A debenture is a credit security representing a loan taken out by the Company from third parties. This security provides its holders with rights against the issuer (the Company), as per the conditions set forth in the deed of issue (debenture deed).
A deed of issue is a document describing all the rights granted by the security, its guarantees and other clauses and conditions of the issue, as well as its characteristics. The Company cannot issue debentures without this document.
Nominal debentures present the holder name and are registered in an appropriate book, the issuer having the discretion to contract the bookkeeper or to keep the issue book and the transfer registry. Book debentures are equally nominal; the difference is that it is not possible to issue a certificate of it and contracting a trustee is mandatory.
Convertible: Debentures enabling holders to convert their securities into shares issued by the own Company, pursuant to the terms and conditions included in the deed of issue.
Exchangeable debentures are debentures enabling the holders to exchange their securities for shares issued by a Company—provided that this Company did not itself issue the debentures—pursuant to the terms and conditions included in the deed of issue.
With Real Guarantee: Secured by goods included in the issuer’s or third party’s assets, in the form of mortgage, collateral or antichresis. Said goods remain unavailable for trade.
With Floating Charge: Ensure privileges over the issuer’s assets, however not hampering the trade of goods included in these assets.
Unsecured/Without Guarantee: Do not offer any kind of guarantee or privilege over the issuer’s assets, competing under equal conditions with other ordinary creditors in the event of settlement.
Subordinated: Ensure the privilege of debenture holders only in relation to the issuer’s shareholders as for the remaining asset in the event of settlement.
There are no legal maturity terms for debentures, which may also have undetermined terms (perpetual debenture). Nevertheless, taking the costs of the underwriting operation into account, it is not economically viable to issue debenture for less than a one-year term.
The trustee is indispensable in the issue of debentures for public distribution. In the event of private distribution, the obligatoriness is required provided there is an amortization fund. The trustee is the representative of debenture holders, protecting their rights towards the issuer.
Broker-dealers, investment banks and multiple banks holding investment portfolios.
The service to debenture holders of Unidas is provided in the city and state of São Paulo, at Alameda Santos, 438, 4th floor, CEP 01418-000.