Companhia De Saneamento Basico Do Estado De Sao Paulo-Sabesp 6-K, filed Jul 5, 2022
Companhia De Saneamento Basico Do Estado De Sao Paulo-Sabesp (SBS)
About this 6-K
Companhia De Saneamento Basico Do Estado De Sao Paulo-Sabesp filed this 6-K on July 5, 2022.
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
São Paulo, S.P., 05429-900
Federative Republic of Brazil
annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F ______
in paper as permitted by Regulation S-T Rule 101(b)(1)__.
in paper as permitted by Regulation S-T Rule 101(b)(7)__.
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
registrant in connection with Rule 12g3-2(b):
 | Companhia de Saneamento Básico do Estado de São Paulo CEO’s Office R. Costa Carvalho, 300 – Pinheiros – CEP 05429-900 – São Paulo - SP Phone: (11) 3388-8000 www.sabesp.com.br |
MINUTES OF THE 971st BOARD OF DIRECTORS’ MEETING
On January 23, 2022, at 11:00 a.m., the undersigned members of the Company’s Board of Directors met via video conferencing at the call of the Chair of the Board of Directors, Mario Engler Pinto Junior, on an extraordinary basis, under the main section and paragraph 6 of article 13 of the Bylaws of Companhia de Saneamento Básico do Estado de São Paulo – SABESP (“Company”), at Rua Costa Carvalho, no. 300, Pinheiros, in the city and state of São Paulo, to resolve on the agenda below. We registered that Luiz Fernando Beraldo Guimarães, Chief of Staff of the CEO’s Office, and Gerson Y. Yamanishi, Management Analyst, participated in the meeting.
At the start of the meeting, the Chair offered the floor to the Chief Financial Officer and Investor Relations Officer, Osvaldo Garcia, and to the Head of Capital Markets and Investor Relations, Mario Azevedo de Arruda Sampaio, who presented the only item on the agenda, (time: 15’), based on the Executive Board’s Resolution 0269/2022, of June 15, 2022, Internal Communication FI 31/2022, of June 6, 2022, and the PowerPoint presentation, all of which were filed in the meeting’s electronic folder. After being discussed and voted, according to item XXII of article 14 of the Company’s Bylaws, the Board members unanimously approved the authorization to contract a financing (“Financing”) with the International Finance Corporation (“IFC”), an institution of the World Bank Group, under the following terms and conditions:
| 1. | Borrower: Companhia de Saneamento Básico do Estado de São Paulo – Sabesp. |
| 2. | Creditor: IFC. |
3. Type and Currency: external financing denominated in Brazilian reais.
| 4. | Guarantee: unsecured credit transaction. |
| 5. | Withholding Income Tax: exempt. |
6. Value of the Financing: up to seven hundred and sixty million reais (R$760,000,000.00).
7. Term and Grace Period: up to ten (10) years and six (6) months, with a grace period of up to twelve (12) months.
| 8. | Interest Payment: semi-annual. |
| 9. | Amortization Payment: semi-annual. |
10. Use of the Funds: (i) investments related to the New Pinheiros River program to clean up the Pinheiros River, in the city of São Paulo; (ii) investments for the improvement of sanitation services in the coastal regions of the São Paulo State; and (iii) investments for the improvement of water supply in municipalities located in the coastal areas of the São Paulo State and the suburbs of the city of São Paulo.
11. Interest rate: 100% of the CDI, plus a spread of up to 2.00% per year.
| 12. | Fees: |
| Companhia de Saneamento Básico do Estado de São Paulo CEO’s Office R. Costa Carvalho, 300 – Pinheiros – CEP 05429-900 – São Paulo - SP Phone: (11) 3388-8000 www.sabesp.com.br |
| · | One-time front-end Fee: in dollars, equivalent to seven million and six hundred thousand reais (R$7,600,000.00); |
| · | Commitment Fee: 1.00% p.a. on the non-disbursed and non-canceled portion of the Financing value; |
| · | One-time front-end Appraisal Fee: up to seventy-five thousand dollars (US$75,000.00); and |
| · | Supervision Fee: fifteen thousand dollars (US$15,000.00) per year. |
| 13. | Financial covenants: |
| · | Net Debt / Adjusted EBITDA Ratio ≤ 3.50x; and |
| · | Interest Coverage Ratio ≥ 2.35x. |
14. Applicable Law and Jurisdiction: New York law, jurisdiction in the New York courts.
The Board of Directors also authorized the members of the Executive Board, under the legal and statutory provisions, to take any acts related to the Financing, including, but not limited to:
| a. | Contracting and executing the Financing with IFC under the conditions described above; |
| b. | Taking any measures that, at its discretion, are necessary or desirable for the contracting and achievement of the Financing; and |
| c. | Executing agreements and documents related to the achievement of the Financing, such as the “Loan Agreement” and other necessary contracts, including the conditions that, at its discretion, are deemed appropriate, to issue certificates and to provide statements, as applicable; and |
| d. | Hiring, appointing, and designating a process agent (“Process Agent”); |
The following limit was set for the development and achievement of the Financing: reimbursable expenses to IFC of up to three hundred and sixty-five thousand dollars (US$365,000.00), and expenses directly incurred by the Company of seven hundred and fifty thousand reais (R$750,000.00). The payment of all the aforementioned fees was approved. RCs 10936439, 10936440, and 10936441.
Finally, the Board of Directors ratified all the acts previously performed by the Executive Board regarding the Financing.
After the floor was offered to anyone who intended to speak and, as there were no other pronouncements, the Chair, Mario Engler Pinto Junior, adjourned the meeting for the drawing up of these minutes, which were read, found to be in compliance, signed by me, Marialve de Sousa Martins, Executive Secretary of the Board of Directors, and by the following attending Board members: MARIO ENGLER PINTO JUNIOR, BENEDITO PINTO FERREIRA BRAGA JUNIOR, CLAUDIA POLTO DA CUNHA, EDUARDO DE FREITAS TEIXEIRA, FRANCISCO LUIZ SIBUT GOMIDE,
| Companhia de Saneamento Básico do Estado de São Paulo CEO’s Office R. Costa Carvalho, 300 – Pinheiros – CEP 05429-900 – São Paulo - SP Phone: (11) 3388-8000 www.sabesp.com.br |
FRANCISCO VIDAL LUNA, LEONARDO AUGUSTO DE ANDRADE BARBOSA, LUIS EDUARDO ALVES DE ASSIS, MARCELO MUNHOZ AURICCHIO, RONALDO COPPA, and WILSON NEWTON DE MELLO NETO.
This is a free English translation of the minutes drawn up in the Book of Minutes of the Board of Directors.
São Paulo, June 23, 2022.
| Mario Engler Pinto Junior | Marialve de Sousa Martins |
| Chair of the Board of Directors | Secretary of the Board of Directors |
|
Companhia de Saneamento Básico do Estado de São Paulo - SABESP | ||
| By: | /s/ Osvaldo Garcia
|
|
|
Name: Osvaldo Garcia
Title: Chief Financial Officer and Investor Relations Officer |
||
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.