CBD Companhia Brasileira de Distribuicao

 

---

FORM 6-K/A

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 August, 2023

           Brazilian Distribution Company           
(Translation of Registrant’s Name Into English)

Av. Brigadeiro Luiz Antonio,
3142 São Paulo, SP 01402-901
     Brazil     
(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)

Form 20-F   X   Form 40-F       

        (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)):

Yes ___ No   X  

(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)):

Yes ___ No   X  

        (Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes ___ No   X  

 

EXPLANATORY NOTE

Companhia brasileira de distribuição is filing this Amendment No. 1 to Form 6-K (this “Amendment”) to its report on Form 6-K, which was originally furnished to the U.S. Securities and Exchange Commission on August 9, 2023 (the “Original Form 6-K”).

This Amendment is being furnished solely to amend Exhibit 99.1 of the Original Form 6-K to correct the expected date of distribution of Éxito ADSs in connection with the Spin-Off, from August 31, 2023 to August 28, 2023.

Accordingly, an updated version of the Exhibit 99.1 (the “Amended Exhibit 99.1”) has been attached to this Amendment and supersedes the earlier version attached to the Original Form 6-K. No other portions of the Original Form 6-K are being modified. Certain capitalized terms that are used but not defined in this Amendment have the meanings ascribed to them in the Amended Exhibit 99.1.

 

 

EXHIBIT INDEX

Exhibit Number	Description of Document
99.1	Press release.

 

SIGNATURES

        Pursuant to the requirement 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.

		COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
Date:  August 9, 2023		By:    /s/ Marcelo Pimentel
		Name:	Marcelo Pimentel
		Title:	Chief Executive Officer
		By:    /s/ Rafael Sirotsky Russowsky
		Name:	Rafael Sirotsky Russowsky
		Title:	Investor Relations Officer

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

 

CBD and Éxito Announce Spin-Off Details

São Paulo, Brazil and Envigado, Colombia, August 8, 2023 – Companhia Brasileira de Distribuição (B3: PCAR3; NYSE: CBD) (“CBD”) and Almacenes Éxito S.A. (“Éxito”) announce details of the spin-off of a portion of CBD’s stake in Éxito, representing approximately 83% of the outstanding common shares of Éxito, to the shareholders of CBD (the “Spin-Off”).

As previously disclosed to the market, on July 25, 2023, the Securities and Exchange Commission (“SEC”) declared effective the Registration Statement on Form 20-F (the “Registration Statement”) relating to the Spin-Off, pursuant to the terms described in the Registration Statement. On August 8, 2023, the Colombian Superintendency of Finance (Superintendencia Financiera de Colombia – SFC) approved the transfer of the Éxito common shares that will be the subject of the Spin-Off.

The Spin-Off was previously approved by the shareholders of CBD at an extraordinary shareholders’ meeting held on February 14, 2023.

In connection with the Spin-Off, CBD will distribute 1,080,556,276 Éxito common shares – in the form of Brazilian Depositary Receipts, each representing four Éxito common shares (“Éxito BDRs”), and American Depositary Shares, each representing eight Éxito common shares (“Éxito ADSs”) – to holders of common shares of CBD and holders of American Depositary Shares, each representing one CBD common share (“CBD ADSs”), on a pro rata basis for no consideration. Following the Spin-Off, CBD will retain approximately 13% of the outstanding common shares of Éxito.

Each holder of CBD common shares will receive one newly-issued Éxito BDR for each CBD common share held at close of trading on August 22, 2023 (the “Brazilian Record Date”), on the B3 S.A. – Brasil, Bolsa, Balcão (“B3”). Beginning on August 23, 2023, Éxito BDRs are expected to commence trading on a standalone basis on the B3 under the ticker symbol “EXCO”. On that date, CBD common shares will trade on the B3 “ex-distribution,” without the right to receive Éxito BDRs in the Spin-Off. The credit of Éxito common shares in Brazil is expected to occur on August 25, 2023 (the “Brazilian Distribution Date”).

Each holder of CBD ADSs will be entitled to receive one newly-issued Éxito ADS for every two CBD ADS held at close of trading on August 23, 2023 (the “ADS Record Date”), on the New York Stock Exchange (“NYSE”). The distribution of Éxito ADSs is expected to occur on August 28, 2023 (the “ADS Distribution Date”).

