By: André Jerusalem

On July 13, 2022, CVM published resolutions CVM 160, CVM 161, CVM 162 and CVM 163, which introduce new rules for public offerings of securities. Below, we will briefly summarize what each of these resolutions changed, as well as their impacts on the market.

1. CVM Resolution 160:

replaced CVM Instructions 400 and 476, thus becoming the general rule applicable to all public offerings of primary or secondary distribution of securities in Brazil. Among other objectives, the rule brought greater flexibility to the carrying out of offerings.
One of the most notable changes was the replacement of the prospectus templates, with the aim of making them more succinct and objective, segmented by the type of security offered, and with the aim of generating more objective and relevant information for investors. Additionally, the offering sheets were also introduced, which is a preliminary and standardized document with the first information of interest to investors, so that they can have a preliminary view of the offering.

With regard to the market notice, commencement announcement and termination announcement, efforts have been made to reduce their content to the bare minimum, making them simpler.

2. CVM Resolution 161:

This regulation deals with the registration regime for coordinators of public offerings for the distribution of securities. The purpose of this regulation is to regulate the activities of these participants, since CVM Resolution 160 made the offerings subject to fewer prior controls by the CVM. The regulation also seeks to facilitate the entry of other agents as coordinators of public offerings, an activity that until now was only permitted to financial institutions.

3. CVM Resolution 162:

Complementary to Resolution 160, Resolution 162 sought to harmonize other rules currently in force, with the aim of adapting its terminology and structure to the other Resolutions issued on the 13th.

4. CVM Resolution 163:

It replaced CVM Instruction 566, which provides for the public offering of promissory notes.

Automatic Rite: More flexibility for Public Offerings with Restricted Efforts.

An important change brought about by Resolution 160 is the increased flexibility for issuers of securities that carry out restricted-effort offerings, previously governed by CVM Instruction 476. In this sense, the adoption of the automatic procedure preserves the main advantages of 476 offerings, but with the inclusion of other advantages, such as:

• (i) removal of limits on the number of potential investors that can be accessed;
• (ii) removal of the trading restriction after the offering; and
• (iii) elimination of the 4-month limit for carrying out a new offer of the same security by the issuer.

The above changes are part of the CVM's 2022 Regulatory Agenda, and will come into effect on January 2, 2023.