The offering of Agribusiness Receivables Certificates (CRAs) has been one of the main ways of raising funds by Brazilian agribusiness companies.
Until December 2023, the accumulated volume of receivables backing CRAs totaled BRL130 billion, 36% higher than in 2022, with the maturity period ranging between 3 and 10 years, according to the Brazilian Securities and Exchange Commission (CVM).
One of the main legal instruments for CRA structuring is the Brazilian law “Securitization Memorandum” (Termo de Securitização).
See below 5 key points about Securitization Memorandums in CRA offerings:
1. What is a ‘Securitization Memorandum’ in CRA Offerings: It is an essential legal instrument for the issuance of CRA, through which the securitization company (which will issue CRA to be acquired by investors) binds all the “Agribusiness Credits” to the CRA subject of the offering.
Securitization Memorandum is generally titled as follows: “Agribusiness Credit Rights Securitization Memorandum for the Offering of Agribusiness Receivables Certificates (CRA) of the [-]th Offering, [in Single Series], of the [Securitization Firm] Backed by Agribusiness Credits Due by [Agro Company]”.
2. What are ‘Agribusiness Credits’ or ‘Agribusiness Credit Rights’? These are agribusiness credits that will serve as legal and financial backing for the CRA, and may arise from debentures, financial CPRs (agribusiness promissory note), among other securities, whose identification and characteristics are indicated in the Securitization Memorandum.
3. What are the Main Legal Instruments of a CRA Offering Described in the Securitization Memorandum? They are (i) the Securitization Memorandum itself, (ii) the legal instrument supporting Agribusiness Credits, such as debenture deed, financial CPR, etc., and (iii) the collateral instruments linked to the offering, such as fiduciary lien over real estate, fiduciary assignment of receivables, among others depending on the nature of each issue.
4. What Are the Most Used Collateral in CRA Offerings? To ensure the punctual and full payment of guaranteed obligations, (i) personal guarantees are generally created granted by key persons related to the debtor, (ii) fiduciary assignment of receivables; and (ii) fiduciary lien over real estate.
5. How Are CRA Public Offerings Structured? Securitization Memorandum largely refer to public offerings of CRA subject to registration by the CVM through the automatic distribution rite, under the terms of CVM Resolution 160. These offerings are intended for professional investors.
The above points are addressed in Securitization Memorandum of CRA offering, one of the main forms of fundraising by Brazilian agribusiness companies.
