Material Fact – 16th Issue of Simple Debentures
Material Fact – 16th Issue of Simple Debentures
MATERIAL FACT
Pursuant to CVM Resolution 44, of January 23, 2021, as amended and CVM Instruction 476, of January 2009, as amended (“CVM Instruction 476”), CCR S.A. (“CCR” or “Company”) (BM&FBovespa: CCRO3; Bloomberg: CCRO3 BZ; Reuters: CCRO3.SA) hereby informs its shareholders and the market in general that, at a meeting held on January 11, 2022, the Company’s Board of Directors approved the sixteenth (16th) issue of simple, non-convertible, unsecured debentures, in two series (“Issue”), with a face value of one thousand reais (R$1,000.00) on the issue date, totaling an amount of three billion, four hundred and sixteen million reais (R$3,416,000,000.00) on the issue date, of which (i) one billion seven hundred million reais (R$1,700,000,000.00) for the first series (“First Series Debentures”); and (ii) one billion seven hundred sixteen million reais (R$1,716,000,000.00) for the second series (“Second Series Debentures”, and when combined with the First Series Debentures, the “Debentures”). The First Series Debentures shall have a maturity term of seven (7) years from the issue date, maturing on January 15, 2029 (“First Series Debentures Maturity Date”), and the Second Series Debentures shall have a maturity term of fourteen (14) years from the issue date, maturing on January 15, 2036 (“Second Series Debentures Maturity Date”), except for optional early redemption, early redemption resulting from an early redemption offer and early maturity of the Debentures, as provided for in the debenture issue.
The Issue of Debentures will be the object of public distribution with restricted placement efforts, pursuant to CVM Instruction 476, on a firm commitment basis for all the Debentures (“Restricted Offering”), noted that the 2nd (second series) will be held pursuant to article 2 and paragraphs 1-A and 1-B of Law 12,431, of June 24, 2011, as amended, (“Law 12,431”) and Decree 8,874, of October 11, 2016 (“Decree 8,874”), according to the (i) investment project in airport infrastructure, in the logistics and transport sector, related to the South Block of the 6th Round of Airport Concessions – South, North I and Central Blocks, pursuant to the provisions established in Concession Agreement 002/ANAC/2021, subject of Public Bidding Notice 01/2020, in the States of Paraná, Santa Catarina and Rio Grande do Sul, between the Federal Government, through the National Civil Aviation Agency (ANAC), and the Concessionária do Bloco Sul S.A., enrolled in the Corporate Taxpayer’s Register (CNPJ) under number 42.130.537/0001-16, a corporation whose capital is fully owned by the Company (“Project 1”); (ii) investment project in airport infrastructure, in the logistics and transport sector, related to the Central Block of the 6th Round of Airport Concessions – South, North I and Central Blocks, pursuant to the provisions established in Concession Agreement 003/ANAC/2021, subject of Public Bidding Notice 01/2020 between the Federal Government, through the National Civil Aviation Agency (ANAC), and the Concessionária do Bloco Central S.A., enrolled in the Corporate Taxpayer’s Register (CNPJ) under number 42.206.269/0001-79, a corporation whose capital is fully owned by the Company (“Project 2”); and (iii) investment project in highway infrastructure, in the logistics and transportation sector, consisting of the refund of expenses incurred in the 24 months prior to the closing date of the public offering and the implementation of future investments, related to the financing of investments in the project called “Rodovia BR-101/SC, trecho Paulo Lopes/SC – São João do Sul/SC, pursuant to the Concession Agreement – Concession Notice 02/2019, entered into between the Federal Government, through the Agência Nacional de Transportes Terrestres – ANTT, and Concessionária Catarinense de Rodovias S. A., enrolled in the Corporate Taxpayer’s Registry (CNPJ) under number 36.763.716/0001-98, a corporation whose capital is wholly owned by the Company (“Project 3”, and when combined with Project 1 and Project 2, the “Projects”), acting as a priority pursuant the (a) Executive Order 1,341, of November 11, 2021, published in the Brazilian Official Gazette (“Diário Oficial da União – DOU”) on November 16, 2021; (b) Executive Order 1,342, of November 11, 2021, published in the DOU on November 16, 2021, respectively; and (c) Executive Order 191, on February 9, 2021, published in the DOU on February 18, 2021, respectively.
The proceeds raised by the Company through the First Series Debentures will be used exclusively for (i) the early redemption of all six hundred (600) promissory notes representing the 1st and 3rd series of the 4th (fourth) issue of promissory notes of CCR S.A., issued by the Company on December 13, 2021, and (ii) enhancing and building up the Company’s cash flow. Additionally, pursuant to article 2, paragraph 1 of Law 12,431, Decree 8,874 and Resolution 3,947 of the National Monetary Council, of January 27, 2011, the proceeds raised by the Company through the Second Series Debentures will be used exclusively for (i) the payment of future expenses and expenditures and/or (ii) the refund of reimbursable debt, expenses and/or expenditures incurred in a period equal to or less than twenty-four (24) months from the date of closing of the Restricted Offering, in both cases, directly related to the Projects.
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São Paulo – January 11, 2022.
CCR S.A.
WALDO PEREZ
Investor Relations Officer
IR CONTACT
Phone: (11) 3048-5941 / 5955 / 6353 / 2108
Email: invest@grupoccr.com.br
Website: www.ccr.com.br/ri
