UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or
15d-16 of the Securities Exchange Act of 1934
For the month of November 2022
Commission File Number: 001-39928
Sendas Distribuidora S.A.
(Exact Name as Specified in its Charter)
Sendas Distributor S.A.
(Translation of registrant’s name into English)
Avenida Ayrton Senna, No. 6,000, Lote 2, Pal 48959, Anexo A
Jacarepaguá
22775-005 Rio de Janeiro, RJ, 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: ☒ 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: ☒
(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: ☒
SENDAS ANNOUNCES THE PRICING OF THE PUBLIC OFFERING OF COMMON SHARES BY CERTAIN SHAREHOLDERS OF THE CASINO GROUP
November 29, 2022 – Sendas Distribuidora S.A. (“Company” or “Sendas”) (B3: ASAI3; NYSE: ASAI) informs its shareholders and the market that, further to the Form 6-K furnished by the Company to the U.S. Securities and Exchange Commission (“SEC”) on November 28, 2022, the offering by Wilkes Participações S.A., Géant International B.V. and Helicco Participações Ltda. (the “Selling Shareholders”) of 140,800,000 common shares of the Company (“Shares”), including 400,000 American Depositary Shares (“ADSs”), each of which representing five Shares, was priced on the date hereof.
The price per Share to the public was set at R$19.00, resulting in an aggregate offering price of R$2,675,200,000.00. The ADSs were offered and sold to the public at a price of U.S.$17.90 per ADS. The price per Share in the form of ADSs corresponds to the price per Share translated into U.S. dollars, based on the selling exchange rate for U.S. dollars (PTAX) of R$5.3076 per US$1.00, as published by the Central Bank of Brazil on November 29, 2022.
The global offering consists of an international offering outside Brazil (the “International Offering”) and a concurrent public offering with restricted selling efforts in Brazil (the “Brazilian Offering” and, together with the International Offering, the “Global Offering”). The International Offering includes a registered offering of ADSs in the United States with the SEC under the U.S. Securities Act of 1933, as amended. The International Offering and the Brazilian Offering are being conducted concurrently, and the closing of each is conditioned upon the closing of the other.
The International Offering is being conducted pursuant to a registration statement on Form F-3 filed on November 28, 2022 with the SEC, which automatically became effective upon filing, and a preliminary prospectus supplement. The registration statement on Form F-3 and the preliminary prospectus supplement may be accessed through the SEC’s website at www.sec.gov.
Itaú BBA, BTG Pactual and J.P. Morgan are acting as Global Coordinators and Joint Bookrunners, and Bradesco BBI, Safra and Santander are acting as Joint Bookrunners, in each case with respect to the Global Offering.
Itau BBA USA Securities, Inc., Banco BTG Pactual S.A. – Cayman Branch, J.P. Morgan Securities LLC, Banco Bradesco BBI S.A. and Santander Investment Securities Inc. are serving as international underwriters with respect to the International Offering of the ADSs.
Itau BBA USA Securities, Inc., BTG Pactual US Capital, LLC, J.P. Morgan Securities LLC, Bradesco Securities, Inc., Safra Securities LLC and Santander Investment Securities Inc. will collectively act as international placement agents with respect to the International Offering of Shares (not in the form of ADSs) sold outside Brazil on behalf of the Brazilian underwriters.
You should read the registration statement (including the preliminary prospectus supplement) and other documents filed with the SEC for more complete information about the Company, the Selling Shareholders and the Global Offering. Please refer to our annual report on Form 20-F as of and for the year ended December 31, 2021 filed with the SEC, as well as any further updates in our current reports on Form 6-K, which may be amended, supplemented or superseded, from time to time, by other reports that we file with the SEC.
You may access these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, a copy of the registration statement (including the preliminary prospectus supplement) may be obtained by contacting: (i) Itau BBA USA Securities, Inc., 540 Madison Avenue 24th Floor, New York, New York 10022, Attention: Equity Sales Desk, telephone: 1-212-710-6756 or by emailing roadshowdesk@itaubba.com; (ii) Banco BTG Pactual S.A. —Cayman Branch, Attention: Prospectus Department, 601 Lexington Avenue, 57th Floor, New York, NY 10022, or by e-mail at OL-BTGPactual-ProspectusDepartment@btgpactual.com; (iii) J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at +1-866-803-9204, or by e-mail at prospectus-eq_fi@jpmchase.com; (iv) Bradesco Securities Inc. at 450 Park Avenue, 32nd Floor, New York, New York 10022, e-mail: isabela.behar@bradescobbi.com, Attn: Isabela Behar; (v) Safra Securities LLC, Attention: Gerard McCarthy, 546 Fifth Avenue, New York, New York 10036; and (vi) Santander Investment Securities Inc. at 437 Madison Avenue 9th floor, New York, New York 10022, e-mail: ecm-us@santander.us.
This press release is for informative purposes only under the current applicable laws and regulations, and is neither an offer to sell nor a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The Company will inform its shareholders and the market about any further developments with respect to the Global Offering in accordance with applicable regulations.
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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: November 30, 2022
| Sendas Distribuidora S.A. | ||
| By: | /s/ Daniela Sabbag Papa | |
| Name: | Daniela Sabbag Papa | |
| Title: | Chief Financial Officer | |
| By: | /s/ Gabrielle Helú | |
| Name: | Gabrielle Helú | |
| 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 of future 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.
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