Summary of Transaction Demarest acted as deal counsel assisting the parties
involved on the preparation of the documentation of the offering,
and negotiation of its terms and conditions.
Public offering with restricted sales efforts (CVM Regulation
476/2009) of 122 (one hundred twenty two) certificates of
agribusiness receivables ("CRA"), issued by Gaia
Florestal Securitizadora S.A. ("Gaia"), amounting to BRL
40 million. BB Banco de Investimentos S.A. ("BB-BI")
acted as the leading placement agent.
Use of structured financings, such as the CRA, in the capital
markets is a trend the agribusiness sector will follow to provide
the necessary funds it needs to comply with the demand within the
following years. This CRA offering is the first implemented by
Banco do Brasil - the largest agribusiness financer in Brazil - and
Gaia - the largest securitization company in Brazil -, and is
groundbreaking since provided financing to a sugarcane producer
under a long term facility (almost 5 years).
The Panamanian Law 52 of October 27, 2016 (the "Law"), which relates to accounting records and the annual franchise tax of Panamanian entities (corporations and foundations), came into effect on 1 January 2017.
Por medio de Oficio 220-047982 del 29 de Febrero de 2016, la Superintendencia de Sociedades estableció que el domicilio del representante legal de una sociedad nacional debe corresponder a un lugar determinado dentro territorio nacional.
In order to remunerate the invested capital, Brazilian companies are allowed to distribute earnings to their shareholders in the form of dividends or under the concept of interest on net equity (juros sobre o capital próprio – JCP).
Investments by foreign investors in Brazilian financial and capital markets are regulated by the National Monetary Council (the "CMN"), the Brazilian Securities and Exchange Commission (the "CVM") and the Brazilian Central Bank ("Central Bank").
In 2014, the Brazilian Securities and Exchange Commission presented to a public hearing a draft of an Instruction that proposes to change the definition of the category of "qualified investors" of CVM Instruction No. 409.
The commercial agency contract, according to the Brazilian Legal System, is provided for by articles 710 to 721 of the Civil Code.
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