Debt Instruments

First Issuance of Simple Debentures

On July 1st, 2007, we issued 25,000 simple, non-convertible, unsecured, registered, single-series debentures, each with a nominal value of R$10,000.00, for a total amount of R$250.0 million for public subscription.

The debentures shall mature in seven years. The debentures from the first issuance are not subject to early redemption..

Pursuant to the terms of the indenture of our 1st Issuance of debentures, an early maturity of such debentures will occur in the event of distribution of dividends, payments of interest on shareholders‘ equity or the completion of any other payments to the shareholders, if the Issuer is in; default of any of its obligations, as set forth in the indenture, not including, however, the payment of minimum mandatory dividends under the Article 202 of Brazilian Corporate Law and the rules of Novo Mercado.

The debentures of our 1st Issuance contain clauses determining maximum indebtedness levels and EBITDA ratio, based on our consolidated financial statements, as described below:

  • the ratio between (A) the sum of net debt and unpaid properties minus SFH debt; and (B) shareholders‘ equity shall always be equal to or less than 0.70;
  • the ratio between (A) the sum of total unallocated revenue and properties held for sale; and (B) the sum of net debt, unpaid properties and unallocated expenses shall always be equal or higher to 1.30, or less than zero;
  • the ratio between (A) EBIT; and (B) net expenses shall always be equal or higher than 1.50, or less than zero, and also the EBIT shall always be positive.

Pursuant to the terms of Article 60 of the Brazilian Corporate Law, the total value of debentures issued cannot be greater than our total capital stock. In addition, the debentures from the 1st Issuance contain: (i) a restriction on payments of dividends above a minimum of 25% for such time as we are in default of our obligations established in the indenture; (ii) a restriction on any sale, cessation or transfer of shares made by us or our subsidiaries that is equal to or greater than 10% of the Company or that of our subsidiaries, whose proceeds will not be fully utilized for the reduction of debt; and (iii) provisions limiting our indebtedness and EBITDA indices, based on our consolidated financial statements.

The 1st Issuance debentures have clauses in case of prepayment in certain events, such as (i) an individual amount of R$7.0 million or an aggregate amount equivalent to 2.0% of our shareholders‘ equity; (ii) noncompliance with any unappealable judicial decision determining the payment of an individual or aggregate amount equivalent in reais to 2.0% of our shareholders‘ equity; (iii) default or mandatory prepayment of any financial obligations in the individual or aggregate amount equivalent to R$5.0 million; and (iv) the approval of a consolidation, spin-off, merger or any form of corporate reorganization involving us or our subsidiaries, except if the consolidation, spin-off or merger (a) complies with the requirements of Article 231 of the Brazilian Corporate Law; or (b) in case a top international rating agency grants new rating for us or our first issuance, if such new rating is not lower than the original one; or (c) involves companies that hold interest in CHL or Goldfarb, among others.

The trustee of the debentures of the first issuance, Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários., receives a fee of R$7.500,00 - per quarter.

On June 30, 2011 was approved the signature of the Third Amendment, in the following terms:

  • Extension of the duration and maturity date of the Debentures to July 1, 2018;
  • Alteration to the remuneration of the Debentures, which will correspond to 100% (one hundred per cent) of the accumulated variation in the average daily rates for one-day over extra group Interbank Deposits, calculated and disclosed daily by the CETIP in the daily bulletin published on its Internet website (http://www.cetip.com.br) ("DI Rate"), plus a spread of 1.80% (one point eight per cent) a year, baseline 252 (two hundred and fifty two) business days, falling due on the unit face value not yet amortized as set forth in the Indenture ("New Remuneration");
  • Inclusion of a new grace period of 3 (three) years for amortization ("New Grace Period"), as from the date of alteration to the characteristics, namely: July 1, 2011;
  • Alteration to the frequency of amortization, changed to 4 (four) equal consecutive annual installments to be paid out after the New Grace Period, on July 1, 2015, July 1, 2016, July 1, 2017 and July 1, 2018 ("New Amortization"); and
  • Alteration to the frequency of payment for the New Remuneration, which will be owed: (i) during the New Grace Period, in half-yearly installments; and (ii) after the New Grace Period, in annual installments, together with the installments of the New Amortization, with the first annual installment scheduled for July 1, 2015.

