IOCHPE-MAXION S.A.
National Corporate Taxpayers Register of the Ministry of Finance under CNPJ/MF No.
CNPJ/MF 61.156.113/0001-75
State Registration Number (NIRE) 35.300.014.022
Publicly-Held Company
MINUTES OF THE MEETING OF DEBENTUREHOLDERS OF THE SIXTH
PUBLIC ISSUE OF UNSECURED DEBENTURES CONVERTIBLE INTO SHARES
HELD ON APRIL 14, 2014
1.
Date, Time, and Place: On this April 14, 2014, at 4:00 p.m., at Hotel Radisson
Faria Lima, located at Av. Cidade Jardim, No. 625, in the City and State of São Paulo.
2.
Call Notice: The notice of the meeting recorded in these minutes was published
on March 27, 28 and 29, 2014, in the Official Gazette of the State of São Paulo, and on
March 27, 28 and 31, 2014 in the newspaper “Valor Econômico”.
3.
Attendances: According to the signatures on the attendance register attached
hereto, the meeting was attended by ninety-nine point ten percent (99.10%) of the
holders of the outstanding Debentures under the “Private Deed of the Sixth Public
Issue of Unsecured Debentures Convertible into Shares of Iochpe-Maxion S.A.”,
executed on March 27, 2013, between Iochpe-Maxion S.A. (“Issuer”) and Pentágono
S.A. Distribuidora de Títulos e Valores Mobiliários (“Trustee”), as amended on April 18,
2013 (“Debenture Deed” and “Sixth Issue”, respectively). Representatives of Trustee
and Issuer also attended the meeting.
4.
Presiding Officers: Chairperson: The meeting was chaired by Ms. Precilda
Cristiane Ponce; Secretary: Ms. Darcira da Silva Carvalho Gonçalves, as unanimously
appointed by the attending Debentureholders.
5.
Agenda: The Debentureholders were convened to resolve on the following
agenda: (i) to change the Financial Index set forth in subsection XXVIII of Section 6.26
of the Debenture Deed exclusively in respect of the Company’s Consolidated Financial
Statements as from (including) June 30, 2014, with the consequent change in the
wording of said subsection; (ii) to resolve on a possible premium to be paid to the
holders of debentures of the Sixth Issue as result of the resolution above; and (iii) to
authorize Trustee and Issuer to execute all documents and perform all other acts that
may be necessary to the full satisfaction of the resolutions above, including the
corresponding amendment to the Debenture Deed. The capitalized terms used but not
defined in these minutes have the meaning ascribed to them in the Debenture Deed.
6.
Resolutions: The following resolutions were irrevocably and irreversibly taken by
vote of the holders of ninety-nine point ten percent (99.10%) of the outstanding
Debentures, pursuant to sections 9.6, 9.6.1 e 9.7 of the Debenture Deed, except for
the resolution in subsection 6.4 below, which was taken with the abstentions specified
in said subsection:
6.1. To authorize the drawing up of these minutes as a summary, as well as its
publication without the signature of the Debentureholders pursuant to Paragraphs
1 and 2 of article 130, and Paragraph 2 of article 71, of Law No. 6404, of December
15, 1976.
6.2. To approve the change of the Financial Index set forth in subsection XXVIII of
Section 6.26 of the Debenture Deed exclusively in respect of the Company’s
Consolidated Financial Statements as from (including) June 30, 2014, as proposed
by Issuer, as provided for below:
(i)
3.75 times in respect of Company’s Consolidated Financial Statements
relating to June 30, 2014;
(ii)
3.75 times in respect of the Company’s Consolidated Financial Statements
relating to December 31, 2014;
(iii)
3.5 times in respect of the Company’s Consolidated Financial Statements
relating to June 30, 2015;
(iv)
3.25 times in respect of the Company’s Consolidated Financial Statements
relating to December 31, 2015;
(v)
3.0 times in respect of the Company’s Consolidated Financial Statements
relating to June 30, 2016;
(vi)
2.75 times in respect of the Company’s Consolidated Financial Statements
relating to December 31, 2016; e
(vii)
2.5 times in respect of the Company’s Consolidated Financial Statements
relating to June 30, 2017 and in respect of the Company’s Consolidated
Financial Statements relating to December 31 and June 30 of the
subsequent periods.
