must inform in a precise and clear manner:
I – what the expected externalities are; and
II – what methodologies, principles, or guidelines are adopted in the identification and, if applicable, monitoring of the externalities.
Art. 4. If one of the characteristics of the securitization operation informed to investors is the origination of environmental, social, or governance benefits, the issuance instrument must inform in a precise and clear manner:
I – what the expected benefits are; and
II – what methodologies, principles, or guidelines are adopted in the identification and, if applicable, monitoring of the benefits.
CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
SUPPLEMENT B TO CVM RESOLUTION NO. 60, OF DECEMBER 23, 2021 Documents for the instruction of the registration request of the securitization company, in accordance with art. 4 of the Resolution.
Art. 1. The registration request of the securitization company in category S1 must be accompanied by the following documents:
I – request signed by the director responsible for securitization activities, indicating the intended registration category; II – simple copy of the constitutive acts in their current and updated version, duly archived, which must contain provision for the exercise of the activity and the indication of the directors referred to in art. 5 of the Resolution; III – registration information provided for in the Resolution dealing with the registry of participants in the securities market; IV – reference form specified in Supplement C of the Resolution duly filled out and updated until the last business day of the month prior to the protocol of the authorization request with the CVM, with the justification of the applicant if it still does not possess some requested data; V – minutes of the general assembly that approved the registration request; VI – minutes of the board of directors meeting or the general assembly of shareholders that designated the directors referred to in art. 5 of the Resolution; VII – social bylaws, consolidated and updated, accompanied by a document proving:
a) approval by shareholders or equivalent persons; and b) prior approval or homologation by the regulatory body of the market in which the securitization company operates, when such administrative act is necessary for the validity or efficacy of the bylaws; VIII – financial statements, audited by an independent auditor registered with the CVM, referring to the last two fiscal years, prepared in accordance with the accounting standards applicable to the securitization company; and IX – financial statements, audited by an independent auditor registered with the CVM, specially prepared for registration purposes referring to a subsequent date, preferably coincident with the closing date of the last quarter of the current fiscal year, but never prior to 120 (one hundred and twenty) days counted from the date of the registration request protocol, if:
a) a relevant change has occurred in the equity structure of the securitization company after the closing date of the last fiscal year; or b) the securitization company was constituted in the same fiscal year as the registration request.
Sole Paragraph. Regarding the financial statements provided for in items VIII and IX, audit reports containing a modified opinion on the financial statements are not accepted.
Art. 2. The registration request of the securitization company for category S2 must be accompanied by all documents and information required in art. 1 of this Supplement B, plus the following information:
I – minutes of all general assemblies of shareholders held in the last 12 (twelve) months or equivalent documents; II – copy of shareholders’ agreements or other social pacts archived at the headquarters of the securitization company; III – policy on information disclosure and trading of securities issued by members of the administration and employees; and IV – declarations regarding the securities of the securitization company held by administrators, members of the fiscal council, and of any bodies with technical or consultative functions created by statutory provision, in accordance with specific norms regarding the subject.
CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
SUPPLEMENT C TO CVM RESOLUTION NO. 60, OF DECEMBER 23, 2021 Content of the reference form of the securitization company provided for in item I of art. 47 of the Resolution.
SECURITIZATION COMPANY
1.1 Declarations by the directors responsible for the securitization activity and for the implementation and compliance with rules, policies, procedures, and internal controls and of the Resolution, attesting that:
a. they reviewed the reference form and that the information contained therein meets the provisions of the Resolution. b. the set of information contained therein is a true, accurate, and complete portrait:
i) of the structure, business, policies, and practices adopted by the securitization company. ii) of the economic-financial situation of the securitization company and the risks inherent to its activities and to the securities issued by it.
2.1 Date of commencement of its activities
2.2 Number, volume, and percentage of issuances:
a. completed (100%) [a = b + c + d + e] b. settled at maturity
c. Settled early (pre-payment)
d. Overdue and in renegotiation, restructuring, or execution of guarantees phase e. Defaulted and unpaid
3.1 Describe the human resources of the securitization company, providing the following information:
a. number of shareholders in the control block b. number of employees
c. number of outsourced workers
3.2 Describe the technological resources used for the control of securitization operations, including aspects related to information security and contingency procedures.
4.1 Regarding independent auditors, indicate:
a. business name b. names of responsible persons, CPF, and contact data (phone-email)
c. date of hiring of services
d. description of contracted services e. eventual substitution of the auditor, informing:
i) justification for the substitution
COMMISSION FOR SECURITIES AND EXCHANGE
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 RESOLUTION NO. 60 OF DECEMBER 23, 2021
ii) any reasons presented by the auditor in disagreement with the securitization company's justification for its replacement, in accordance with the specific CVM regulation regarding the matter
4.2 Inform the total amount of remuneration of independent auditors in the last fiscal year, discriminating the fees related to audit services and those related to any other services provided
5.1 Information on the issuances of the securitization company
a. Total value of the outstanding stock on the reference date of the securitization operations submitted to the fiduciary regime b. Total value of the outstanding stock on the reference date of securitization operations not submitted to the fiduciary regime, if applicable.
