Download ALUPAR INVESTIMENTO S.A. CNPJ n° 08.364.948/0001

ALUPAR INVESTIMENTO S.A.
CNPJ n° 08.364.948/0001-38
NIRE n° 35.300.335.325
Public Company
MATERIAL FACT
Alupar Investimento SA ( "Alupar" or "The Company"), a listed company, registered with
the CVM under No. 2149-0, in compliance with article 157, paragraph 4 of Law 6,404 dated
December 15, 1976 (" Corporation Law") and the provisions of CVM Instruction 358, of January
3, 2002, as well as in addition to the Material Fact disclosed by the Company on October 26,
2016, informs its shareholders and the market in general that on this date its subsidiaries
Transmissora Caminho do Café S.A. and Transmissora Paraíso de Energia S.A. ("the
Controlled") filed with the Agência Nacional de Energia Elétrica – ANEEL, a request for prior
approval of the change of its ownership structure to provide for: (i) the transfer of the interest
held by Perfin Administração de Recursos Ltda. ("Perfin") in the Controlled, equivalent to 0.5%
(zero point five percent) of the share capital to Apollo 11 Participações S.A. ("Apollo 11"), which
added to the current participation already held by Apollo 11 in the Controlled, will now hold 1%
(one percent) of the share capital of the Controlled; and (ii) and immediately thereafter, the
increase in the share capital of Apollo 11 in the Controlled, in order to holds 49% (forty nine
percent) of the share capital, through a capital increase in the Controlled to be subscribed by
Apollo 11 by the Apollo 11, with the Company's diluted to 51% (fifty one percent).
The Company clarifies that the change of the desired ownership structure, in relations to the
Controlled, aims to optimize investments in projects and enable greater efficiency in the
management of business processes for the best fulfilment of obligations and liabilities assumed
under Concession Agreements.
Additionally, it informs that the Shareholders' Agreements of the Controlled with Perfin
Administração de Recursos Ltda. and Apollo 11 Participações S.A., establishes that, in return for
the eventual provision by the Company of the proposed guarantee provided in the Auction
013/2015 - 2nd phase, the guarantees of full compliance on behalf of ANEEL and/or financing
guarantee (except for the pledging of shares), Apollo 11 and Perfin have granted the Company
ALUPAR INVESTIMENTO S.A.
R. Gomes de Carvalho, 1996 - 16º andar
Conj. 161 - Sala A - Vila Olímpia
04547-006 - São Paulo - SP - Brasil
Tel.: (+55 11) 4571-2400
an option to purchase the shares issued by the Controlled representing 30% (thirty percent) of
the shares to be subscribed and paid by the Apollo 11 and Perfin ("Option") at a price equal to
the issue price of each share subscribed by the Apollo 11 and Perfin, corrected pro rata according
to the inflation rate measured by the IPCA index, plus interest at 7.3% (seven point three
percent) per annum, computed from the date of payment of each share until the date of effective
payment of the price of the Option, less any amounts for dividends and/or interest on own capital
received from each share, object of the Option, by Apollo 11 and/or Perfin between the date of
payment and the date of exercising the Option, duly corrected by the same correction index and
interest rate described herein, from the date of dividend payment and/or interest on own capital
to the date of transfer of shares, object of the exercise of the Option ("Option Price"). The Option
may be exercised by the Company, at one time or in instalments at any time until the 8th.
(eighth), inclusive, date of the anniversary of the commercial operation of the venture, object
of the Controlled ("Period of Option Purchase").
The Company, in turn, grants Apollo 11 and Perfin an option for the sale of all shares issued by
the Controlled, to be subscribed and paid by Apollo 11 and Perfin ("Put Option"), at a price equal
to the issue price of each share subscribed by Apollo 11 and Perfin, corrected pro rata according
to the inflation rate measured by the IPCA index, plus interest of 5% (five percent) per annum
from the date of payment of each share until the date of actual payment of the price of the Put
Option, less the dividend amounts and/or interest on own capita received for each share, object
of the exercise of the Put Option, between the date of payment and the date of exercising the
Put Option, duly corrected by the same index correction and interest rate described herein, from
the date of dividend payment and/or interest on own capital up to the date of the transfer of the
shares of the Put Option ("Price for Exercising the Put Option").
