Form
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
Of Foreign Private Issuer
Pursuant
To Rule 13a-16 Or 15d-16 Of
The
Securities Exchange Act Of 1934
For the
month of May, 2009
Commission
File Number: 001-14950
ULTRAPAR
HOLDINGS INC.
(Translation
of Registrant’s Name into English)
Avenida Brigadeiro Luis Antonio,
1343, 9º Andar
São
Paulo, SP, Brazil 01317-910
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
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Form
20-F
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X
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Form
40-F
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
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Yes
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No
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X
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
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Yes
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No
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X
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Indicate
by check mark whether by furnishing the information contained in this Form, the
Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
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Yes
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No
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X
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If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
ULTRAPAR
HOLDINGS INC.
TABLE
OF CONTENTS
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ITEM
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1.
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Minutes
of the meeting of the Board of Directors of Ultrapar
Participações S.A., held on May 13, 2009
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2.
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Material
Notice dated May 20, 2009 regarding issuance of
Debentures
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Item 1
ULTRAPAR
PARTICIPAÇÕES S.A.
Publicly
Traded Company
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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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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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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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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)
Observations: The
deliberations were approved by all the Board Members present, except for Board
Member Renato Ochman, who abstained from voting.
As there were no
further matters to be discussed, the meeting was closed, the minutes of this
meeting were written, read and approved by all the undersigned member present.
aa) Paulo Guilherme Aguiar
Cunha – Chairman; Lucio
de Castro Andrade Filho - Vice President; Ana Maria Levy Villela Igel; Paulo
Vieira Belotti; Renato Ochman; Olavo Egydio Monteiro de Carvalho; Nildemar
Secches; Luiz Carlos Teixeira – Board Members.
I hereby declare
that this is a true and faithful copy of the minutes of the meeting, which has
been entered in the appropriate registration book.
Paulo
Guilherme Aguiar Cunha
Chairman of the
Board
Item
2
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ULTRAPAR
PARTICIPAÇÕES
S.A.
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MATERIAL NOTICE
São Paulo, Brazil – May 20th, 2009 –
ULTRAPAR PARTICIPAÇÕES S.A. (“Ultrapar”) – (BMF&BOVESPA:UGPA4 / NYSE:UGP)
hereby informs that it
will issue
R$1,200,000,000.00 (one billion and two hundred million reais) in debentures,
with a 3 - year term starting from the issuance
date, yearly interest payments, amortization in one single tranche at the final
maturity date and
remuneration corresponding to the accumulated variation of the average DI
rates – Inter-financial
deposits, daily calculated and published by CETIP (“CDI”), capitalized by 3.0% per year (“Issuance”). Ultrapar may, at any time, by advance notice, early redeem the outstanding
debentures.
The Issuance constitutes the 3rd
public distribution of
debentures of the Company
and is placed pursuant to the terms of CVM
Instruction nR 476, of January 16th, 2009, on a firm commitment basis for the total amount issued. It will be issued 1,200 (one thousand and
two hundred) simple
debentures, non-convertible
into shares and unsecured, all nominative, in the book-entry form, in one single tranche, with par value unit of R$1,000,000.00.
Banco Bradesco BBI S.A was mandated as lead manager and Banco Bradesco S.A. was mandated as co-manager.
The proceeds of the Issuance will be used for the
payment of the 2nd issuance of the promissory notes of Ultrapar, with
maturity in December 2009 and remuneration corresponding to the accumulated variation of the CDI, capitalized by 3.6% per year. As a result, the Issuance allows the Company to extend its debt profile, reducing its
debt financing cost, providing higher
financial flexibility and increase in soundness and liquidity.
André Covre
Chief Financial and Investor Relations
Officer
ULTRAPAR
PARTICIPAÇÕES S.A.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: May
21, 2009
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ULTRAPAR
HOLDINGS INC.
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By:
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/s/
André Covre
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Name:
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André Covre | |||
| Title: | Chief Financial and Investor Relations Officer | |||
(Board
Minutes, Material Notice)