c. Evolution of the total stock of securitization operations over the last 5 (five) years up to the reference date. (base date: 12/31)
5.2 Financial information of the securitization company, excluding its securitization issuances
a. total liabilities for payment:
i) up to 30 days ii) up to 90 days iii) up to 180 days iv) up to 360 days v) after 360 days b. current liquidity (current assets / current liabilities)
c. immediate liquidity (cash and equivalents / current liabilities)
d. general liquidity [(current assets + non-current assets) / (current liabilities + non-current liabilities)] e. total indebtedness (current liabilities + non-current liabilities / assets) f. return on assets (net profit / total assets) g. return on equity (net profit / equity) h. total taxes to be recovered (R$)
i. estimate of the recovery period for taxes (R$):
i) within 1 year ii) within 2 years iii) within 3 years iv) between 3-5 years v) above 5 years j. index (total taxes to be recovered / average net profit of the last 3 years)
6.1 Briefly describe other activities developed by the securitization company, if applicable, highlighting:
a. potential conflicts of interest existing between such activities
COMMISSION FOR SECURITIES AND EXCHANGE
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 RESOLUTION NO. 60 OF DECEMBER 23, 2021
b. information on activities carried out by controlling, controlled, affiliated companies and under common control of the securitization company and the potential conflicts of interest existing between such activities
c. the controls implemented for the segregation of activities carried out by the other legal entities of its economic group
7.1 Describe the economic group in which the securitization company is included, indicating:
a. all direct and indirect controlling partners, whether natural or legal persons, including the participation percentages of each in the capital of the securitization company b. controlled and affiliated companies
c. participations of the securitization company in group companies
d. corporate participations, equal to or greater than 5% (five percent), of all controlling partners in other legal entities, regardless of whether they are related to the securitization company or not. e. companies under common control in relation to the securitization company
7.2 Insert an organizational chart of the economic group in which the securitization company is included.
8.1 Describe the administrative structure of the securitization company, as established in its contract or articles of association and internal regulations, identifying:
a. responsibilities of each body, committee and technical department b. regarding committees, their composition, frequency of meetings and how their decisions are recorded
c. regarding board members, their responsibilities and individual powers
8.2 Insert an organizational chart of the administrative structure of the securitization company compatible with the information presented in item 8.1.
8.3 Regarding each director, indicate, in table form:
a. names b. ages
c. professions
d. CPF or passport numbers e. positions held f. dates of assumption of office g. terms of office, if applicable h. other positions or functions held in the securitization company, if applicable
i. description of any of the following events that have occurred during the last 5 years:
i) any criminal conviction ii) any conviction in CVM administrative proceedings and the penalties applied iii) any final conviction, in the judicial or administrative sphere, that suspended or disqualified him from practicing any professional or commercial activity j. curriculum, containing the following information:
COMMISSION FOR SECURITIES AND EXCHANGE
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 RESOLUTION NO. 60 OF DECEMBER 23, 2021
i) completed courses ii) approval in professional certification exam iii) main professional experiences during the last 5 years, indicating:
8.4 Provide information on the structure maintained for the administration of securitization operations, including:
a. number of professionals b. nature of activities developed by its members
c. information systems, routines and procedures involved
8.5 Provide information on the structure maintained for the verification of permanent compliance with legal and regulatory standards applicable to the securitization activity and for the supervision of services provided by contracted third parties, including:
a. number of professionals b. nature of activities developed by its members
c. information systems, routines and procedures involved
d. how the company ensures the independence of the work performed by the sector
8.6 Provide information on the structure maintained for the selection, monitoring and collection of receivables, formalization of guarantees and formalization of securitization operations, including:
a. number of professionals b. information systems, routines and procedures involved
c. the indication of a person responsible for the area and description of their experience in the activity
8.7 Provide information on the area responsible for the distribution of securitization titles of its issuance, including:
a. number of professionals b. nature of activities developed by its members
c. training program for professionals involved in the distribution of quotas
d. available infrastructure, containing a discriminated list of equipment and services used in distribution e. information systems, routines and procedures involved
9.1 Describe the policy for selection, hiring and supervision of service providers
9.2 Describe the negotiation policy referred to in art. 17, VI, of the Resolution
9.3 Describe the mechanisms for controlling confidential information to which its administrators, employees and collaborators have access, ensure the existence of periodic security tests for information systems, especially those maintained in electronic media
9.4 Describe contingency and business continuity plans
COMMISSION FOR SECURITIES AND EXCHANGE
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 RESOLUTION NO. 60 OF DECEMBER 23, 2021
9.5 Describe the policies, practices and internal controls for compliance with the specific standards provided for in art. 19 of the Resolution
9.6 Describe the policies, practices and internal controls for compliance with the specific standards provided for in art. 43 of the Resolution, if it decides to act in the distribution of securitization titles of its issuance