Second issuance of convertible debentures

On April 30, 2009, we concluded the second private issuance of debentures, issuing 27,600 simple, convertible, registered, secured, single-series debentures, each with a nominal value of R$10,000.00, for a total amount of R$276.0 million. We subsequently cancelled 142 unsubscribed debentures pursuant to a resolution of the board of directors held on June 30, 2009. The debentures will mature in 42 months as from the issuance date, or the maturity date, and the certificates bear annual interest at the CDI rate plus 2.0%. The total principal amount is due to be paid on October 15,2010.

Our repayment obligations under these debentures are secured by a pledge of 100% of the common shares issued by CHL, and the debentures are considered senior indebtedness of the Company, with priority over our assets in the event of liquidation.

Each debenture is individually convertible into a number of common shares according to a ratio of the division of the face value of each debenture by the price of R$17.00 per common share. The conversion may occur: (i) at any time until the 30th business day before the maturity date, at the sole discretion of the respective debenture holder; or (ii) after a two year period as from the issuance date, at our sole discretion, according to the conditions provided in the respective indenture.

We appointed Planner Trustee DTVM Ltda. as the trustee of the second issuance. Among other duties, the trustee must: (i) declare, in the terms of the indenture, the anticipated maturity of the debentures in case of default, including the principal amount and other amounts due; (ii) liquidate the collateral granted pursuant to the terms of the indenture, applying the proceeds to pay the holders of the debentures; and (iii) take all necessary measures to ensure such payment to the holders of the debentures.

On October 21, 2009, we announced the early redemption of all of the outstanding debentures from our second issuance, with the intention to early convert these debentures into our common shares. The holders of the debentures requested either their conversion into shares or a cash payment. Consequently, there are no longer any debentures from our second issuance outstanding.

Third issuance of non-convertible debentures with secured collateral

On August 31, 2009, the shareholders meeting approved the 3rd Issuance of non convertible debentures into shares, secured and single-series debentures. There were issued 300 debentures, the nominative form and scriptural, each with a face value of R$1.0 million, for a total amount of R$300.0 million. The deed of the 3rd Issuance of Debentures was concluded on September 11, 2009, with the Fundo de Garantia por Tempo de Serviço and the debentures will mature in five years from the issuance. The payment will have 36 months of grace period and after that period, it will be held twice a year. Interest will be paid semiannually.

The debentures bear interest at the Referential Rate (Taxa Referencial), or TR. as published by the Central Bank, calculated on a pro rata basis and added to an initial interest rate of 8.75% per year, on a 252 business days.

The proceeds from such debentures will be allocated to the financing of the construction of residential units classified within the scope of the SFH.

The Company‘s obligations of the 3rd Issuance of debentures will be primarily granted by fiduciary assignment of receivables of The SPE’s that are developing projects to be financed by the 3rd Issuance of Debentures, as well as the fiduciary guarantee of the issuance quotes of such SPE.

Under the indenture of third issuance debentures there will be an advance maturity in case of dividends distribution, interest payments on capital or making any other payments to the shareholders. If the Issuer is in default with any of its obligations under the indenture, there will be a payment of the minimum mandatory dividend, under article 202 of the Brazilian Corporate Law and the Rules of the Novo Mercado.

The debentures of our third issuance contain provisions limiting our ability to incur indebtedness beyond certain thresholds, and restricting our debt to EBITDA ratio, based on our consolidated financial statements, as described below:

  • the ratio between (A) the sum of net debt and unpaid properties minus SFH debt and (B) shareholder’s equity shall always be equal to or less than 0,70;
  • the ratio between (A) the sum of total unallocated revenue and properties held for sale and (B) the sum of net debt, unpaid properties and unallocated expenses shall always be equal or higher to 1.30, or less than zero;
  • the ratio between (A) EBITDA and (B) net expenses shall always be equal or higher than 1.50, or less than zero, and also the EBITDA shall always be positive.

Pursuant to the terms of Article 60 of the Brazilian Corporate Law, the total value of debentures issued cannot be greater than our total capital stock. In addition, the debentures from the third issuance contain: (i) a restriction on payments of dividends above a minimum of 25% for such time as we are in default of our obligations established in the indenture; (ii) a restriction on any sale, cessation or transfer of shares made by us or our subsidiaries that is equal to or greater than 10% of our shareholders equity or that of our subsidiaries, whose proceeds will not be fully utilized for the reduction of debt; and (iii) provisions limiting our indebtedness and EBITDA indices, based on our consolidated financial statements, as described above.

