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 December, 2018
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
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
Authorized Capital Publicly-Held Company
Corporate Taxpayer’s ID (CNPJ/MF) 47.508.411/0001-56
INFORMATION ON TRANSACTIONS WITH RELATED PARTIES
Companhia Brasileira de Distribuição (“Company”) in compliance with Article 30, XXXIII of CVM Rule No 480/09, announces to its shareholders and the general market that executed on December 7th, 2018, the 2nd Amendment to the Energy Efficiency Framework Agreement (“2nd Amendment to the Agreement”) with GreenYellow do Brasil Energia e Serviços Ltda. (“GY”), with the following terms and conditions:
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Parties |
(i) (ii) |
Company (Contracting party); and GY (Contractor). |
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Relation with the Issuer |
The Company is minority partner of GY. Additionally, the Company and GY are indirectly controlled by Casino, Guichard Perrachon group. | |
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Purpose of the Agreement |
Set forth the general terms for supply, installation and maintenance of equipment in order to achieve greater energy efficiency, as well as reduce and monitor energy consumption in the properties of the Company's Multivarejo business units ("Properties"). The Agreement provides that for the installation and maintenance of equipment for each Property, an Energy Efficiency Agreement ("EEA") with GY must be executed, which must be in force for a maximum period of 8 years.
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Purpose of the 1st Amendment to the Agreement
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Ratification of terms defined in the Agreement, with no financial impact on the transaction. | |
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Purpose of the 2nd Amendment to the Agreement
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Possibility to extend the initial term of some EEAs for additional 3 years if the parties identify that the installation of new equipment (with greater technological innovation than those originally installed in the Properties) on the respective EEAs will generate additional reduction of consumption of energy corresponding to 10%, in KWh, in addition to that already obtained at the moment of measurement. | |
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Date of the Transaction/ Execution of the Agreement |
The Agreement was executed by the Company and GY on May 8, 2015. | |
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Date of the Transaction/ Execution of the 1st Amendment to the Agreement |
The 1st Amendment to the Agreement was executed by the Company and GY on April 6, 2016. |
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Date of the Transaction/ Execution of the 2nd Amendment to the Agreement |
The 2nd Amendment to the Agreement was executed by the Company and GY on December 7th, 2018.
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Main Terms and Conditions |
The term of the Agreement is of 5 years.
Under the terms of the Agreement, GY is entitled to: (i) monthly remuneration calculated based on the energy savings earned in each EEA; and (ii) monthly payments for the supply and work force of equipment for energy efficiency solutions ("GY investment"). For each EEA there is a fixed term for the payment of GY investment, and on the annual debit balance, there is a fixed remuneration of 9.7% per year.
The Agreement may be terminated by either of the Parties in the following cases: (i) in the event of bankruptcy, request of judicial reorganization, winding up or judicial or extrajudicial liquidation of the other Party; or (ii) in the event of default of the obligations set forth in the Agreement by either Party not remedied within 60 (sixty) days counted from the receipt by the defaulting Party of a notification sent by the performing Party. |
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Detailed Reasons for which the Management considers that the transaction has observed commutative conditions or provides appropriate compensatory payment |
The Company's management understands that the executed Agreement has observed commutative conditions and adequate compensatory payment, since: (i) it was analyzed according to the rules provided in its Related Parties Transactions Policy ("Policy"); and (ii) reflects negotiation conditions in line with market practice. In addition, the Agreement serves the interests of the Company, since the implementation of projects that aim improve energy efficiency entails, naturally, the reduction of costs for the Company.
The execution of the 2nd Amendment to the Agreement corroborates with the energy efficiency achieved by the Company. |
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Description of the measures taken and procedures adopted to ensure the commutativity of the transaction |
The negotiation was conducted by the Company's management, independently and in accordance with its Policy.
Under the terms of the Company's Policy, the Agreement and the 2nd Amendment were submitted to the Audit Committee's analysis regarding compliance with the Policy’s guidelines in the transaction procedure, composed of independent members of the Company's Board of Directors, and subsequent approval by the Company's Board of Directors. |
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Reasons For Which the management carried out the Transaction |
The transaction provided an optimization of the Company's energy efficiency compared to the consumption incurred prior to the implementation of the project. In the first three years of the project, the Company achieved an average reduction in energy consumption of around 24%, corresponding to the approximate annual amount of R$ 70 million, or 216 GW/h. |
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eventual participation of the counterpart, its partners or managers in the procedure of decision of the issuer on the transaction or negotiation of the transaction as representatives of the issuer, describing this participation |
Not applicable. |
São Paulo, December 7th, 2018
Daniela Sabbag
Investors Relations Officer
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: December 7, 2018 | By: /s/ Peter Estermann Name: Peter Estermann Title: Chief Executive Officer | |
| By: /s/ Daniela Sabbag Name: Daniela Sabbag 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.