ULTRAPAR
PARTICIPAÇÕES S.A.
Publicly
Traded Company
CNPJ nº
33.256.439/0001- 39
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NIRE
35.300.109.724
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MINUTES
OF THE MEETING OF THE BOARD OF DIRECTORS (05/2009)
Date,
Time and Location:
May 13th, 2009,
at 4:30 p.m., at the Company’s headquarters, located at Av. Brigadeiro Luiz
Antônio, nR 1343,
9th
floor, in the City and State of São Paulo.
Attendance:
Members of the
Board of Directors, duly signed.
Discussed
and approved matters:
1. The
Members of the Board approved, in accordance with terms of Article 59, paragraph
1, of the law 6,404 of December 15th, 1976
with subsequent amendments (“Brazilian Corporate Law”), the issuance by the
Company (“Issuance”), for public distribution of simple debentures, unsecured
non-convertible into shares (“Debentures”), under the terms and conditions
below:
1.1 Amount
The total amount to
be issued is up to R$ 1,200,000,000.00 (one billion and two hundred million
reais) at the issuing date.
(Minutes of the
meeting of the Board of Directors of Ultrapar Participações S.A., held on May
13th, 2009)
1.2. Issuance
number
The current
Issuance is the 3rd
Issuance of Debentures by the Company.
1.3 Quantity
and par value unit of the Debentures
1,200 (one thousand
and two hundred) Debentures will be issued, with par value unit of R$
1,000,000.00 (one million reais).
1.4. Series
The 3rd
Issuance is composed of 1 (one) single tranche.
1.5. Issuing
date, term and due date
1.5.1. The
issuing date is the date of the effective subscription
(“Issuing Date”)
1.5.2. The
Debentures will have a 3-year term, starting from the Issuing Date.
1.6. Non-convertibility
and form
The Debentures are
simple, nominative, of a book-entry form, non-convertible into shares of the
Company.
(Minutes of the
meeting of the Board of Directors of Ultrapar Participações S.A., held on May
13th, 2009)
1.7. Type
The Debentures are
unsecured.
1.8 Filing
for underwriting and trading in the primary market
1.8.1 The
Debentures will be distributed on a firm commitment basis,
with the intermediation of financial institutions members of the securities
distribution system through the Securities Distribution System (“SDT”), managed
by The National Association for Financial Market Institutions (“ANDIMA”) and
operated by CETIP – Over-The-Counter Clearing House (“CETIP”); and traded on the
National Debentures System (“SND”), managed and operated
by CETIP, with trading settlement and custody provided by CETIP; and/or of the
BOVESPAFIX System ("BOVESPAFIX"), managed
by BM&FBOVESPA S.A. - São Paulo Stock, Commodities & Futures Exchange
("BOVESPA"),
with trading settlement and custody provided by the Clearing and Depository
Brazilian Corporation (“CBLC”).
1.8.2 Debentures will
trade under the terms of the CVM
Instruction nR 476, of January
16th,
2009.
1.9 Remuneration
1.9.1 The par
value unit of the Debentures will not be subject to monetary
correction.
(Minutes of the
meeting of the Board of Directors of Ultrapar Participações S.A., held on May
13th, 2009)
1.9.2 Each
Debenture will bear interest corresponding to the accumulated variation of the
average daily DI rates (Inter-financial deposits of one-day) extra-group (DI
rates), daily calculated and published by CETIP on its daily release, available
on its website (http://www.cetip.com.br),
capitalized by 3.0% (three percent) per year, on a 252-day basis
(“Remuneration”), applicable to the par value unit of each Debenture, from the
Issuing Date to the effective payment date.
1.10 Remuneration
payment
The Debentures
Remuneration shall be paid on a yearly basis, starting from the Issuing
Date.
1.11 Amortization
The Debentures will
be redeemed in one single tranche at the final maturity date of each
Debenture.
1.12 Renegotiation
There will be no
renegotiation of the Debentures.
(Minutes of the
meeting of the Board of Directors of Ultrapar Participações S.A., held on May
13th, 2009)
1.13 Early
Redemption
The Company may, at
any time, by advance notice of at least 48 (forty-eight) hours before the
redemption date, early redeem the outstanding Debentures for a price equivalent
to the par value unit of each Debenture, added by the Remuneration calculated
pro rata temporis, from
the respective Issuing Date to the effective redemption date, and by the
following redemption premium:
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·
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1% of the
unit par value, if redeemed until the 12th
month of the subscription date;
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·
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0.75% of the
unit par value, if redeemed from the 13th
to the 24th
month, starting from the subscription
date;
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·
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0.50% of the
unit par value, if redeemed from the 25th
to the 30th
month, starting from the subscription
date;
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·
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0.25% of the
unit par value, if redeemed after the 30th
month, starting from the subscription
date.
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1.14 Early
maturity
Any of the following
items are considered events for early maturity:
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(a)
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change of
direct or indirect shareholding control of the
Company;
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(Minutes of the
meeting of the Board of Directors of Ultrapar Participações S.A., held on May
13th, 2009)
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(b)
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a request for bankruptcy by
the Company;
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(c)
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request for
judicial or extrajudicial recovery by the Issuer and/or its direct or
indirect controlling shareholders to any creditor or class of creditors,
independent of obtaining the judicial homologation or the deferment of the
processing or its waiver;
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(d)
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liquidation,
dissolution or adjudication of bankruptcy of the Company and/or its direct
or indirect shareholders and controlled companies; or
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(e)
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non-payment
of principal and/or of the Remuneration owed to the Debentures, on the
respective maturity dates.
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Lastly, the Board
of Directors decided to authorize the Board of Officers to take any measures
necessary to the implementation of the public placement of the Debentures,
including but not limited to all the actions necessary to the signing of the
respective underwriting agreement, the hiring of financial institutions
authorized to operate in the securities markets as intermediates, the hiring of
the fiduciary agent, underwriter bank, custodian institution, legal consultant
and other institutions which may be necessary to the public distribution,
setting their respective fees, as well as the publication and registration of
corporate documents with the competent authorities, including CETIP, ANBID, CVM
or any other authorities or organizations which may
be necessary to adopt any measures to implement and release the
Issuance.
(Minutes of the
meeting of the Board of Directors of Ultrapar Participações S.A., held on May
13th, 2009)