Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
01 Juli 2022 - 12:02PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of June, 2022
Commission File Number 1-34129
CENTRAIS ELÉTRICAS BRASILEIRAS S.A.
- ELETROBRÁS
(Exact name of registrant as specified in its
charter)
BRAZILIAN ELECTRIC POWER COMPANY
(Translation of Registrant's name into English)
Rua da Quitanda, 196 – 24th floor,
Centro, CEP 20091-005,
Rio de Janeiro, RJ, Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F _______
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____
ANNOUNCEMENT OF TRANSACTION WITH RELATED PARTY
CENTRAIS
ELÉTRICAS BRASILEIRAS S/A CNPJ: 00.001.180/0001-26 | NIRE: 533.0000085-9 PUBLIC COMPANY
Centrais Elétricas Brasileiras
S/A (“Company” or “Eletrobras”) (B3: ELET3, ELET5 & ELET6; NYSE: EBR &
EBR.B; LATIBEX: XELT.O & XELT.B) hereby in compliance with Annex 30-XXXIII of CVM Instruction No. 552, dated October 9, 2014, informs
its shareholders and the market in general of the following related party transaction:
Related Party Names |
Company: Centrais Elétricas Brasileiras
S.A (“Eletrobras”);
Eletrobras Subsidiaries:
(i) Centrais Elétricas do Norte do Brasil S.A. (“Eletronorte”); and (ii) Companhia
Hidro Elétrica do São Francisco S/A (“Chesf”);
Beneficiary of the operation (Beneficiary):
SPE Norte Energia S.A. (“Norte Energia”);
Creditor: Banco Nacional do Desenvolvimento
Econômico e Social (“BNDES”) |
Issuer Relationships |
Eletrobras Subsidiaries: Companies under the direct control of the Company; Beneficiary of the operation: Company with equity interest held by the Company, as well as by the designated Eletrobras Subsidiaries, and which has the Company as Guarantor of the financial operations signed with the Creditor; Creditor: Financial institution controlled by the Federal Government, which holds a relevant shareholding in the Company. |
Date of the transaction |
June 28, 2022
|
Object of the Agreement |
This is an amendment to the Financing Agreement
upon opening of credit, entered into with BNDES, with the objective of formalizing the Beneficiary's adherence to the conditions of the
Standstill program promoted by BNDES.
The aforementioned standstill program
is among the emergency measures made available by BNDES to the market since March 2020 to deal with the adverse financial effects of the
coronavirus pandemic. For the specific case of hydroelectric plants, the current standstill program is part not only of the pandemic context,
but also of facing the 2021 water crisis. |
This document may contain estimates and forecasts that are not statements of fact that occurred in the past but reflect our management beliefs and expectations and may constitute future events' forecasts and estimates under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. The words "believe", "may", "estimate", "continue", "anticipate", "intend", "expect" and related words are intended to identify estimates that necessarily involve risks and uncertainties, known or unknown . Known risks and uncertainties include, but are not limited to: general economic, regulatory, political and commercial conditions in Brazil and abroad, changes in interest rates, inflation and value of the Real, changes in volumes and the pattern of use of electricity by consumer, competitive conditions, our level of indebtedness, the possibility of receiving payments related to our receivables, changes in rainfall and water levels in the reservoirs used to operate our hydroelectric plants, our financing and capital investment plans, existing and future government regulations , and other risks described in our annual report and other documents filed with CVM and SEC. Estimates and forecasts refer only to the date they were expressed and we assume no obligation to update any of these estimates or forecasts due to the occurrence of new information or future events. Future results of the Company's operations and initiatives may differ from current expectations and the investor should not rely solely on the information contained herein. This material contains calculations that may not reflect accurate results due to rounding. |
Main Terms and Conditions |
The temporary suspension of the payment of principal
and interest on the Financing Agreement will be formalized for 6 (six) months, in the period between January 15, 2022 and June 15, 2022,
without changing the final term of the amortization period, the interest rate and the final term of the Agreement. The suspended installments
will be capitalized to the debit balance.
Taking as a reference the base date of the most recent
Company’s financial statement (March 31, 2022), the portion of the debt balance temporarily suspended regarding the amount guaranteed
by the Eletrobras Group in the Beneficiary's financing is approximately BRL 6.162 billion.
Other Relevant Terms and Conditions:
I.
Regarding he conditions contractually provided for, as applicable: (i) the issuance of the statement
on the physical completion and achievement of the economic and financial performance of the project; and/or (ii) the exoneration of current
fiduciary guarantees, is aware that, cumulatively:
a.
The suspension of payments provided for in Clause One (Temporary Suspension of Payments) will prevent,
until the year following the final term of the aforementioned suspension of payments, the issuance, by BNDES, of the declaration regarding
the fulfillment of such conditions; and
b.