Pursuant to the terms of the indenture of our 3rd issuance of debentures, there will be an early maturity in the event of: (i) repeated claims against us with an individual amount higher than the equivalent to 1.0% of our shareholder‘s equity or an aggregate amount equivalent to 2.0% of our shareholders‘ equity; (ii) the occurrence of any sale, assignment or transfer of our assets whose value is equal to or higher than 10.0% of our shareholders‘ equity; and (iii) the approval of a consolidation, spin-off, merger or any form of corporate reorganization involving us or our material subsidiaries, except if the consolidation, spin-off or merger (a) complies with the requirements of Article 231 of the Brazilian Corporate Law, or (b) in case a top international rating agency grants new rating for us or our third issuance, if such new rating is not lower than the original one; or (c) involves companies that we hold interest in, or a company whose primary asset is interest in a company that we also hold interest in; or (d) that does not involve the special purpose vehicles whose shares were given to guarantee our repayment obligations related to the third issuance of debentures, or finally (e) if we are the merging company and Goldfarb or CHL is the merged company, (iv) if, cumulatively: (a) current control of the Issuer is divested without prior specific approval from the Debenture Holder; and (b) the Issue rating is lowered due to such divestment of control, as indicated in a Risk Rating Report drawn up by a Risk Rating Agency, compared to the Issue rating, and (v) alteration to the risk rating originally assigned to the Debentures (which may not be less than BBB+), downgraded to a risk rating of less than BBB+ by the Risk Rating Agency at nationwide scale.

The redemption may occur until such time as the principal is paid, in full or in part, but at a minimum of 25% of the debt balance of the outstanding debentures. The redemption premium varies depending on when we exercise the redemption option, from a minimum of 0.5% and a maximum of 1.5% above the total value of the issuance, as calculated by the trustee.

The trustee of the debentures of the third issuance, Oliveira Trust DTVM S.A., receives an initial payment of R$30.000 and bi-annual payments of R$60,000.

Simple Debentures of the 4th Issuance

Under the Simple Debentures of the 4th Issuance of the Company occurred on August 10, 2010, not Convertible into shares, without guarantee, in a single series, were issued 280 debentures not Convertible into shares, nominative, with a face value of R$1.0 million, totaling R$280,0 million.

The debentures mature in 6 years and are paid at a rate equivalent to the CDI rate plus 2.4% per year. The annual amortization will be in 16 quarterly installments with failure period of 27 months from the date of issue. The Issuer may make, at any time, extraordinary amortization or early redemption optional, partial or total, as appropriate, the balance of the Unit Face Value of the Debentures.

Under the terms of debentures of the 4th Issuance will be acceleration in the case of distribution of dividends, interest payments on own capital or making any other payments to shareholders, if the Issuer is in default with any of its obligations under the Deed, exception, however, the payment of the minimum mandatory dividend referred to in Article 202 of the Law 6.404/76 and the Regulation of Novo Mercado.

The 4th Issues’ debentures do not have clauses determining maximum levels of indebtedness and EBITDA levels.

The 4th Issues’ debentures have clauses of early maturity in the event of certain events, such as (i) legitimate protest of securities against the Issuer in an individual amount or aggregate of R$10 million, (ii) a default or early payment of any financial obligations value, individually or in aggregate, exceeding R$10 million, (iv) if the incorporation, spin-off or merger of the Issuer, without the prior approval of the Debenture holders, as provided in Article 231 of the Law 6.404/76, among others.

The Trustee of the debentures of the 1st issue is the GDC Partners Serviços Fiduciários DTVM Ltda., which receives quarterly payment of R$12,500.00.

Fifth issuance of non-convertible debentures with secured collateral

On August 16, 2010, the Company issued its 5th Issuance of non convertible debentures into shares, secured and single-series debentures. There were issued 600 book-debentures, in the nominative form, each with a face value of R$1.0 million, for a total amount of R$600.0 million ("5th Issuance of Debentures").

The debentures bear interest at the Referential Rate (Taxa Referencial), or TR. as published by the Central Bank, calculated on a pro rata basis and added to an initial interest rate of 8.16% per year, on a 252 business days. The face value of the debentures will be amortized in 5 (five) equal half-yearly installments, with the first installment payable on August 1, 2013.

The proceeds from such debentures will be allocated to the financing of the construction of residential units classified within the scope of the SFH.

The Company‘s obligations of the 5th Issuance of Debentures will be primarily granted by fiduciary assignment of receivables of the SPE’s that are developing projects to be financed by the 5th Issuance of Debentures, as well as the fiduciary guarantee of the issuance quotes of such SPE.