6.3. As result of the resolution 6.2 above, to approve the change in the wording of
subsection XXVIII of Section 6.26 of the Debenture Deed, which shall now become
effective with the following wording:
“XXVIII. noncompliance by the Company with the financial index below ("Financial
Index"), to be determined by the Independent Auditor (as defined in
Section 7.1, subsection I, paragraph (a) below) semiannually, pursuant to
Section 7.1, subsection II, paragraph (a) below, and followed up by Trustee
within up to five (5) Business Days after the receipt, by Trustee, of the
information referred to in Section 7.1, subsection II, paragraph (a) below,
based on the Company’s Consolidated Financial Statements as from
(including) the Company’s Consolidated Financial Statements relating to
June 30 2013: the quotient of the division of the Net Debt (as defined in
Section 6.26.5, subsection II, below) by the EBITDA (as defined in Section
6.26.5, subsection III, below), which shall be equal to and lower than:
(a) 4.5 (four point five) times in respect of the Company’s Consolidated
Financial Statements relating to June 30, 2013;
(b) 4.0 (four) times in respect of the Company’s Consolidated Financial
Statements relating to December 31, 2013;
(c) 3.75 (three point seventy-five) times in respect of the Company’s
Consolidated Financial Statements relating to June 30, 2014;
(d) 3.75 (three point seventy-five) times in respect of the Company’s
Consolidated Financial Statements relating to December 31, 2014;
(e) 3.5 (three point five) times in respect of the Company’s Consolidated
Financial Statements relating to June 30, 2015;
(f)
3.25 (three point twenty-five) times in respect of the Company’s
Consolidated Financial Statements relating to December 31, 2015;
(g) 3.0 (three) times in respect of the Company’s Consolidated Financial
Statements relating to June 30, 2016;
(h) 2.75 (two point seventy-five) times in respect of the Company’s
Consolidated Financial Statements relating to December 31, 2016; e
(i) 2.5 (two point five) times in respect of the Company’s Consolidated
Financial Statements relating to June 30, 2017, and in respect of the
Company’s Consolidated Financial Statements relating to December 31
and June 30 of the subsequent periods.”
6.4. In consideration for the resolutions under sections 6.2 and 6.3 above, Issuer
shall pay a premium to the Debentureholders at the rate of zero point three percent
(0.3%) on the outstanding balance of the Par Value of the Debentures, plus
Remuneration, calculated on a pro rata temporis basis from the Remuneration
payment date immediately before to the date of actual payment of the premium,
provided that such premium shall be paid on May 15, 2014 to the holders of the
outstanding Debentures. Pursuant to Section 6.20 of the Debenture Deed, payment
of premium shall be made to all persons that are Debentureholders as of the closing
of the business of the Business Day immediately before the date of said payment. It
is herein recorded that the Debentureholders represented in these minutes by
attorney-in-fact Precilda Cristiane Ponce abstained from voting on this matter.
6.5. To authorize Trustee and Issuer to execute all documents and perform all acts
that may be necessary to the full satisfaction of the resolutions above, including the
corresponding amendment to the Debenture Deed.
7.
Adjournment: There being to further business to be transacted, these minutes
were drawn up, read, approved by the attending parties, and executed by the
chairwoman and the Secretary of the meeting, as well as by Issuer, Trustee and the
Debentureholders attending the meeting in number sufficient to form the required
quorum for the resolutions taken at this meeting.
São Paulo, April 14, 2014.
[Signatures: Precilda Cristiane Ponce, Chairwoman. Darcira da Silva Carvalho
Gonçalves, Secretary. Issuer: IOCHPE-MAXION S.A., by: Marcos Sergio de Oliveira, Chief
Executive Officer / Oscar Antônio Fontoura Becker, Officer. Trustee: PENTÁGONO S.A.
DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS, by proxy: Karolina Gonçalves
Vangelotti. Debentureholders: BNDES PARTICIPAÇÕES S.A. – BNDESPAR, by proxy: Julio
Carlos Motta Noronha. BANCO FATOR S.A., by proxy: Precilda Cristiane Ponce. FUNDO
FATOR SINERGIA IV FIA; FUNDO FATOR SINERGIA V FIA; FI FATOR JAGUAR AÇÕES, FI
FATOR PREVIDÊNCIA COMPOSTO 20 MULTIMERCADO; FATOR PRISMA MASTER FIA, all
represented by Banco Fator S.A., by proxy: Precilda Cristiane Ponce. FI FATOR
SEGUROS MULTIMERCADO CRÉDITO PRIVADO; FI JABURÁ AÇÕES, represented by
Fator S.A. Corretora de Valores, by proxy: Precilda Cristiane Ponce. ITAÚ UNIBANCO
S.A., by proxy: Darcira da Silva Carvalho Gonçalves / Cleber Cavalcante Diniz. BANCO
BTG PACTUAL S.A., by proxy: João Baptista Borges Pereira Cyrino de Sá. FIM CP LS
INVESTIMENTO NO EXTERIOR, represented by Banco BTG Pactual S.A., by proxy: João
Baptista Borges Pereira Cyrino de Sá. SUL AMERICA EXPERTISE FIA; SUL AMERICA
EXPERTISE LONG ONLY FUND LLC; SUL AMERICA MARATHON FIM CREDITO PRIVADO,
represented by Sul América Investimentos D.T.V.M., by proxy: Ricardo Mendes Borges.
BNP PARIBAS NOVA YORK FI MULTIMERCADO PREVIDENCIARIO; BNP PARIBAS
AURORA FUNDO DE INVESTIMENTO MULTIMERCADO; BNP PARIBAS VOLT FI
PREVIDENCIARIO MULTIMERCADO; FI MAIS VIDA MULTIMERCADO I; KPREV FUNDO DE
INVESTIMENTO MULTIMERCADO CREDITO PRIVADO; PREVCUMMINS II FUNDO DE
INVESTIMENTOS MULTIMERCADO, represented by BNP Paribas Asset Management
Brasil Ltda., by proxy: Carolina Arantes Nogueira Domingues. MAUÁ ARBITRAGEM
MASTER FIM; MAUÁ ORION EQUITY HEDGE MASTER FIM; SCORPION FIA; SINTÉTICO
MASTER FIM, represented by Mauá Investimentos Ltda., by proxy: Danilo Palinkas
Anzelotti. FREIBURG FIM CRÉDITO PRIVADO INVESTIMENTO NO EXTERIOR,
represented by Consenso Investimentos Ltda., by proxy: Danilo Palinkas Anzelotti.
WPA II MULTIMERCADO CREDITO PRIVADO, by proxy: Danilo Palinkas Anzelotti. FI
WPA I INVESTIMENTO NO EXTERIOR, by proxy: Danilo Palinkas Anzelotti. CLUBE DE
INVESTIMENTO BALDER, by proxy: Danilo Palinkas Anzelotti. OPUS EQUITY HEDGE
MASTER FIM; OPUS AÇÕES FIA, represented by Opus Gestão de Recursos Ltda., by
proxy: Danilo Palinkas Anzelotti. FRAM CAPITAL PREVIDENCIA FI RF LP; FRAM CAPITAL
PREVIDENCIA RV 20 FUNDO; FI MULTIMERCADO 49 CRÉDITO PRIVADO; MANDIN
MULTIESTRATEGIA FI, represented by Fram Capital Gestão de Ativos Ltda., by proxy:
Danilo Palinkas Anzelotti. EOS LVT FI MULTIMERCADO IE CREDITO PRIVADO,
represented by EOS Investimentos Ltda., by proxy: Danilo Palinkas Anzelotti. WALTER
APPEL, by proxy: Precilda Cristiane Ponce. MARIA DE LOURDES TORRES ASSUNÇÃO, by
proxy: Precilda Cristiane Ponce.]
This is a true copy of the original minutes recorded in the proper register.
Precilda Cristiane Ponce
Darcira da Silva Carvalho Gonçalves
Chairwoman
Secretary
ede/70219.doc
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