The regulation of public offerings of securities in Brazil underwent a significant transformation with the entry into force of CVM Resolution No. 160/2022, which profoundly revamped the regime previously established by CVM Instructions No. 400 and No. 476.

More than just a simple consolidation of regulations, the new regulation introduced a more flexible and modular architecture, focusing on operational efficiency, reducing regulatory costs, and expanding access to capital markets.

In this new scenario, understanding the regulatory logic of CVM Resolution 160 — especially from a practical perspective — has become essential for issuers, coordinators, and legal advisors involved in structuring offerings.

What has changed with the new regulation?

Historically, the Brazilian system distinguished between two main models of public offerings:

• Registered offerings (CVM Instruction 400), with stricter procedural requirements and wider distribution;
• Offers with restricted efforts (CVM Instruction 476), with significant limitations on distribution and target audience.

This duality generated significant distortions. In practice, economically similar structures were classified under different regimes, often for tactical reasons (time frame, cost, or investor base), and not necessarily due to the nature of the operation itself.

CVM Resolution 160 replaces this binary logic with a unified model, with different registration and distribution procedures within the same regulatory framework.

The logic of the new architecture

The new regulatory framework is organized around three main pillars:

Register of offers

CVM Resolution 160 provides for different registration methods, with varying degrees of CVM intervention — including cases of automatic registration.

In practice, this represents a significant change:

• Offers from frequent issuers or those with a consistent regulatory history may obtain registration automatically, without prior review by the CVM (Brazilian Securities and Exchange Commission).;
• The regulatory focus is shifting from ex-ante control to accountability and disclosure mechanisms.

Practical example: a publicly traded company can structure a debenture offering with automatic registration, significantly reducing the time between structuring and launch — something that, under the 400 regime, could take weeks or months.

Flexibility in distribution

The new regulation abandons the rigid distinction between "broad supply" and "restricted supply," replacing it with a more calibrated distribution model.

In practice:

• It is possible to structure offers with different levels of sales effort and investor reach within the same regime;
• The quantitative limitations of the old 476 (e.g., maximum number of investors approached) are no longer the main structuring factor.

This allows, for example, an offering initially designed for professional investors to be expanded more smoothly, depending on the strategy—something that previously would have required a change in tax regime.

Expanding investor access

CVM Resolution 160 also revisits the criteria for investor participation, allowing for greater flexibility in defining the target audience.

In practice, this has a direct impact on:

• the coordinators' distribution strategy;
• the design of the offer (e.g., institutional tranche vs. retail);
• the required level of disclosure.

Therefore, there is a significant gain in granularity in the structuring of the offer, with greater alignment between product risk and investor profile.

Greater regulatory efficiency

One of the central objectives of the new regulation was to reduce regulatory friction without compromising investor protection.

Among the most relevant advancements foreseen in CVM Resolution 160, the following stand out:

• express provision for automatic registration scenarios (specific articles of the regulation);
• Standardization of documents and forms;
• Streamlining the flow of interaction with the CVM;
• Elimination of overlaps typical of the 400/476 regime.

In practice, this translates to:

• reduction in the time frame for executing bids;
• greater predictability in the schedule;
• Lower transaction costs, especially for recurring transactions.

Practical impacts for issuers and coordinators

The new regulatory architecture is not merely conceptual—it directly alters how operations are structured.

For issuers:

• greater capacity for planning recurring fundraising (e.g., issuance programs);
• Reducing regulatory uncertainty in standardized offerings;
• The possibility of accessing the market more quickly during windows of opportunity.

For coordinators:

• greater flexibility in designing the distribution strategy;
• possibility of adjusting the “go-to-market”"of the offer throughout the process;
• Lower risk of restructurings due to inadequate regulatory framework (something common in the 400 vs. 476 regime).

A relevant practical example: a transaction that would previously have been structured as 476 due to time constraints can, under CVM 160, be structured with automatic registration and wider distribution — without loss of temporal efficiency.

Less dichotomy, more strategy.

One of the most significant effects of CVM 160 is the elimination of the "400 vs. 476" logic as the central decision-making process.

In practice, the question ceases to be "which regimen to use?" and becomes:

What is the best offer structure for this asset?

What is the ideal target audience?

what is the appropriate level of disclosure And what about distribution efforts?

In other words, the discussion becomes more strategic and less formalistic.

More than a regulatory change

CVM Resolution 160 is not just a regulatory update — it changes how the Brazilian capital market can be used.

In practice, this opens up space for:

• Faster and more opportune offers;
• hybrid distribution structures;
• More frequent market access for recurring issuers;
• Greater sophistication in the performance of coordinators and advisors.

Conclusion: an invitation to the strategic use of the market.

The new regulatory architecture creates a more flexible environment, but also demands greater sophistication in decision-making.

Those who continue to operate with the old logic (400 vs. 476) tend to underutilize the available tools.

On the other hand, issuers and coordinators who strategically incorporate the logic of CVM 160 will be able to:

• Access the market more quickly;
• Reduce implementation costs;
• To structure offers that better match the asset and investor profile.

In other words, the competitive advantage becomes less about regulatory compliance and more about the ability to structure operations effectively.

Article prepared by: Antonio Mazzucco, Marina Moreno and Bernardo Fontes.