Pursuant to the terms of the Deed Of Issuance of our 5th Issuance of Debentures, there will be an early maturity in the event of: (i) well-founded and reiterated protest of titles against the Issuer or against one of its subsidiaries, at an individual value exceeding the equivalent of 1% of the net worth of the Issuer, or an aggregate value equivalent to 2% (two percent) of the net worth of the Issuer; (ii) default on any financial obligations worth individually more than the equivalent of 1% of the net worth of the Issuer, or an aggregate value exceeding equivalent to 2% of the net worth of the Issuer; (iii) corporate split, merger, acquisition or take-over or any type of corporate restructuring process of the Issuer and / or its main subsidiaries, unless such merger, corporate split, acquisition or take-over: (i) complies with the requirements set forth in Article 231 of Brazil’s Joint Stock Corporations Act; or (ii) if the risk ratings of the Issuer and the Issue are revised by an internationally renowned agency, they are not lowered to a level less than the rating assigned for the purposes of this Issue; or (iii) they address a company in which the Issuer holds a stake or a company whose main asset is a stake in which the Issuer also holds a stake; or (iv) if such merger, corporate split, acquisition or take-over does not involve Specific Purpose Enterprises (SPEs) whose shares or quotas have been put up as collateral in order to guarantee compliance with the obligations of the Issuer in the aegis of this Issue; or (v) if the Issuer was the acquirer and its main subsidiaries were acquired (in compliance with subitem (iv) of this item); among other matters. (iv) if, cumulatively: (a) current control of the Issuer is divested without prior specific approval from the Debenture Holder; and (b) the Issue rating is lowered due to such divestment of control, as indicated in a Risk Rating Report drawn up by a Risk Rating Agency, compared to the Issue rating, (v) alteration to the risk rating originally assigned to the Debentures (which may not be less than BBB+), downgraded to a risk rating of less than BBB+ by the Risk Rating Agency at nationwide scale.

At any time, the Issuer may acquire Debentures in circulation at a price no higher than the Unit Face Value together, increased by the Remuneration calculated on a pro rata temporis basis, from the Date of Issue or the Date of Payment of the Remuneration immediately prior thereto, as applicable, complying with the provisions set forth in Paragraph 2 of Article 55, of Brazil’s Joint Stock Corporations Act. The Debentures subject to this procedure may be: (i) canceled; (ii) held as treasury stock; or (iii) placed back on the market. Debentures acquired by the Issuer to be held as treasury stock, as addressed in this item, if and when placed back on the market, will have the same remuneration as the other Debentures still in circulation, with the former being addressed through an Amendment to this Indenture.

The amount of the early amortization will be increased by a premium, depending on the time when the Issuer decides to implement such amortization: (i) up to August 1, 2011 - premium of 1.5% on the total value of the amount subject to early amortization, as calculated by the Fiduciary Agent; (ii) from August 2, 2011 through to August 1, 2012 - premium of 1% on the total amount subject to early amortization, as calculated by the Fiduciary Agent; (iii) from August 2, 2012 through to February 1, 2012 - premium of 0.5% on the total value of the amount subject to early amortization, as calculated by the Fiduciary Agent; and (iv) from February 2, 2013 onwards - no premium payable.

The trustee of the debentures of the fifth issuance, Planner Trustee DTVM S.A., receives an initial payment of R$40.000 and quarterly payments of R$27,000.

Simple Debentures of the 6th Issuance

Under the Simple Debentures of the 6th Issuance of the Company occurred on March 24, 2011, not Convertible into shares, with secured collateral, in a single series, were issued 97 debentures not Convertible into shares, nominative, with a face value of R$1.0 million, totaling R$97,0 million.

The debentures shall mature in 66 months in the issuance date, and it shall be remunerated by a fixed rate of 14.60% per year, linearly calculated. That is equivalent to a fixed rate of 11.31%, calculated on a exponential basis. The total principal amount is due to be paid in a single payment in the 66th month from the issuance date. The debentures from the 6th issuance are not subject to early redemption.

The 6th Issues’ debentures do not have clauses determining maximum levels of indebtedness and EBITDA levels.