9.7 Address of the securitization company's page on the worldwide web where the documents required by art. 46 of the Resolution can be found
10.1 Indicate, exclusively in percentage terms of the total revenue earned in the 36 (thirty-six) months prior to the base date of this form, the revenue resulting from:
a. Fixed revenues from the administration of separate assets and other issuances b. Spread revenues or from "surpluses" of separate assets and other issuances
c. Revenues from structuring services
d. Issuance/distribution revenues e. Revenues from own financial applications f. Other revenues: discriminate
11.1 Describe judicial, administrative or arbitral proceedings, which are not under confidentiality, in which the securitization company appears in the passive pole, which are relevant to the company's business, indicating:
a. main facts b. values, assets or rights involved
11.2 Describe judicial, administrative or arbitral proceedings, which are not under confidentiality, in which the director responsible for the securitization activity appears in the passive pole and which affect his professional reputation, indicating:
a. main facts b. values, assets or rights involved
11.3 Describe other relevant contingencies not covered by the previous items
11.4 Describe judicial, administrative or arbitral convictions, final and unappealable, issued in the last 5 (five) years in proceedings that are not under confidentiality, in which the securitization company appeared in the passive pole, indicating:
a. main facts b. values, assets or rights involved
12.1 Directors must comment on:
a. general financial and patrimonial conditions of the securitization company, including its capital structure b. performance of each series with fiduciary regime, comparing expected and realized performance in the period
COMMISSION FOR SECURITIES AND EXCHANGE
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 RESOLUTION NO. 60 OF DECEMBER 23, 2021
c. accusations resulting from administrative proceedings, as well as punishments suffered, in the last 5 (five) years, as a result of activity subject to the control and supervision of the CVM, Central Bank of Brazil, Private Insurance Superintendence – SUSEP or the National Superintendence of Complementary Pension – PREVIC, including that he is not disqualified or suspended from holding a position in financial institutions and other entities authorized to operate by the cited bodies
d. convictions for bankruptcy crime, malfeasance, bribery, extortion, embezzlement, "money" laundering or concealment of assets, rights and values, against the popular economy, the economic order, consumer relations, public faith or public property, the national financial system, or the criminal penalty that prohibits, even temporarily, access to public positions, by final decision, except for the case of rehabilitation e. impediments to administer their assets or dispose of them due to judicial and administrative decision f. inclusion in credit protection services registry and titles protested against them g. inclusion in the list of defaulting principals of an entity administering an organized market
13.1 Describe the rules, policies and practices relating to special investor assemblies, indicating:
a. addresses (physical or electronic) where the documents relating to the assembly will be available to investors for analysis b. formalities necessary for acceptance of proxies granted by investors, indicating whether the issuer securitization company requires or dispenses with signature recognition, notarization, consularization and sworn translation and whether the issuer securitization company admits proxies granted by investors electronically
c. if the company provides forums and pages on the worldwide web intended to receive and share investors' comments on the agendas of the assemblies
d. Other information necessary for remote participation and the exercise of the right to vote remotely
COMMISSION FOR SECURITIES AND EXCHANGE
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 RESOLUTION NO. 60 OF DECEMBER 23, 2021
SUPPLEMENT D TO CVM RESOLUTION NO. 60, OF DECEMBER 23, 2021 Provides for the content of the registration information referred to in art. 47, II, of the Resolution 22 - REGISTRATION INFORMATION RELATING TO SECURITIZATION COMPANIES
1 General Data
1.1 Corporate Name
1.2 Date of the last change of corporate name
1.3 Previous corporate name
1.4 Date of incorporation
1.5 CNPJ (Corporate Tax ID)
1.6 CVM Code
1.7 Date of registration with CVM
1.8 Category of registration with CVM
a) S1 b) S2
1.9 Date of registration in the current CVM category
1.10 Status of registration with CVM:
a) active b) under analysis c) not granted d) suspended e) cancelled
1.11 Date of start of the status of registration with CVM
1.12 Status of the securitization company:
a) pre-operational phase b) operational phase
COMMISSION FOR SECURITIES AND EXCHANGE
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 RESOLUTION NO. 60 OF DECEMBER 23, 2021
c) in judicial reorganization or equivalent d) in extrajudicial reorganization e) in bankruptcy f) in extrajudicial liquidation g) in judicial liquidation h) paralyzed
1.13 Date of start of the status of the securitization company
1.14 Type of shareholding control
a) state-owned b) foreign c) national private
1.15 Date of the last change of the type of shareholding control
1.16 Date of closure of the fiscal year
1.17 Date of the last change of the fiscal year
1.18 Securitization company's page on the worldwide web
1.19 Communication channels used by the securitization company
a) Newspapers in which the securitization company carries out the publications required by law b) Communication channels in which the securitization company discloses information on material acts and facts, including the electronic address in the case of news portals.
2 Securities and Trading Markets
2.1 For each species of security admitted to trading in regulated markets in Brazil:
a) Name:
i) Debentures
COMMISSION FOR SECURITIES AND EXCHANGE
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 RESOLUTION NO. 60 OF DECEMBER 23, 2021
ii) Real Estate Receivable Certificates iii) Agribusiness Receivable Certificates iv) Other securitization titles v) Other securities b) Market in which the securities are traded:
i) Organized OTC ii) Stock Exchange c) Entity administering the market in which the securities are admitted to trading.
