The Brazilian Securities and Exchange Commission (CVM) announced the CVM Resolution No. 772, dated June 7th, 2017, which authorizes CVM´s Securities Registration Department (SER) to analyze requests to dismiss the requirements provided in items I and II of Article 6 of CVM Instruction No. 414/04, in public offerings of Real Estate Receivables Certificates (CRIs) backed by receivables that are considered real estate credits due to their intended allocation.
The SER can analyze the dismissal requests directly, without sending them to CVM´s Board, in the case of offerings that have the following characteristics:
a) the real estate credits that back the CRI are constituted by its issuer regardless of any future event;
b) the issuer of the real estate credits must be a publicly-held company engaged in the real estate market, in accordance with its corporate purpose;
c) the credits that back CRIs and whose allocation is intended for non-qualified investors shall be subject to the fiduciary regime, according to Article 6 of CVM Instruction No. 414/04, and the issuance of the CRI shall have at least one risk report from a rating agency;
d) the offering documents provide that: (i) the fiduciary agent is responsible for verifying that the raised funds are destined for the real properties linked to the CRI issuance, according to item I of Article 8 of Law No. 9.514/97; and (ii) the allocation of the raised funds is completed by the final payment of the CRI.
In this sense, given the new resolution and the attribution of authority to SER in order to analyze the dismissal requests of the above requirements, it is expected that the procedures for approving CRI public offerings backed by real estate credits by allocation will be faster.
Observations in this update about Brazilian law are by Tauil & Chequer Advogados. They are not intended to provide legal advice to any entity; any entity considering the possibility of a transaction must seek advice tailored to its particular circumstances.