The 6th Issues’ debentures have clauses of early maturity in the event of certain events, such as (i) lawful protest of papers against the Company worth an individual or aggregate amount exceeding 0.9% of the net worth of the Issuer or R$ 100 million, whichever is the lesser amount, for the payment of which the Company is liable; (ii) default or early maturity of any financial obligations worth an amount that might result in the enforceability of the debt, if not remedied within the deadline established through an agreement or negotiated between the Parties: (a) of the Company, worth an amount exceeding an individual or aggregate value equivalent to 0.9 % of its net worth or R$ 100 million, whichever is the lesser amount; (b) any subsidiary or other company in which PDG-DI holds a stake worth more than, either individually or in the aggregate, of the equivalent of 2% of the net worth of the Specific Purpose Enterprise (SPE); or (c) non-compliance with any obligation accepted by the Issuer to the Debenture Holders, when not remedied by the deadline established in the respective obligations; (iii) implementation, integration and / or involvement in any other manner whatsoever of PDG-DI and / or any Specific Purpose Enterprise (SPE), in any corporate restructuring operation, including without limitation, any merger, corporate split, acquisition or take-over, without prior written express consent of the Debenture Holders at a General Meeting of the Debenture Holders; among other matters and (iv) direct or indirect acquisition and / or alteration in the stock control of the Issuer or PDG-DI, without the prior approval of the Debentures Holders at a General Meeting of the Debenture Holders, with control taken to mean the prerogatives addressed in Article 116 of Brazil’s Joint Stock Corporations Act.

The Trustee of the debentures of the 6st issue is the Pavarini DTVM Ltda., which receives quarterly payment of R$15,000.00.

7th issue of unsecured non-stock-convertible simple debentures, in a single series

The Debentures will be unsecured, in compliance with Article 58, Head Paragraph, of the Brazilian Joint Stock Corporations Act, not conferring any special or general privileges on their holders, and with no separation of assets owned by the Issuer in particular to provide guarantees for the Debenture Holders should it be necessarily execute the obligations of the Issuer arising from the Debentures and this Indenture, through the Courts or by other means.

Under the aegis of the 7th Issue of simple non-stock-convertible unsecured debentures in a single series by the Company for public distribution with limited placement efforts, 140 debentures were issued in a single series, each with a unit face value of R$ 1.0 million, worth a total amount of R$ 140.0 million.

The debentures will mature in 81 months, with prefixed remuneratory interest of 6.56% p.a., payable on the restated unit face value of the debentures, with a baseline of 252 business days, calculated by business days since the issue date, paid out at the end of each capitalization period. The amortization of the debentures will be conducted in 2 (two) stages, with the first maturing on March 15, 2018 and the second maturing on December 15, 2018. There will be no optional early redemption or amortization of the Debentures.

The debentures in the 7th issue are subject to early maturity clauses in case of certain events, such as: (i) protested papers filed against the Issuer, even if as the guarantor, and / or any subsidiaries that the Issuer controls individually whose individual or aggregate unpaid value exceeds 0.5% of the net worth of the Issuer; (ii) unjustified non-payment on the original maturity date or on early maturity of any pecuniary obligations of the Issuer whose individual or aggregate unpaid value exceeds 0.5% of the net worth of the Issuer; (iii) default by the Issuer on any pecuniary obligation related to this Issue; (iv) non-compliance by the Issuer with any of the financial limits and indexes calculated on the basis of the consolidated quarterly information of the Issuer; (v) payment of dividends and (vi) should the Issuer be taken over or acquired. Covenants: (i) the ratio between (A) the difference between the Net Debt and SHE Debt and (B) the net worth must always equal to or less than 0.80 (zero point eight zero); (ii) the ratio between (A) the sum of the Total Receivables and Real Estate to be Sold and (B) the sum of the net Debt, Real Estate Payable and Costs and Expenditures for Allocation must always be equal to or greater than 1.30 (one point three zero) or less than 0 (zero).

The Fiduciary Agent for the debentures addressed by the 7th Issue is Oliveira Trust Distribuidora de Títulos e Valores Mobiliários S.A, which receives an annual remuneration of R$ 5,500.00.