Éxito ADSs are expected to begin trading on a “when-issued” basis on the NYSE from market open on August 23, 2023 and continue up to and including August 28, 2023, under the ticker symbol “EXTO WI”. Trades in the “when-issued” market are expected to settle on August 31, 2023. Éxito ADSs are expected to commence “regular-way” trading on a standalone basis on the NYSE at market open on August 29, 2023, under the ticker symbol “EXTO”. Trades in the “regular-way” market are expected to settle within the standard settlement cycle, which is the second business day after the trade.

With respect to CBD ADSs, we expect that there will be two markets, as follows:

·

CBD ADS “regular-way” market (NYSE: CBD): CBD ADSs that trade in the “regular-way” market will trade with “due bills,” which are entitlements to Éxito ADSs to be distributed in the Spin-Off. Any holders of CBD ADSs who sell CBD ADSs the “regular-way” from August 22, 2023 and continue up to and including August 28, 2023 will also be selling their right to receive Éxito ADSs in connection with the Spin-Off. Trades in the “regular-way” market are expected to settle within the standard settlement cycle, which is the second business day after the trade.

·

CBD ADSs “ex-distribution” market (NYSE: CBD WI): CBD ADSs that trade in the “ex-distribution” market will trade without an entitlement to Éxito ADSs to be distributed in the Spin-Off. Any holders of CBD ADSs as of the ADS Record Date who sell CBD ADSs in the “ex-distribution” market from August 23, 2023 and continue up to and including August 28, 2023 will still receive Éxito ADSs in connection with the Spin-Off. Trades in the “ex-distribution” market are expected to settle on August 31, 2023.

JPMorgan Chase Bank, N.A., as CBD ADS depositary, has suspended the issuance and cancellation of CBD ADSs through the close of business on August 30, 2023. This means that during this time, holders of CBD ADSs will not be able to surrender their CBD ADSs and receive underlying CBD common shares, and holders of CBD common shares will not be able to deposit their CBD common shares and receive CBD ADSs. However, the closing of the issuance and cancellation books does not impact trading, and holders of CBD ADSs may continue to trade their CBD ADSs during this period.

Holders of CBD common shares or CBD ADSs will not be required to take any action, pay any cash, deliver any other consideration, or surrender any existing CBD common shares or CBD ADSs in order to receive Éxito common shares or Éxito ADSs in the Spin-Off, except that if you hold CBD ADSs through DTC, you will be required to pay an issuance fee of US$0.03 per Éxito ADS issued to JPMorgan Chase Bank, N.A., as Éxito ADS depositary, in order to receive Éxito ADSs.

In addition, through October 2, 2023, the Éxito BDR depositary and the Éxito ADS depositary will waive the Éxito BDR and Éxito ADS issuance and cancellation fees, respectively. This means that up to and including October 2, 2023, holders of Éxito ADSs will be able to convert their Éxito ADSs into Éxito common shares or Éxito BDRs and holders of Éxito BDRs will be able to convert their Éxito BDRs into Éxito common shares or Éxito ADRs without paying issuance or cancellation fees to the respective depositaries.

Holders of CBD common shares and CBD ADSs are encouraged to consult with their financial and tax advisors regarding the specific implications of the Spin-Off, including the specific implications of buying or selling CBD ADSs on or before the ADS Distribution Date and the U.S. federal, state and local or foreign tax consequences, as applicable, of the Spin-Off.

The Registration Statement includes information regarding the Spin-Off, the separation of CBD and Éxito, as well as other important information. The Registration Statement is available on the SEC’s website at www.sec.gov and on Éxito’s website at www.grupoexito.com.co/en.

Special Notice Regarding Forward-Looking Statements:

This press release includes forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, that reflect the current expectations of the management of CBD and Éxito. These statements include, but are not limited to, statements about the completion of the Spin-Off, timing of “when-issued”

and “regular-way” trading and trading on the NYSE and the B3 and other non-historical matters. These statements are based on management’s current expectations or beliefs, and are subject to uncertainty and changes in circumstances. These forward looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause the actual results to differ materially from those indicated in our forward looking statements. You are cautioned not to put undue reliance on such forward-looking statements. Neither CBD nor Éxito undertakes any obligation, and expressly disclaims any obligation, to update or revise any forward-looking statements.

 

 

---