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 March 2023
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: ☐
SENDAS
ANNOUNCES THE PRICING OF THE PUBLIC OFFERING OF COMMON SHARES BY THE CASINO GROUP
March
16, 2023 – 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 March 14, 2023, the offering by Wilkes Participações S.A., a Casino Group company (the “Selling
Shareholder”), of 254,000,000 common shares of the Company (“Shares”), including 2,340,957 American Depositary
Shares (“ADSs”), each of which represents five Shares, was priced on the date hereof.
The
price per Share to the public was set at R$16.00, resulting in an aggregate offering price of R$4,064,000,000.00. The ADSs were offered
and sold to the public at a price of U.S.$15.13 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$5.2892 per US$1.00, as published by the Central Bank
of Brazil on March 16, 2023.
The
global offering consists of an international offering outside Brazil (the “International Offering”) and a concurrent
public offering 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 filed on March 14, 2023. The registration
statement on Form F-3 and the preliminary prospectus supplement may be accessed through the SEC’s website at www.sec.gov.
BTG
Pactual, Bradesco BBI, Itaú BBA and J.P. Morgan are acting as Global Coordinators, and Goldman Sachs, UBS, Citigroup, Credit Suisse,
Safra and Santander are acting as Joint Bookrunners, in each case with respect to the Global Offering.
Banco
BTG Pactual S.A. – Cayman Branch, Banco Bradesco BBI S.A., Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC, Goldman Sachs
& Co. LLC, UBS Securities LLC, Citigroup Global Markets, Inc., Credit Suisse Securities (USA) LLC and Santander US Capital Markets
LLC are serving as international underwriters with respect to the International Offering of the ADSs.
BTG
Pactual US Capital, LLC, Bradesco Securities, Inc., Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC, Goldman Sachs & Co.
LLC, UBS Securities LLC, Citigroup Global Markets, Inc., Credit Suisse Securities (USA) LLC, Safra Securities LLC and Santander US Capital
Markets LLC are collectively acting 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 placement agents.
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 Shareholder and the Global Offering. Please refer to our annual report on Form 20-F as of and for the year ended December 31, 2022 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) Banco BTG Pactual S.A. —Cayman
Branch, 601 Lexington Avenue, 57th Floor, New York, NY, 10022, Attention: Equity Syndicate Desk, telephone: +1 212 293-4600 or by emailing
OL-BTGPactual-ProspectusDepartment@btgpactual.com; (ii) Bradesco Securities Inc. at 450 Park Avenue, 32nd Floor, New York, NY, 10022,
Attn: Isabela Behar, telephone: +1 (646) 468 3400 or by emailing isabela.behar@bradescobbi.com; (iii) Itau BBA USA Securities, Inc.,
540 Madison Avenue 24th Floor, New York, NY, 10022, Attention: Equity Sales or by emailing ibba-ibdsalesagendas@itau-unibanco.com.br;
(iv) J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York, NY, 11717, telephone:
+1 (866) 803-9204 or by emailing prospectus-eq_fi@jpmchase.com; (v) Goldman Sachs & Co. LLC, 200 West Street, New York, NY, 10282,
Attention: Prospectus Department, telephone: +1 (866) 471-2526 or by emailing prospectus-ny@gs.com; (vi) UBS Securities LLC, 1285 Avenue
of the Americas, New York, NY, 10019, Attention: Syndicate; (vii) Citigroup Global Markets Inc., c/o Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood, New York, NY, 11717, telephone: +1 (800) 831-9146 or by emailing prospectus@citi.com; (viii) Credit
Suisse Securities (USA) LLC, 6933 Louis Stephens Drive, Morrisville, North Carolina, 27560, Attention Prospectus Department, telephone:
+1 (800) 221-1037 or by emailing usa.prospectus@credit-suisse.com; (ix) Safra Securities LLC, 546 Fifth Avenue, New York, NY, 10036,
Attention: Gerard McCarthy, with a courtesy copy, which shall not constitute notice, to legal@safra.com; and (x) Santander US Capital
Markets LLC, 437 Madison Avenue, New York, NY, 10022, Attention: US Equity Capital Markets or by emailing 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.
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:
March 17, 2023
|
Sendas Distribuidora S.A. |
|
|
|
By: |
/s/ Daniela Sabbag Papa |
|
Name: |
Daniela Sabbag Papa |
|
Title: |
Chief Financial Officer |
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|
|
By: |
/s/ Gabrielle Helú |
|
Name: |
Gabrielle Helú |
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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.
3
Sendas Distribuidora (NYSE:ASAI)
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Sendas Distribuidora (NYSE:ASAI)
過去 株価チャート
から 1 2024 まで 1 2025