8th Private Issue of Unsecured Stock Convertible Debentures

The Debentures will be unsecured, pursuant to the Article 58, caput, of the Law Nº6,404/76 (Corporation Law). The Unitary nominal value is R$ 0.01 (one cent of real) on the date of issue ("Unitary Nominal Value). The face value of the Debentures will be settled in full through a single payment on the maturity date, should the Debentures not be converted. The Debentures will not have the right to any remuneration. The issuer shareholders will not have any right of first refusal to subscribe to the Debentures, as (i) the Debentures, are issued strictly in order to allow the Warrants holders to exercise their exclusive right to subscribe to and pay for the Debentures, as established at the Extraordinary Shareholders’ General Meeting; and (ii) when the Warrants were issued, the right of first refusal addressed in article 171 of the Corporation Law was assured for the issuer shareholders. The conversion period for the Debentures may be brought forward in the following hypotheses ("Pre Conversion Event"): (a) application for entry into receivership, filing under Chapter 11 or extrajudicial request for recovery presented by the issuer, or any similar proceedings, and / or any of the subsidiaries controlled individually by the issuer; (b) alteration to the Company By-Laws of the Issuer in order to alter: (i) the mandatory minimum dividend; (ii) the ceiling on the authorized capital; (iii) the registered purposes of the Company; or (iv) the minimum and maximum number of Board Members; (c) the withdrawal of the Issuer from the Novo Mercado of the BMF&FBOVESPA; (d) failure by the Issuer to comply with the financial index calculated on the basis of the consolidated quarterly information of the Issuer, as follows: (A) the sum of the Net Debt, excluding CRI Debts, SFH Debts and real estate payable; and (B) Net worth exceeding 0.70 (zero point seven). The effective approval of any merger, corporate split, acquisition, acquisition of shares, transformation or any type of corporate restructuring process involving the Company and / or its subsidiaries and the issue of subscription bonds, convertible debentures, or any security convertible into shares issued by the Company will be dependent on the ratification by a majority of the holders of debentures in the 8th (eighth) issue of debentures convertible into shares issued by the Company, gathered together at a General Meeting of the Debenture Holders.

Each debenture may be converted into one (1) new ordinary share of the Company at the end of four (4) years counted as of the date of its issuance, by means of an additional payment by the debenture holders, on the conversion date, of the higher of the following amounts per debenture: R$4.00 (four reais), adjusted by the variation of the SELIC index of the period between the date of the issuance of the debenture and the conversion date; or (b) R$6.00 (six reais) ("Conversion Price"). The Conversion Price shall simultaneously and proportionally adjusted: (i) to modifications on the number of shares in which the capital stock is divided, caused by dividends, grouping or slitting of ordinary shares of the Company, carried by any reason, as of the date of issuance; and the following shall be deducted (ii) the amount of any earnings (dividends, interest over net interest on net equity, etc), stated by the Company as of the issuance date; and (iii) the amounts refunded to the shareholders as consequence of a capital decrease of the Company as of the issuance date, without any burden to the Debenture holders and in the same proportion established for such events.

There are no hypotheses foreseen for the early maturity of the Debentures, with some hypotheses for early conversion, with the pre-payment thereof by the Company being forbidden.

Promissory Notes

The Company issued three hundred (300) promissory notes in an amount of to R$1.0 million each, in a single series ("Promissory Notes"). The Promissory Notes have a maturity term of one hundred and fifty (150) consecutive days to be counted from the issuance date, and the amount of principal and interest will be subject to amortization upon maturity. The Promissory Notes are entitled to compensatory interest based on the variation of the average daily interest rate of Interfinancial Deposits accrued of a premium of 1.65% per year, calculated exponentially and cumulatively pro rata temporis, per business days. The Promissory Notes were subject to public distribution with restricted efforts, under the secured promissory note method, according to the provisions of CVM Rule 476.

The Promissory Notes have been fully paid on October 15, 2010.

In August 14th, 2015, the Company issued of its second (2nd) offering of commercial promissory notes, that comprises ninety-five (95) Promissory Notes, with a nominal unit value of five million reais (R$5,000,000,00), totaling four hundred and seventy-five million reais (R$475,000,000.00). The net proceeds will be used to settle certain obligations assumed by the Company and its subsidiaries. The Promissory Notes were subject to public distribution with restricted efforts, according to the provisions of CVM Rule 476.

CRI Issuance

Click here to see more information about the last Issuance.

Credit Rating

On August 6th 2015, Standard & Poors downgraded the corporate credit rating of our debentures from B to B-, which we have maintained up to the date hereof. The Outlook for the corporate credit ratings is negative. The ratings of the first and third debentures issues were downgraded from brBBB- to brB.

On February 23, 2015 Moody‘s Investors Service (Moody‘s) has assigned B3 global currency and A1.br Brazil national scale corporate family ratings to PDG Realty S.A. ("PDG"). The outlook for the ratings is negative.

(*) Information available in Portuguese only

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