3 Auditor
3.1 Name
3.2 CNPJ/CPF (Corporate/Individual Tax ID)
3.3 Date of start of service provision
3.4 Technical Manager
3.5 CPF of the Technical Manager
4 Director responsible for securitization activities
4.1 Type of responsible:
a) Director of securitization activities b) Judicial Administrator c) Judicial Manager d) Trustee e) Legal Representative
4.2 Name
4.3 CPF or CNPJ
COMMISSION FOR SECURITIES AND EXCHANGE
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 RESOLUTION NO. 60 OF DECEMBER 23, 2021
4.4 E-mail
4.5 Address
a) Street b) Complement c) Neighborhood d) Municipality e) State (UF) f) ZIP (CEP)
4.6 Telephone
4.7 Date of start of the condition of responsible
5 Director responsible for compliance with rules, policies, procedures and internal controls of the Resolution
5.1 Name
5.2 CPF or CNPJ
5.3 E-mail
5.4 Address
a) Street b) Complement c) Neighborhood d) Municipality e) State (UF) f) ZIP (CEP)
5.5 Telephone
5.6 Date of start of the condition of responsible
COMMISSION FOR SECURITIES AND EXCHANGE
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 RESOLUTION NO. 60 OF DECEMBER 23, 2021
6 Director responsible for the distribution of securities, if applicable
6.1 Name
6.2 CPF or CNPJ
6.3 E-mail
6.4 Address
a) Street b) Complement c) Neighborhood d) Municipality e) State (UF) f) ZIP (CEP)
6.5 DDD telephone area code
6.6 Telephone
6.7 Date of start of the condition of responsible” (NR)
COMMISSION FOR SECURITIES AND EXCHANGE
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 RESOLUTION NO. 60 OF DECEMBER 23, 2021
SUPPLEMENT E TO CVM RESOLUTION NO. 60, OF DECEMBER 23, 2021 Provides for the content of the monthly report of CRIs Competence: MM/YYYY Specification
1.1 Issuing Company [registration]
1.1.1 Issuer CNPJ [registration]
1.2 Trustee Agent [registration]
1.3 Custodian/Registrar [free field]
1.4 Fiduciary Regime Institution [Yes/No]
1.4-A Revolving [Yes/No]
COMMISSION FOR SECURITIES AND EXCHANGE
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 RESOLUTION NO. 60 OF DECEMBER 23, 2021
1.9.3 Subordinated Junior [free field]
1.10 Payment of remuneration/amortization:
1.10.1 Periodicity:
1.10.1.
1 Senior Series 1, Series 2,...
[monthly, bimonthly, quarterly,...]
1.10.1.
2 Mezzanine A, Mezzanine B, Mezzanine C...
[monthly, bimonthly, quarterly,...]
1.10.1.
3 Subordinated Junior
[monthly, bimonthly, quarterly,...]
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]
1.13 Types of retention and risk
[none or description]
1.13.1 Risk Retainer [CNPJ]
Number of certificates per class on the base date: [total]
2.1 Subordinated Junior, Mezzanine A, Mezzanine B,...
[integer number]
2.2 Senior Series 1, Series 2, Series 3,...
[integer number]
Unit value of certificates per class on the base date of the Report:
[total][unit value]
3.1 Subordinated Junior, Mezzanine A, Mezzanine B,... [in reais]
3.2 Senior Series 1, Series 2, Series 3,... [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 – 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 – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
RESOLUTION CVM NO. 60 OF DECEMBER 23, 2021
SUPPLEMENT F TO RESOLUTION CVM NO. 60, OF DECEMBER 23, 2021
Provides for the content of the monthly report of CRAs
Competence: MM/YYYY Specification
General characteristics:
1.1 Issuing company [registration]
1.1.1 Issuer CNPJ [registration]
1.2 Trustee [registration]
1.3 Custodian/Registrar [free field]
1.4 Fiduciary regime institution [Yes/No]
1.5 Revolving [Yes/No]
1.6 Type of offering
[general public or qualified or professionals]
1.7 Issuance number [integer]
1.7.1 Name of the issuance [free field]
1.7.2 Trading code in the secondary market [free field]
1.7.3 ISIN code [free field]
1.7.4 Number of series [integer]
1.7.5 Issue date [dd/mm/yy]
1.7.6 Maturity date [dd/mm/yy]
1.7.7 Status
[compliant / in default]
1.8 Total amount subscribed [in reais]
1.9 Collateral type
[debt title/ credit rights]
1.9.1 Collateral detail [free field]
1.10 Interest rate (fixed and floating index):
1.10.1 Senior Series 1, Series 2,... [free field]
1.10.2 Mezzanine A, Mezzanine B, Mezzanine C... [free field]
1.10.3 Junior Subordinated [free field]
1.11 Payment of remuneration/amortization:
1.11.1 Frequency:
1.11.1.1 Senior Series 1, Series 2,...
[monthly, bimonthly, quarterly,...]