The Put Option may be exercised by Apollo 11 and/or Perfin for each share of the Controlled
owned by Apollo 11 and/or Perfin, within up to twelve (12) months from the 10th. (tenth)
anniversary of the payment date (s) of that/those share (s) ("Period for Exercising the Put
Option"). If the Company fails to comply with obligations of these financing contracts causing
the acceleration of one or more assumed obligations through this, or fails to comply with the
deadlines to honor its payment obligations, the exercise period of the Put Option will be up to a
further 12 (twelve) months from the 8th anniversary of the payment date of the shares of the
Controlled.
ALUPAR INVESTIMENTO S.A.
R. Gomes de Carvalho, 1996 - 16º andar
Conj. 161 - Sala A - Vila Olímpia
04547-006 - São Paulo - SP - Brasil
Tel.: (+55 11) 4571-2400
In addition, in theory, the divestment of the Company's shares to a third party, that results in a
change of the Company's Control, Apollo 11 and Perfin will have the option for the sale of all
shares issued by the Controlled subscribed and paid in full by Apollo 11 and Perfin ( "Put Option
post Change of Control") at a price equivalent to the economic value of the Controlled ("Price of
the Put Option post Change of Control"). The Put Option post Change of Control may be exercised
by the Apollo 11 and/or Perfin in relation to all shares of the Controlled owned by Apollo 11
and/or Perfin within 30 (thirty) days from the date they became aware of the divestment of the
Company's Sale of shares operation to a third party, which results in changing the control of
ALUPAR ("Term exercise of Put Option post Change of Control").
The price of the post Change of Control Put Option will be the percentage of participation of
Apollo 11 and/or Perfin in the capital of the Controlled multiplied by the economic value of the
Controlled, to be determined by a specialized company chosen by Apollo 11 and/or Perfin from
a fivefold list, presented by the Company, and companies that are listed in the ANBID - National
Association of Investment Banks or ANBIMA - Brazilian Association of Financial and Capital
Markets.
In contrast, if Perfin ceases to be the manager of a shareholder’s investment fund of APOLLO 11
or a shareholder fund of the Controlled, ("Manager Change"), the Company will have an option
to purchase all the shares issued by Controlled, subscribed and fully paid by Apollo 11 and/or
Perfin ("Purchase Option post Manager Change") at a price equivalent to the economic value of
the Controlled. The Purchase Option post Manager Change may be exercised by the Company in
relation to all shares of Controlled, owned by Apollo 11 and Perfin within 30 (thirty) days from
the date that the Company is aware of a Manager Change ("Vesting Period for Purchase Option
post Manager Change").
The price of the Purchase Option post Manager Change will be the percentage of participation of
Apollo 11 and Perfin in the capital of the Controlled, multiplied by the economic value of the
Controlled, to be determined by a specialized company chosen by the Company from a fivefold
list submitted by the Apollo 11 and Perfin, companies that are listed in the ANBID - National
Association of Investment Banks or ANBIMA - Brazilian Association of Financial and Capital
Markets.
The Company will maintain its shareholders and the market updated about the prior approval
process pursuant to the Agência Nacional de Energia Elétrica – ANEEL. Finally, the Company
ALUPAR INVESTIMENTO S.A.
R. Gomes de Carvalho, 1996 - 16º andar
Conj. 161 - Sala A - Vila Olímpia
04547-006 - São Paulo - SP - Brasil
Tel.: (+55 11) 4571-2400
clarifies that the facts described above will not have any impact on the schedule of the public
offering object of the Material Fact disclosed by the Company on March 20, 2017.
São Paulo, March 21, 2017
José Luiz de Godoy Pereira
Vice President and Investor Relations Director
ALUPAR INVESTIMENTO S.A.
R. Gomes de Carvalho, 1996 - 16º andar
Conj. 161 - Sala A - Vila Olímpia
04547-006 - São Paulo - SP - Brasil
Tel.: (+55 11) 4571-2400