The period of suspension of payments provided for in Clause One (Temporary Suspension of Payments)
must be expunged from the analysis regarding the fulfillment of such conditions.
II.
The Beneficiary will not be considered in default with BNDES if it does not reach the contractually
established economic and financial indicators for the year 2022, as established in Clause One (Temporary Suspension of Payments;
III.
In addition to the obligations provided for in the contract, the Beneficiary undertakes to:
a.
Not distribute dividends and interest on equity for the 2022 financial year to shareholders above
the minimum required under corporate law;
b.
Not distribute profits or dividends accumulated in the Balance Sheet as a reserve of any kind and
interest on equity for years prior to those in which there are suspended installments during the 2022 financial year to partners and shareholders;
c.
Not reduce its share capital during the 2022 financial year.
|
This document may contain estimates and forecasts that are not statements of fact that occurred in the past but reflect our management beliefs and expectations and may constitute future events' forecasts and estimates under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. The words "believe", "may", "estimate", "continue", "anticipate", "intend", "expect" and related words are intended to identify estimates that necessarily involve risks and uncertainties, known or unknown . Known risks and uncertainties include, but are not limited to: general economic, regulatory, political and commercial conditions in Brazil and abroad, changes in interest rates, inflation and value of the Real, changes in volumes and the pattern of use of electricity by consumer, competitive conditions, our level of indebtedness, the possibility of receiving payments related to our receivables, changes in rainfall and water levels in the reservoirs used to operate our hydroelectric plants, our financing and capital investment plans, existing and future government regulations , and other risks described in our annual report and other documents filed with CVM and SEC. Estimates and forecasts refer only to the date they were expressed and we assume no obligation to update any of these estimates or forecasts due to the occurrence of new information or future events. Future results of the Company's operations and initiatives may differ from current expectations and the investor should not rely solely on the information contained herein. This material contains calculations that may not reflect accurate results due to rounding. |
Detailed reasons why the Company's Management considers that the transaction observed commutative conditions or provides for adequate compensatory payment |
The standstill program is promoted by a state-controlled
bank, with the intention of supporting the country's economy in the scenario of water scarcity and uncertainties. It is observed that
it is offered under the same conditions to all borrowers, regardless of whether they are related parties, state or private, as long as
they meet the criteria established by the bank.
From the Beneficiary's point of view, adhesion presents
commutative conditions, as it preserves the contractual conditions currently established and, at the same time, preventively mitigates
potential adverse financial impacts arising from the water context.
From the perspective of the Company and its Subsidiary,
the guarantor and shareholder of the Beneficiary, respectively, the mitigation of risks for this company within the scope of the standstill
program is a measure considered relevant, given the roles exercised by the Company and its Subsidiary vis-à-vis the Beneficiary
in their financing contracts. |
Eventual participation of the counterparty, its partners or administrators in the decision process of the issuer's subsidiary regarding the transaction or the negotiation of the transaction as representatives of the Company, describing these interests. |
The decision within the scope of the Company was established based on technical and financial assessments that supported the execution of the contractual amendment within the deadline, with this decision-making process being processed independently and in the appropriate levels of the Company's Governance. |
Rio de Janeiro, June 30, 2022
Elvira Cavalcanti Presta
CFO and Investor Relations Officer
This document may contain estimates and forecasts that are not statements of fact that occurred in the past but reflect our management beliefs and expectations and may constitute future events' forecasts and estimates under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. The words "believe", "may", "estimate", "continue", "anticipate", "intend", "expect" and related words are intended to identify estimates that necessarily involve risks and uncertainties, known or unknown . Known risks and uncertainties include, but are not limited to: general economic, regulatory, political and commercial conditions in Brazil and abroad, changes in interest rates, inflation and value of the Real, changes in volumes and the pattern of use of electricity by consumer, competitive conditions, our level of indebtedness, the possibility of receiving payments related to our receivables, changes in rainfall and water levels in the reservoirs used to operate our hydroelectric plants, our financing and capital investment plans, existing and future government regulations , and other risks described in our annual report and other documents filed with CVM and SEC. Estimates and forecasts refer only to the date they were expressed and we assume no obligation to update any of these estimates or forecasts due to the occurrence of new information or future events. Future results of the Company's operations and initiatives may differ from current expectations and the investor should not rely solely on the information contained herein. This material contains calculations that may not reflect accurate results due to rounding. |
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: June 30, 2022
CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS |
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By: |
/S/ Elvira
Baracuhy Cavalcanti Presta
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Elvira Baracuhy Cavalcanti Presta
CFO and Investor Relations Officer |
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FORWARD-LOOKING STATEMENTS
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 offuture
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.
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