On July 31, the Brazilian Securities and Exchange Commission (CVM) published the Public Consultation Notice SDM 03/25, proposing specific changes to CVM Resolution 160, of July 13, 2022, which regulates public offerings of securities in Brazil. Suggestions can be submitted by September 19, 2025.
The initiative stems from the experience accumulated by the agency since the effectiveness of the rule and is part of the 2025 Regulatory Agenda. The proposal seeks to improve, to streamline technical aspects and to foster higher legal certainty and rectitude in public offerings.
Among the main topics covered by the draft, the following stand out:
- Financial statements in securitization transactions: the proposal incorporates, by means of a footnote in Annexes D and E of CVM Resolution 160, a recent construction by the CVM Board on the requirement of financial statements of the debtor or co-obligor in securitization transactions. The measure higher visibility this construction, which now to call for the presentation of the statements of both the debtor and the co-obligor, in cases where both exist and are audited.
- Economic and financial indicators in debt offerings: the draft opens space for debate on the relevance of the indicator currently required in the offer sheet ("Enterprise value / EBITDA pro forma") and invites the market to suggest more representative alternatives, such as "Net debt/EBITDA" or "EBITDA/debt service", based on international practices or concrete needs detected by investors.
- Apportionment of expenses in mixed offerings: the reform proposes to embrace, in the prospectuses of joint offerings of shares and quotas of closed-end funds, the format of apportionment of distribution costs between primary and secondary offerors. The measure aims to provide rectitude, mitigate potential conflicts of interest and to subsidize both the investor's decision and the performance of regulators.
- Resale of securities from unregistered issuers: objective deadlines are established for the secondary trading of assets initially issued by issuers without registration, but have subsequently obtained such registration with the CVM, gradually expanding the public investor authorized to acquire these assets.
- Securities with tax benefits: harmonizes CVM Resolution 160 with the provisions of Law 14,801/24 and Decree 11,964/24, regarding incentivized and infrastructure debentures. The draft provides definitions and requirements for disclosure and documentation to be presented in registration applications, thus promoting legal certainty and more rectitude to the public offerings of these instruments.
- Other relevant changes: the proposal also includes adjustments such as:
- Clarifications on the deadlines for disclosure of the announcement of commencement in offerings without a preliminary prospectus;
- Rules on modification and repeal of offers acknowledged and agreed with the registration rite;
- Inclusion of an express provision for exemption from requirements for granting issuer registration in CVM Resolution 80; and
- Requirement for disclosure of non-accounting indicators by seniority "B" issuers that use this information never plural in the market.
The proposal was not submitted to the regulatory striking, impact analysis, as provided for in Decree 10,411/20, as it is a matter of low-striking, impact adjustments and regulation of obligations established by higher standards, especially with regard to securities with tax benefits. The public consultation reflects CVM's commitment jointly with regulatory modernization, investor protection, and the promotion of a more efficient and open and aboveboard business dealings environment.
