SBS Companhia Sanea

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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 July, 2024

 

Commission File Number 1-31317

 

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Companhia de Saneamento Básico do Estado de São Paulo - SABESP

(Exact name of registrant as specified in its charter)

 

Basic Sanitation Company of the State of São Paulo - SABESP

(Translation of Registrant’s name into English)

 

Rua Costa Carvalho, 300

São Paulo, S.P., CEP 05429-900,

Federative Republic of Brazil

 

(Address of principal executive office)

 

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 ☒

 

 

INCORPORATION BY REFERENCE

This report and exhibits shall be deemed to be incorporated by reference in our registration statements on Form F-3 filed with the U.S. Securities and Exchange Commission on June 21, 2024 (File No. 333-280420), and shall be deemed to be a part thereof from the date on which this report is furnished to the SEC, to the extent not superseded by documents or reports subsequently filed or furnished to the U.S. Securities and Exchange Commission.

 

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.

	COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO - SABESP
June 18, 2024	By:	/s/ ANDRE GUSTAVO SALCEDO TEIXEIRA MENDES
		Name:	ANDRE GUSTAVO SALCEDO TEIXEIRA MENDES
		Title:	Chief Executive Officer
	By:	/s/ CATIA CRISTINA TEIXEIRA PEREIRA
		Name:	CATIA CRISTINA TEIXEIRA PEREIRA
		Title:	Chief Financial Officer and Investor Relations Officer

 

 

 

 

EXHIBIT INDEX

Exhibit Number		Document Description
5.2		Opinion of Lefosse Advogados, Brazilian legal counsel of the Registrant as to matters of Brazilian law relating to the common shares.
23.4		Consent of Lefosse Advogados (included in Exhibit 5.2).

 

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Exhibit 5.2

Lefosse Advogados
Rua Tabapuã, 1.227, 14º andar
04533-014, São Paulo, SP
Tel.: +55 (11) 3024-6100
Fax: +55 (11) 3024-6200

São Paulo, July 18, 2024.

Companhia de Saneamento Básico do Estado de São Paulo – SABESP
Rua Costa Carvalho, nº 300
05.429-000, São Paulo, SP, Brazil

Companhia de Saneamento Básico do Estado de São Paulo – SABESP
Public Offering of 191,713,044 Common Shares
(including Common Shares in the form of American Depositary Shares)

Ladies and Gentlemen:

We are qualified to practice law in the Federative Republic of Brazil ("Brazil") and have acted as special Brazilian legal counsel to Companhia de Saneamento Básico do Estado de São Paulo – SABESP, a corporation (sociedade por ações) organized and existing under the laws of Brazil (the "Company"), in connection with the preparation and filing by the Company, under the U.S. Securities Act of 1933, as amended ("Securities Act"), of an automatically effective registration statement on Form F-3ADR filed on June 21, 2024, ("Registration Statement") with the United States Securities and Exchange Commission ("SEC") with respect to 191,713,044 common shares, with no par value, of the Company (the "Common Shares"), including Common Shares in the form of American Depositary Shares ("ADSs"), each of which represents one Common Share (the "Securities"), to be offered and sold from time to time on a delayed or continuous basis by the selling shareholder named therein ("Selling Shareholder") at offering prices to be determined from time to time.

In rendering the opinions expressed herein, we have examined:

(i)           an electronic copy of the Registration Statement filed with the SEC as of the date hereof;

(ii)          an electronic copy of the Preliminary Prospectus Supplement to the Registration Statement dated June 21, 2024, filed with the SEC pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein (the "Preliminary Prospectus Supplement");

(iii)         an electronic copy of the Final Prospectus Supplement to the Registration Statement dated July 18, 2024, filed with the SEC pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein (the "Final Prospectus Supplement" and, together with the Preliminary Prospectus Supplement, the "Prospectus Supplements");

(iv)         an executed copy of the International Underwriting and Placement Facilitation Agreement dated July 18, 2024 by and between the Company, the Selling Shareholder and the several international underwriters named therein (the "Underwriting Agreement");

(v)          a copy of the Company's by-laws (estatuto social), as in effect on the date hereof and which will be effective upon the effectiveness of the offering; and

(vi)         such other documents, certificates and information and such matters of law as we have deemed necessary or appropriate in connection with the opinions expressed herein.

In rendering the opinions below, we have made the following assumptions:

 

Rua Tabapuã, 1227 14^th floor 04533-014 São Paulo SP Brazil | Phone + 55 11 3024-6100 Fax + 55 11 3024-6200

(i)           the signatures on the originals, certified copies or copies of all documents submitted to us are genuine;

(ii)         the Registration Statement and any amendments or supplements thereto including the Prospectus Supplements (and any of the documents incorporated by reference therein) are effective and comply with all applicable laws at the time the Common Shares have been offered as contemplated by the Registration Statement, including the Prospectus Supplements;

(iii)        the Securities have been sold and delivered to, and paid for by, the purchasers at the price specified in, and in accordance with the terms of the Underwriting Agreement;

(iv)        each of the Company and the Selling Shareholder has authorized the offering of the Securities, and has taken any other appropriate corporate action;

(v)         all factual representations made in documents reviewed by us, other than those dealing with matters of Brazilian law, are accurate and complete; and

(vi)        except as specifically otherwise mentioned herein, there is no provision of the law of any jurisdiction other than Brazil that has any implication in relation to the opinions expressed herein.

We express no opinion as to any laws other than the laws of Brazil as in effect on the date hereof and we have not made any investigation of the laws of any jurisdiction outside of Brazil. In particular, we have made no independent investigation of the laws of the State of New York as a basis for the opinions expressed herein and do not express or imply any opinion on such laws. This opinion is to be governed by and construed in accordance with the laws of Brazil in effect as of the date hereof. This opinion is issued solely for the purposes of the filing of the Registration Statement and the offering of the Securities by the Selling Shareholder and is not to be relied upon in respect of any other matter.

Based upon the foregoing, and subject to the qualifications set forth below, we are of the opinion that:

1.

The Company is validly existing as a corporation (sociedade por ações) under the laws of Brazil, with corporate power and authority to own lease and operate its properties and conduct its business in Brazil as described in the Registration Statement documents and execute, deliver and perform its obligations under the Registration Statement documents.

2.

In accordance with the Underwriting Agreement, the Securities are legally issued, fully paid and non-assessable (meaning that no further sums will be payable to the Company on such Securities).

The limitations inherent in the independent verification of factual matters and the character of determinations involved in the preparation of a disclosure document are such, however, that we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus Supplements or any amendments or supplements thereto (including any of the documents incorporated by reference therein).

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to our firm in the prospectus constituting a part of the Registration Statement, including the Prospectus Supplements, under the captions "Validity of Securities" and "Service of Process" and "Enforcement of Judgements in Brazil" In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the SEC promulgated thereunder.

Very truly yours,

 

 

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