Multiplan Empreendimentos Imobiliários S A : Minutes of the Board of Directors' Meeting
09/22/2021 | 11:52pm EST
MULTIPLAN EMPREENDIMENTOS IMOBILIÁRIOS S.A.
NIRE No. 33.3.0027840-1
CNPJ No. 07.816.890/0001-53
MINUTES OF THE BOARD OF DIRECTORS' MEETING
HELD ON SEPTEMBER 22, 2021
DATE, TIME AND PLACE: On September 22, 2021, at 3:00 PM, at the head office of Multiplan Empreendimentos Imobiliários S.A. ("Company"), located at Avenida das Américas 4200, Block 2, suite 501, Barra da Tijuca, in the City of Rio de Janeiro, State of Rio de Janeiro.
CALL NOTICE AND ATTENDANCE: Meeting called in accordance with article
of the Company's Bylaws, with the attendance by all of the members of the Board of Directors.
CHAIR: Chairman: Mr. José Paulo Ferraz do Amaral; Secretary: Mr. Marcelo Vianna Soares Pinho.
SUBJECT: Discuss about the following matters:
examination and approval of the tenth (10th) issuance of simple debentures, non- convertible into shares, unsecured, in a single series, of the Company, in the total amount of BRL 450,000,000.00 (four hundred fifty million Brazilian reais) ("Debentures"), pursuant to Law No. 6,404, dated December 15, 1976, as amended ("Brazilian Corporate Law" and "Issuance", respectively), for placement in a public offering with restricted placement efforts, pursuant to Law No. 6,385, dated December 7, 1976, as amended ("Law 6,385"), to Rule No. 476, enacted by the Brazilian Securities and Exchange Commission ("CVM") on January 16, 2009, as amended ("CVM Rule 476"), and other regulation applicable ("Offering"), by means of the "Private Instrument of Deed of the Tenth (10th) Issuance of Simple Debentures,Non-Convertibleinto Shares, Unsecured, of Multiplan Empreendimentos Imobiliários S.A." to be entered into by the Company and OLIVEIRA TRUST DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS S.A., in the capacity of fiduciary agent representing the
Debentures' holders ("Fiduciary Agent" and "Indenture", respectively);
examination and approval to authorize the Company's Executive Officers to (a) negotiate all final terms and conditions of all documents related to the Issuance, the Offering and its possible amendments, including the Company's obligations, the events of default, conditions for early redemption, extraordinary amortization, early maturity and warranties, as well as to execute all documents and to take all necessary actions to perform the Issuance and the Offering, including, but not limited to, the "Agreement of Coordination and Public Placement of Simple Debentures,Non-Convertibleinto Shares, Unsecured, in a Single Series, of the Tenth (10th) Issuance of Multiplan Empreendimentos Imobiliários S.A." to be entered into by the Company and the Underwriters (as defined below) ("Underwriting Agreement"); (b) hire the service providers to perform the Issuance and the Offering, including, but not limited to, the Fiduciary Agent, legal advisors, the Offering's lead underwriter ("Lead Underwriter"), the Offering's additional underwriters (and together with the Lead Underwriter, the
"Underwriters"), the Debentures' rating agency, liquidation bank, bookkeeping agent, among others; and
the ratification of all acts taken by the Officers and other legal representatives of the Company with respect to the agenda above.
5 RESOLUTIONS: The board members resolved, unanimously and without caveat, the following matters:
5.1 Approve the Issuance and the Offering with the following terms and conditions, which shall be detailed and governed through the Indenture:
Use of Proceeds: The Company's net proceeds resulting from the Issuance shall be fully used in the payment of general expenses and short and long-term debt, investments and/or cash flow management to the benefit of the Company and/or its subsidiaries;
Placement: The Debentures shall be placed in a public offering with restricted placement efforts, according to Law 6,385, CVM Rule 476 and applicable legal and regulatory regulations, and the Underwriting Agreement, under firm guarantee of subscription and payment for the totality of the Debentures by the Underwriters, to be subscribed by professional investors, as defined in article 11 of CVM Resolution No. 30, dated May 11th, 2021 ("Professional Investors");
Subscription Term: In compliance with the requirements established in the Indenture, the Debentures shall be subscribed, at any time as from the placement commencement date of the Offering, subject to the provisions of article 8, paragraph 2, of CVM Rule 476;
Subscription and Payment Forms and Payment Price:The Debentures shall be subscribed and paid in through the MDA -Módulo de Distribuição de Ativos, by a maximum of 50 (fifty) Professional Investors, in cash, upon subscription, in national currency, at Par Value (as set forth below), on the First Date of Payment (as defined below),, or at Par Value, plus Interest (as set forth below), calculated on apro rata temporisbasis, from the first date of payment
("First Date of Payment") to the effective date of payment. The Debentures can be subscribed with goodwill or discount, as defined by the Underwriters, if that is the case, upon subscription of the Debentures, provided that the goodwill or discount shall be the same for all Debentures in each date of payment;
Trading: The Debentures shall be deposited for trade on the secondary market through CETIP21 - Títulos e Valores Mobiliários, managed and operated by B3 S.A. - Brasil, Bolsa, Balcão ("B3"). The Debentures shall only be traded in organized over-the-counter market after 90 (ninety) days from each subscription or purchase by the investor, exception to the Debentures subscribed by the Underwriters as a result of the exercise of the firm guarantee of subscription, pursuant to articles 13 and 15, first paragraph of CVM Rule 476, and upon compliance, by the Company, with the obligations set forth in article 17 of CVM Rule 476;
Number of Issue: The Debentures represent the tenth (10th) issuance of the
Total Issuance Amount: The total issuance amount shall be equivalent to BRL 450,000,000.00 (four hundred and fifty million Brazilian reais) at the Date of Issuance;
Number of Debentures: 450,000 (four hundred and fifty thousand) Debentures shall be issued;
Par Value: The Debentures shall have an unitary nominal value of R$1,000.00 (one thousand reais) at the Date of Issuance ("Par Value");
Series: The Issuance shall be made in a single tranche;
Form and Proof of Ownership: The Debentures will be issued in nominative and book-entry form, without the issuance of certificates, and, for all purposes, the ownership of the Debentures shall be evidenced by a deposit account statement issued by the bookkeeper agent, and, additionally, with respect to the Debentures that are under electronic custody of B3, it will be evidenced by the
statement issued by B3 on behalf of the Debenture holder, which will serve as proof of ownership of such Debentures;
Convertibility: The Debentures will not be convertible into shares issued by the Company;
Type: The Debentures shall be issued as unsecured debentures, pursuant to article 58, caput, of the Brazilian Corporate Law, without collateral or preferences.