1.11.1.2 Mezzanine A, Mezzanine B, Mezzanine C...
[monthly, bimonthly, quarterly,...]
1.11.1.3 Junior Subordinated
[monthly, bimonthly, quarterly,...]
1.11.2 Base month for calculation:
1.11.2.1 Senior Series 1, Series 2,...
[example: June and December]
1.11.2.2 Mezzanine A, Mezzanine B, Mezzanine C...
[example: June and December]
1.11.2.3 Junior Subordinated
[example: June and December]
1.12 Information regarding "overcollateralization", if any [free field]
1.13 Other relevant characteristics of the issuance [free field]
1.13.1 Production chain
[Cooperative; rural producer; third-party supplier; third-party buyer; hybrid; others – specify]
1.14 Segment type
[Crops; mill; livestock; logistics; hybrid; others - specify]
1.15 Types of risk retention
[none or description]
1.15.1 Risk holder [CNPJ]
Number of certificates per class on the report date: [total]
2.1 Junior Subordinated, Mezzanine A, Mezzanine B,... [integer]
2.2 Senior Series 1, Series 2, Series 3,... [integer]
Unit value of certificates per class on the report date:
[total] unit value
3.1 Junior Subordinated, Mezzanine A, Mezzanine B,... [in reais]
3.2 Senior Series 1, Series 2, Series 3,... [in reais]
Distributed yields in the period: [total]
4.1 Junior Subordinated, 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 Junior Subordinated, Mezzanine A, Mezzanine B,... [in reais]
5.2 Senior Series 1, Series 2, Series 3,... [in reais]
Yield in the period (including interest and amortizations paid):
6.1 Junior Subordinated, Mezzanine A, Mezzanine B,... [%]
6.2 Senior Series 1, Series 2, Series 3,... [%]
Risk classification:
7.1 Rating agency [registration]
7.2 Date of last rating [dd/mm/yy]
7.3 Current rating:
7.3.1 Junior Subordinated, 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 securitization instrument applicable to:
8.1.1 Senior Class [%]
8.1.2 Subordinated Mezzanine A Class [%]
8.1.3 Subordinated Mezzanine B Class... [%]
8.2 Subordination index on the report date:
8.2.1 Senior Class [%]
8.2.2 Subordinated Mezzanine A Class [%]
8.2.3 Subordinated Mezzanine B Class... [%]
8.3
Report if there was a restoration of the index during the month and how this restoration occurred (e.g., collateral substitution, new contributions, etc.) [free field]
Assets [sum]
9.1 Total credit rights: [total 9.1]
9.1.1 Credit rights existing to mature without overdue installments [in reais]
9.1.2 Credit rights existing to mature with overdue installments [in reais]
9.1.3 Credit rights matured and unpaid [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]
10.5 Issuing securitization company [in reais]
Value of the issuance's equity
[item 9 (-) item
10]
Information on agribusiness credit rights
12.1
Total value of overdue installments of "credit rights existing to mature with overdue installments" [in reais] 12.2 Value of credit rights to be received by sector of activity of the developers: [total 12.2]
12.2.1 Production of agricultural products [in reais]
12.2.2 Marketing 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 Marketing 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 Marketing 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]
12.4 Concentration
[dispersed - up to
20% by a single developer or concentrated - more than 20%]
12.4 To mature by maturity term: [total 12.4]
12.4.1 Up to 30 days [in reais]
12.4.2 From 31 to 60 days [in reais]
12.4.3 From 61 to 90 days [in reais]
12.4.4 From 91 to 120 days [in reais]
12.4.5 From 121 to 150 days [in reais]
12.4.6 From 151 to 180 days [in reais]
12.4.7 From 181 to 360 days [in reais]
12.4.8 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] 12.7 Other information on credit rights to be received in the month of reference:
12.7.1
Value of debts acquired directly from the issuer [securitization company] by the securitizer [in reais] 12.7.2 Percentage of credit rights covered by risk retention by the assignor or by third parties [%] 12.7.3 Percentage of credit rights that have other guarantees provided [%] 12.7.4 Total value of guarantees on the total value of the portfolio that has guarantees (except co-obligation) [%]
12.7.5 Frequency of guarantee evaluation [free field]
12.7.6 Portfolio duration [value]
12.7.7
Total value of credit rights in relation to the total value of the issuance [%]
12.7.8 Other relevant considerations [free field]
12.7
