UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report Of Foreign Private Issuer
Pursuant To Rule13a-16 Or15d-16 Of
The Securities Exchange Act Of 1934
For the month of May, 2019
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, Brazil01317-910
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form20-F or Form40-F:
Form20-F X Form40-F
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(1):
Yes No X
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(7):
Yes No X
ULTRAPAR PARTICIPAÇÕES S.A.
Publicly Traded Company
| CNPJ nº33.256.439/0001-39 | NIRE 35.300.109.724 |
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
Date, time and location:
May 30, 2019, at 3:00 PM, at the Company’s headquarters, located at Av. Brigadeiro Luís Antônio, nr 1,343, 9th floor, in the City and State of São Paulo.
Attendance:
Members of the Board of Directors undersigned, including participations by conference call.
Decisions:
After analyzing and discussing, the members of the Board of Directors unanimously resolved:
| (I) | to authorize the issuance and placement of notes in the international market denominated Notes, to be issued by Ultrapar International S.A., subsidiary of the Company (“Ultrapar International”), up to US$500,000,000.00 (five hundred million U.S. dollars), with maturity in June 06, 2029 (“Maturity Date” and “Issuance”). The yield to investors is 5,25% per year. Interest shall be paid semi-annually until Maturity Date. The Notes will be offered to “qualified institutional buyers”, as such term is defined in Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”) and to certain investors outside the United States of America and Brazil in compliance with Regulation S under the Securities Act; |
| (II) | to authorize the provision of an unconditional, irrevocable and comprehensive guarantee by the Company and by Ipiranga Produtos de Petróleo S.A. (“IPP”), a Company’s wholly owned subsidiary, of the obligations related to the Issuance, according to the Indenture; |
| (III) | to authorize the execution of an offer of 5.250% Senior Notes, with maturity in 2026, issued by Ultrapar International, in the international market, up to US$200,000,000.00 (two hundred million U.S. dollars) aggregate principal amount (“Tender Offer”); |
| (IV) | to authorize the management of the Company, Ultrapar International and IPP, to (a) negotiate and execute all documents and its amendments, undertake all necessary act for the execution of the deliberations mentioned in items (i) and (iii) above, including, but not limited to, the Dealer Manager Agreement and Offer to Purchase, in case of the Tender Offer, and the Offering Memorandum, Indenture, Notes and Purchase Agreement, in case of the Issuance, as well as its hedge and the internalization of the amount of the Issuance; and (b) hiring (i) institutions to intermediate and coordinate the Tender Offer and the Issuance; and (ii) other services providers to execute the Issuance and the Tender Offer, among other, as well as negotiate and execute its contracts and set their fees; and |
| (V) | ratify all the measures taken by the management of the Company, Ultrapar International and IPP in relation to the resolutions above, including, but not limited to, the celebration of the Dealer Manager Agreement. |
Observations: The deliberations were approved, with no amendments or qualifications, by all the Board Members present.
(Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on May 30th, 2019)
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 Board Members present.
Pedro Wongtschowski– Chairman
Lucio de Castro Andrade Filho– Vice-Chairman
Alexandre Gonçalves Silva
Flávia Buarque de Almeida
Joaquim Pedro de Mello
Jorge Marques de Toledo Camargo
José Galló
José Maurício Pereira Coelho
Nildemar Secches
ULTRAPAR PARTICIPAÇÕES S.A.
MARKET ANNOUNCEMENT
ULTRAPAR, THROUGH ITS SUBSIDIARY ULTRAPAR INTERNATIONAL S.A., ISSUED US$500 MILLION IN NOTES DUE 2029
São Paulo, Brazil, May 30, 2019 – Following the Market Announcement released on May 22, 2019, Ultrapar Participações S.A. (“Ultrapar”) hereby announces that it has priced today an offering of notes in the international market in the amount of US$ 500 million (“Notes”), to be issued by its subsidiary, Ultrapar International S.A. The Notes will mature in 2029 and the coupon and yield to investors is 5.25% per year.
Interest shall be paid semi-annually. The Notes will be unconditionally and irrevocably guaranteed by Ultrapar and by Ipiranga Produtos de Petróleo S.A. The net proceeds from the Notes will be used for financing the purchase of up to US$200 million aggregate principal amount of the 5.250% notes due 2026 and, the remainder, for general corporate purposes.
The Notes were offered to qualified institutional buyers, resident and domiciled in the United States of America, according to the rules issued by the Securities and Exchange Commission (“SEC”), specifically, Rule 144A, and to certain investors outside the United States of America and Brazil, in compliance with Regulation S under the Securities Act of 1933, as amended (“Securities Act”).
The offering was coordinated by Banco Bradesco BBI S.A., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Itau BBA USA Securities, Inc. and Santander Investment Securities Inc. and has not been, and will not be registered with the SEC, according to the Securities Act, or the Brazilian Securities Commission (“CVM”), pursuant to applicable laws and regulations.
This notice should not be construed as an offer to sell or solicitation of an offer to purchase the Notes, or an offer, solicitation or sale of Notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
André Pires de Oliveira Dias
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 30, 2019
| ULTRAPAR HOLDINGS INC. | ||
| By: | /s/ Andre Pires de Oliveira Dias | |
Name: Andre Pires de Oliveira Dias Title: Chief Financial and Investor Relations Officer | ||
(Minutes of the Meeting the Board of Director and Market Announcement)