Date of Issuance: For all legal purposes, the date of issuance of the Debentures shall be October 15th, 2021 ("Date of Issuance").
Term and Maturity Date: Except in the event of early redemption of the totality of the Debentures and/or early maturity of the obligations resulting from the Debentures, as provided in the Indenture, the term of the Debentures shall be 7 (seven) years as from the Date of Issuance, falling due, therefore, on October 15th, 2028 ("Maturity Date");
Payment of Balance of the Par Value:Without prejudice the payments resulting from the early redemption, early payment and/or early maturity of the obligations resulting from the Debentures, as provided in the Indenture, the balance of the Par Value of each of the Debentures shall be paid in three (3) annual and successive installments, being (i) the first installment in the amount corresponding tothirty-threeintegers and three thousand three hundred andthirty-threetenths of a thousandth percent (33.3333%) of the balance of the Par Value of the Debentures due on October 15th, 2026; (ii) the second installment in the amount corresponding to fifty integers percent (50.0000%) of the balance of the Par Value of the Debentures due on October 15th, 2027; and (iii) the third installment in the amount corresponding to one hundred integers percent (100.0000%) of the balance of the Par Value of the Debentures due on the Maturity Date;
Monetary Adjustment: the Par Value of each of the Debentures shall not be subject to monetary adjustment;
Interest: the Par Value of each of the Debentures or the balance of the Par Value of each of the Debentures, as the case may be, shall be subject to interest corresponding to 100% (one hundred percent) of accumulated variation of the daily average rates of the Interbank Deposits (DI - Depósitos Interfinanceiros), for one day, overextra-group, denominated in percentage form per annum, based on 252 (two hundred and fifty two) business days, calculated and disclosed daily by B3, in its daily report available at its website (http://www.b3.com.br) ("DI Rate"),
plus a surcharge a certain percentage per annum, based on 252 (two hundred and fifty two) business days, to be determined in accordance with the bookbuilding, and, in any case, limited to 1.45% (one point forty five hundredths per cent) denominated in percentage form per annum ("Surcharge" and, jointly with the DI Rate, "Interest", calculated on an exponential and cumulative basis, on a pro rata temporis based on the business days elapsed from the First Date of Payment, or the payment date of the Interest immediately preceding, as the case may be, included, to the effective payment date, excluded. Without prejudice to the payments resulting from the early redemption, early payment and/or early maturity of the obligations resulting from the Debentures, according to the Indenture, the Interest shall be paid semi-annually on the 15th day of April and October of each year, being the first one on April 15th, 2022 and subsequently on October 15th, 2022, April 15th, 2023; October 15th, 2023; April 15th, 2024; October 15th, 2024; April 15th, 2025; October 15th, 2025; April 15th, 2026; October 15th, 2026; April 15th, 2027; October 15th, 2027; April 15th, 2028 and on the Maturity Date. The Interest shall be calculated according to the formula to be described in the Indenture;
Scheduled Renegotiation: There shall be no scheduled renegotiation;
Optional Early Redemption: Subject to the conditions to be set forth in the Indenture, the Company may, at its sole discretion, at any time from the Date of Issuance, and with previous notice to the Debentures holders (by means of publication of notice under the terms to be established in the Indenture or by individual communication to the Debentures holders by the Fiduciary Agent, based on information provided by the Company), to the Fiduciary Agent, the bookkeeper agent, the liquidator and to B3, of 5 (five) business days from the date of the event ("Early Redemption Date"), promote the early redemption of the total outstanding (prohibited the partial redemption of Debentures) Debentures, with the subsequent cancellation of such Debentures, upon payment, to the Debentures holders, of the Par Value of the Debentures or the balance of the Par Value of the Debentures, as the case may be, plus Interest, calculated on a pro rata temporis basis from the First Date of Payment, or from the immediately previous Interest payment date, as the case may be, to the Early Redemption Date, plus premium multiplied by the remaining term of the Debentures applied to the Par Value or the balance of the Par Value of the Debentures, as the case may be, of 0.50% (fifty hundredths per cent) per year if the Early Redemption Date occurs as of the Date of Issuance until October 15th, 2023 (excluded) and of 0.30% (thirty hundredths per cent), per year if the Early Redemption Date occurs as of October 15th, 2023 (included) until the Maturity Date (excluded), calculated according to the formula to be described in the Indenture;
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Multiplan Empreendimentos Imobiliários SA published this content on 22 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 September 2021 03:51:05 UTC.