ITB, as the Itaú Shareholders Agreement was amended pursuant to a Waiver and Amendment, dated as of September 10, 2020 entered into by and among Itaú Unibanco Holding S.A., Corp Group Banking S.A., Corp Group Interhold SpA, Inversiones Gasa Limitada, Corp Group Holding Inversiones Limitada and SAGA (the “2020 Waiver/Amendment”). In accordance with the terms of the Itaú Shareholders Agreement, as amended by the 2020 Waiver/Amendment, and the 2020 Share Purchase Agreement, Saga will be entitled to repurchase the aforementioned shares of Common Stock at any time and from time to time until April 8, 2024, at an agreed upon formula price (the “2020 Repurchase Right”).
The foregoing descriptions of the 2020 Share Purchase Agreement and the 2020 Waiver/Amendment are not intended to be complete and are qualified in their entirety by reference to the 2020 Share Purchase Agreement and the 2020 Waiver/Amendment, copies of which are filed as Exhibits to the Schedule 13D and incorporated herein by reference.
Additionally, the Itaú Credit Facility Agreement previously entered into between ICGI and Banco Itaú BBA S.A., Nassau Branch, on January 29, 2014, was amended on August 5, 2015, May 16, 2016, April 15, 2019 and April 9, 2020. CGB recently publicly disclosed that as a result of liquidity constraints and the challenges posed by debt service obligations, they are conducting an in-depth review and analysis of their capital structure, considering all options and alternatives with respect to their outstanding debt obligations. As of the date of this Amendment No. 7, the Reporting Persons have not formulated any definitive plan or proposal relating to these matters, but such matters could result in, among other things, the acquisition or disposition of shares of the Issuer by the Reporting Persons through privately negotiated transactions or otherwise. The Reporting Persons can provide no assurances as to the results of such matters and undertake no obligation to make additional disclosures in connection therewith except to the extent required by law.
The amendments to the Itaú Credit Facility Agreement are filed as Exhibits to the Schedule 13D and incorporated herein by reference.
Item 5 | Interest in Securities of the Issuer. |
Item 5(a) – (b) of the Schedule 13D is hereby amended by amending and restating the first three paragraphs thereof as follows:
(a) – (b) Collectively, the Reporting Persons beneficially own an aggregate of 169,754,098,464 shares of Common Stock representing approximately 33.13% of the shares issued and outstanding. The 169,754,098,464 shares of Common Stock reported herein includes: (i) the right by CGB to reacquire all of the outstanding shares of CGB II, which holds as its sole assets 10,908,002,836 shares of Common Stock, pursuant to the Repurchase Right, (ii) the right by CGB to reacquire all of the outstanding shares of CGB III, which holds as its sole assets 1,800,000,000 shares of Common Stock pursuant to the 2017 Repurchase Right, (iii) the right by Saga to reacquire all of the outstanding shares of Saga II, which holds as its sole assets 7,000,000,000 shares of Common Stock, pursuant to the 2018 Repurchase Right, (iv) the right by Saga to reacquire all of the outstanding shares of Saga III, which holds as its sole assets 3,651,555,020 shares of Common Stock, pursuant to the 2018 Repurchase Right, and (v) the right by Saga to reacquire the 5,558,780,153 shares of Common Stock, pursuant to the 2020 Repurchase Right.
As of the date hereof, CGB is the direct holder of 136,127,850,073 shares of Common Stock representing approximately 26.57% of the shares issued and outstanding. CGB also has the right to reacquire ownership of an aggregate of the 12,708,002,836 shares of Common Stock sold to ITB, pursuant to the terms of the Repurchase Right and 2017 Repurchase Right, as applicable, which represents approximately 2.48% of the shares issued and outstanding.
As of the date hereof, Saga is the direct holder of 4,707,910,382 shares of Common Stock representing approximately 0.92% of the shares issued and outstanding. Saga also has the right to reacquire ownership of the 10,651,555,020 shares of Common Stock sold to ITB, pursuant to the terms of the 2018 Repurchase Right, which represents approximately 2.08% of the shares issued and outstanding, and the 5,558,780,153 shares of Common Stock sold to ITB, pursuant to the 2020 Repurchase Right, which represents approximately 1.08% of the issued and outstanding shares of Common Stock.
Item 5(a) – (b) of the Schedule 13D is hereby amended by amending and restating the last paragraph thereof as follows:
By virtue of the Itaú Shareholders Agreement, the Reporting Persons, Itaú Unibanco Holding S.A. and ITB may each be deemed to be a member of a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, the filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons and Itaú Unibanco Holding S.A. are members of any such group. Itaú Unibanco Holding S.A. has separately made a Schedule 13D filing reporting its beneficial ownership of the shares of Common Stock held by it. Collectively, the Reporting Persons and Itaú Unibanco Holding S.A. beneficially own an aggregate of 341,802,584,081 shares of Common Stock, representing approximately 66.71% of the outstanding shares of Common Stock. The Reporting Persons disclaim beneficial ownership of the shares of Common Stock held by Itaú Unibanco Holding S.A. and ITB (other than the shares subject to the Repurchase Rights).
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