Concentration of the issuance by debtor group in the month of reference (debt value in relation to the updated value of the issuance on the report date - %):
12.7.1 Largest debtor [%]
12.7.2 Top 5 debtors [%]
12.7.3 Top 10 debtors [%]
12.7.4 Top 20 debtors [%]
12.8 Debtors that represent 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 month of reference (debt value per assignor in relation to the updated value of the issuance on the report date - %):
12.9.1 Largest assignor [%]
12.9.2 Top 5 assignors [%]
12.9.3 Top 10 assignors [%]
12.9.4 Top 20 assignors [%]
12.10 Assignors that represent more than 20% of the issuance:
12.10.1 CNPJ 1 [%]
12.10.2 CNPJ 2.... [%]
12.10.3 (maximum = CNPJ 5) [%]
Derivatives - net exposure (net nominal value of contracts):
13.1 Forward market:
13.1.1 Interest [in reais]
13.1.2 Commodities [in reais]
13.1.3 Foreign exchange [in reais]
13.1.4 Others [in reais]
13.2 Futures:
13.2.1 Interest [in reais]
13.2.2 Commodities [in reais]
13.2.3 Foreign exchange [in reais]
13.2.4 Others [in reais]
13.3 Options
13.3.1 Interest [in reais]
13.3.2 Commodities [in reais]
13.3.3 Foreign exchange [in reais]
13.3.4 Others [in reais]
13.4 Swap
13.4.1 Interest [in reais]
13.4.2 Commodities [in reais]
13.4.3 Foreign exchange [in reais]
13.4.4 Others [in reais]
Present value of expected disbursement
14.1 Schedule for payment of expenses: [total 14.1]
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 to senior investors: [total 14.2]
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 (+) Credit receipts [in reais]
15.2 (-) Expense payments [in reais]
15.3 (-) Payments made to the senior class (Series 1, 2,...,n): [total 15.3]
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 15.4]
15.4.1 Principal amortization [in reais]
15.4.2 Interest [in reais]
15.5 (-) Payments made to the junior subordinated class: [total 15.5]
15.5.1 Principal amortization [in reais]
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 credits [in reais]
15.9 (+) Other receipts [in reais]
15.10 (-) Other payments [in reais]
15.11 (+/-) Net variation in the cash of the segregated estate [sum]
Other relevant information for understanding the performance of the issuance in the month [free field]
Contingencies of the segregated estate
17.1
Describe judicial, administrative, or arbitral proceedings, that are not under confidentiality, in which the securitization company appears in the passive pole, related to the segregated estate, that are relevant to the company's business or to investors, indicating:
[free field] a. main facts b. values, assets, or rights involved
17.2 Describe other relevant contingencies [free field]
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
13.1.2 Agricultural commodities [in BRL]
13.1.3 Foreign exchange [in BRL]
13.1.4 Others [in BRL]
13.2 Futures:
13.2.1 Interest [in BRL]
13.2.2 Agricultural commodities [in BRL]
13.2.3 Foreign exchange [in BRL]
13.2.4 Others [in BRL]
13.3 Options
13.3.1 Interest [in BRL]
13.3.2 Agricultural commodities [in BRL]
13.3.3 Foreign exchange [in BRL]
13.3.4 Others [in BRL]
13.4 Swap
13.4.1 Interest [in BRL]
13.4.2 Agricultural commodities [in BRL]
13.4.3 Foreign exchange [in BRL]
13.4.4 Others [in BRL]
14. Present value of expected disbursement
14.1 Expected schedule for expense payments: [total 14.1]
14.1.1 Up to 30 days [in BRL]
14.1.2 From 31 to 60 days [in BRL]
14.1.3 From 61 to 90 days [in BRL]
14.1.4 From 91 to 120 days [in BRL]
14.1.5 From 121 to 150 days [in BRL]
14.1.7 From 151 to 180 days [in BRL]
14.1.7 From 181 to 360 days [in BRL]
14.1.8 Above 361 days [in BRL]
14.2 Expected schedule for senior investor payments: [total 14.2]
14.2.1 Up to 30 days [in BRL]
14.2.2 From 31 to 60 days [in BRL]
14.2.3 From 61 to 90 days [in BRL]
14.2.4 From 91 to 120 days [in BRL]
14.2.5 From 121 to 150 days [in BRL]
14.2.6 From 151 to 180 days [in BRL]
14.2.7 From 181 to 360 days [in BRL]
14.2.8 Above 361 days [in BRL]
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
SUPPLEMENT G TO CVM RESOLUTION NO. 60, OF DECEMBER 23, 2021 Monthly report of securitization issuances of other securities Competence: MM/YYYY Specification
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
1.10.1 Frequency:
1.10.1.1 Senior Series 1, Series 2,...
[monthly, bimonthly, quarterly,...]
1.10.1.2 Mezzanine A, Mezzanine B, Mezzanine C...
[monthly, bimonthly, quarterly,...]
1.10.1.3 Junior Subordinated
[monthly, bimonthly, quarterly,...]
