DESKTOP S.A.
CNPJ No. 08.170.849/0001-15
Publicly-held Company – CVM nº 2602-6
MATERIAL FACT
DESKTOP S.A. (“Company“), in compliance with article 157, paragraph 4, of Law No. 6,404, of December 15, 1976, and the provisions contained in Resolution of the Brazilian Securities and Exchange Commission (“CVM“) No. 44, of August 23, 2021, in continuation of the Material Fact disclosed on June 28, 2024, informs its shareholders and the market in general that, at the Board of Directors Meeting held on July 2, 2024, the 7th (seventh) issuance of simple debentures, not convertible into shares, of the unsecured nature, in a single series, of the Company (“Issue” and “Debentures”, respectively), for public distribution, under the rite of automatic registration of distribution, under the terms of CVM Resolution No. 160, of July 13, 2022 (“CVM Resolution 160” and “Offer”, respectively), was approved.
Initially, 300,000 (three hundred thousand) Debentures will be issued, with a unit face value of R$1,000.00 (one thousand reais) (“Unit Face Value“), with the total amount of the Issue being, initially, equivalent to R$300,000,000.00 (three hundred million reais) (“Total Issue Amount“), and their settlement is subject to the fulfillment of certain conditions precedent set forth in the Offering documents. The Total Amount of the Issuance may be increased by up to 25% (twenty-five percent), if the additional lot option is exercised, pursuant to article 50 of CVM Resolution 160, according to the demand verified in the bookbuilding procedure. The Debentures will have a maturity of 7 (seven) years, counted from the date of Issuance, maturing, therefore, on June 15, 2031.
The Unit Face Value or the balance of the Unit Face Value, as applicable, of the Debentures will be monetarily adjusted by the variation of the Extended National Consumer Price Index (“IPCA“). Remunerative interest corresponding to a certain percentage per year will be accrued on the updated Unit Face Value of the Debentures, to be defined in accordance with the bookbuilding procedure, and which will be limited to the highest rate between: (i) the internal rate of return of the Treasury IPCA+ with Semiannual Interest (new denomination of the National Treasury Note, Series B – NTN-B), maturing on August 15, 2030, exponentially increased by a spread of 1.00% (one percent) per year, based on 252 (two hundred and fifty-two) Business Days; or (ii) 7.00% (seven percent) per year, based on 252 (two hundred and fifty-two) Business Days.
The Issuance is part of the continuous search for efficiency and value creation for the Company’s shareholders and stakeholders, resulting in a reduction in the cost of debt and an extension of the Company’s average debt repayment term. More information about the Offer can be obtained in the minutes of the Board of Directors’ Meeting, as well as in the “Private Deed Instrument of the 7th (Seventh) Issuance of Simple Debentures, Non-Convertible into Shares, of the Unsecured Type, in a Single Series, for Public Distribution According to the Rite of Automatic Registration of Distribution, of Desktop S.A.”, available on the Company&’s (www.ri.desktop.com.br) and CVM’s (www.gov.br/cvm) websites, as applicable.
This Material Fact is for informational purposes only, under the terms of the regulations in force, and should not be interpreted and/or considered, for all legal purposes, as a material for the sale and/or disclosure of the Debentures or the Offering. The Company will keep its shareholders and the market in general duly informed about the subject matter of this document.
Sumaré, July 03, 2024.
DESKTOP S.A.
Bruno Silva Carvalho de Souza Leão
Chief Financial, M&A and Investor Relations Officer