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 Junior Subordinated
[example: June and December]
1.11 Information regarding "overcollateralization", if any [free field]
1.12 Other relevant characteristics of the issuance [free field]
1.13 Main characteristics of the collateral
1.13 Types of risk retention
[none or description]
1.13.1 Risk Retainer [CNPJ]
1.14 Types of risk retention
[none or description]
1.14.1 Risk Retainer [CNPJ]
[Unitary] value of securities by class on the base date of the Report:
[total] [unitary value]
3.1 Junior Subordinated, Mezzanine A, Mezzanine B,... [in BRL]
3.2 Senior Series 1, Series 2, Series 3,... [in BRL]
4. Distributed earnings in the period: [total]
4.1 Junior Subordinated, Mezzanine A, Mezzanine B,... [in BRL]
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
4.2 Senior Series 1, Series 2, Series 3,... [in BRL]
5. Amortizations made in the period: [total]
5.1 Junior Subordinated, Mezzanine A, Mezzanine B,... [in BRL]
5.2 Senior Series 1, Series 2, Series 3,... [in BRL]
6. Return in the period (including interest and amortizations paid):
6.1 Junior Subordinated, Mezzanine A, Mezzanine B,... [%]
6.2 Senior Series 1, Series 2, Series 3,... [%]
7. Risk classification:
7.1 Rating agency [registration]
7.2 Date of last rating [dd/mm/yy]
7.3 Current rating:
7.3.1 Junior Subordinated, Mezzanine A, Mezzanine B,... [free field]
7.3.2 Senior Series 1, Series 2, Series 3,... [free field]
8. Subordination:
8.1
Minimum subordination index provided in the issuance instrument applicable to:
8.1.1 Senior Class [%]
8.1.2 Subordinated Mezzanine Class A [%]
8.1.3 Subordinated Mezzanine Class B... [%]
8.2 Subordination index on the base date of the Report:
8.2.1 Senior Class [%]
8.2.2 Subordinated Mezzanine Class A [%]
8.2.3 Subordinated Mezzanine Class B... [%]
8.3
Inform whether there was a recovery of the index during the month and how this recovery occurred (e.g.: collateral substitution, new contributions, etc.) [free field]
9. Assets [sum]
9.1 Total credit rights: [total 9.1]
9.1.1
Credit rights existing to mature without installments in delay [in BRL] 9.1.2 Credit rights existing to mature with installments in delay [in BRL]
9.1.3 Credit rights matured and unpaid [in BRL]
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
9.2
(-) Provision for reduction in the recoverable value of credit rights [in BRL]
9.3 Cash and cash equivalents: [total 9.3]
9.3.1 Federal public bonds [in BRL]
9.3.2 Shares of open-ended investment funds with daily liquidity [in BRL]
9.3.3 Repo operations [in BRL]
9.3.4 Others [in BRL]
9.4 Derivatives: [total 9.4]
9.4.1 Forward contracts [in BRL]
9.4.2 Futures [in BRL]
9.4.3 Options [in BRL]
9.4.4 Swap [in BRL]
9.5 Other assets [in BRL]
10. Liabilities [sum]
10.1 Derivatives: [total 10.1]
10.1.1 Forward contracts [in BRL]
10.1.2 Futures [in BRL]
10.1.3 Options [in BRL]
10.1.4 Swap [in BRL]
10.2 Updated value of the issuance [in BRL]
10.3
(-) Reduction in the value of the issuance (e.g.: impact of the provision on collateral) [in BRL]
10.4 Others (e.g.: service providers of the issuance) [in BRL]
11. Value of the issuance equity
[item 9 (-) item
10]
12. Information on credit rights
12.1
Total value of installments in delay of "credit rights existing to mature with installments in delay" [in BRL]
12.2 Concentration
[dispersed - up to
20% by a single developer or concentrated - more than 20%]
12.3 To mature by maturity term: [total 12.3]
12.3.1 Up to 30 days [in BRL]
12.3.2 From 31 to 60 days [in BRL]
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
12.3.3 From 61 to 90 days [in BRL]
12.3.4 From 91 to 120 days [in BRL]
12.3.5 From 121 to 150 days [in BRL]
12.3.6 From 151 to 180 days [in BRL]
12.3.7 From 181 to 360 days [in BRL]
12.3.8 Above 361 days [in BRL]
12.4 Matured and unpaid: [total 12.4]
12.4.1 Between 1 and 30 days [in BRL]
12.4.2 Between 31 and 60 days [in BRL]
12.4.3 Between 61 and 90 days [in BRL]
12.4.4 Between 91 and 120 days [in BRL]
12.4.5 Between 121 and 150 days [in BRL]
12.4.6 Between 151 and 180 days [in BRL]
12.4.7 Between 181 and 360 days [in BRL]
12.4.8 Above 361 days [in BRL]
12.5 Prepayments in the period: [total 12.5]
12.5.1
Amount received in the period corresponding to the prepayment of the collateral [in BRL] 12.5.2 Information on the impact of prepayment for investors [free field] 12.7 Other information on credit rights to be received in the reference month:
12.7.1
Value of debts acquired directly from the issuer [from the securitization company] by the securitizer [in BRL] 12.7.2 Percentage of credit rights covered by co-obligation risk retention of the assignor or third parties [%] 12.7.3 Percentage of credit rights that have other guarantees provided [%] 12.7.4 Total value of guarantees on the total value of the portfolio that has guarantees (except risk retention) [%]
12.7.5 Frequency of guarantee evaluation [free field]
12.7.6 Duration of the portfolio [value]
12.7.7
Total value of credit rights in relation to the total value of the issuance [%]
12.7.8 Other relevant considerations [free field]
12.7
Concentration of the issuance by debtor group in the month of reference (debt value in relation to the updated value of the issuance on the base date - %):
12.7.1 Largest debtor [%]
12.7.2 5 largest debtors [%]
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
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 month of reference (debt value 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:
1210.1 CNPJ 1 [%]
12.10.2 CNPJ 2.... [%]
12.10.3 (maximum = CNPJ 5) [%]
13.
Derivatives - net exposure (net nominal value of contracts):
13.1 Forward market:
13.1.1 Interest [in BRL]
13.1.2 Commodities [in BRL]
13.1.3 Foreign exchange [in BRL]
13.1.4 Others [in BRL]
13.2 Futures:
13.2.1 Interest [in BRL]
13.2.2 Commodities [in BRL]
13.2.3 Foreign exchange [in BRL]
13.2.4 Others [in BRL]
13.3 Options
13.3.1 Interest [in BRL]
13.3.2 Commodities [in BRL]
13.3.3 Foreign exchange [in BRL]
13.3.4 Others [in BRL]
13.4 Swap
13.4.1 Interest [in BRL]
13.4.2 Commodities [in BRL]
13.4.3 Foreign exchange [in BRL]
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
13.4.4 Others [in BRL]
14. Present value of expected disbursement
14.1 Expected schedule for expense payments: [total 14.1]
14.1.1 Up to 30 days [in BRL]
14.1.2 From 31 to 60 days [in BRL]
14.1.3 From 61 to 90 days [in BRL]
14.1.4 From 91 to 120 days [in BRL]
14.1.5 From 121 to 150 days [in BRL]
14.1.6 From 151 to 180 days [in BRL]
14.1.7 From 181 to 360 days [in BRL]
14.1.8 Above 361 days [in BRL]
14.2 Expected schedule for senior investor payments: [total 14.2]
14.2.1 Up to 30 days [in BRL]
14.2.2 From 31 to 60 days [in BRL]
14.2.3 From 61 to 90 days [in BRL]
14.2.4 From 91 to 120 days [in BRL]
14.2.5 From 121 to 150 days [in BRL]
14.2.6 From 151 to 180 days [in BRL]
14.2.7 From 181 to 360 days [in BRL]
14.2.8 Above 361 days [in BRL]
15. Net cash flow in the month
15.1 (+) Receipts from credit rights [in BRL]
15.2 (-) Expense payments [in BRL]
15.3 (-) Payments made to the senior class (Series 1, 2,...,n): [total 15.3]
15.3.1 Principal amortization [in BRL]
15.3.2 Interest [in BRL]
15.4
(-) Payments made to the mezzanine subordinate class (A, B, C,... n): [total 15.4]
15.4.1 Principal amortization [in BRL]
15.4.2 Interest [in BRL]
15.5 (-) Payments made to the junior subordinate class: [total 15.5]
15.5.1 Principal amortization [in BRL]
15.5.2 Interest [in BRL]
15.6 (-) Receipts from alienation of "cash and equivalents" [in BRL]
15.7 (-) Acquisition of "cash and equivalents" [in BRL]
15.8 (-) Acquisition of new credit rights [in BRL]
15.9 (+) Other receipts [in BRL]
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
15.10 (-) Other payments [in BRL]
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]
17. Contingencies of the segregated patrimony
17.1
Describe the judicial, administrative, or arbitral proceedings, that are not under confidentiality, in which the securitization company appears in the passive pole, related to the segregated patrimony, that are relevant to the company's business or to investors, indicating:
[free field] a. main facts b. values, assets, or rights involved
17.2 Describe other relevant contingencies [free field]
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
SUPPLEMENT H TO CVM RESOLUTION NO. 60, OF DECEMBER 23, 2021 Information for provisional registration of distribution offer of CRI
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
5.2 Trustee:
5.3 Registered in real estate records:
5.4 Registered at the custodian institution:
5.5 Custodian or registrar institution:
5.6 Use of the facility of art. 5 of Annex I:
5.7 Type of guarantee:
5.8 Guarantee asset:
5.9 Name of the guarantor:
5.10 CNPJ/CPF of the guarantor:
5.11 Value of the guarantee:
5.12 Bank of the linked deposit account:
5.13 Branch and linked account number:
Place and date of completion:
Persons responsible for the information provided:
By the securitization company (Director responsible for securitization activities):
By the trading market:
SUPPLEMENT H – REVOKED
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
SUPPLEMENT I TO CVM RESOLUTION NO. 60, OF DECEMBER 23, 2021 Information for request for definitive registration of distribution offer of CRI
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 RESOLUÇÃO CVM Nº 60 DE 23 DE DEZEMBRO DE 2021
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 – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021 SUPPLEMENT J TO CVM RESOLUTION NO. 60, OF DECEMBER 23, 2021 Information for the registration request of a distribution offer of CRAs
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 – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 60 OF DECEMBER 23, 2021
17. Description of the evaluation
18. CNPJ of the assignor
19. Type of person of the debtor
20. Name of the custodian or registering entity, as applicable, and its CNPJ
21. Acquisition price
SUPPLEMENT J – REVOKED
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Amended 4 times · last 2025-03-06
Source: Comissão de Valores Mobiliários — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
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