FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of December, 2023
Brazilian
Distribution Company
(Translation of Registrant’s Name Into English)
Av. Brigadeiro Luiz Antonio,
3142 São Paulo, SP 01402-901
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 X 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 X
(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 X
(Indicate
by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes ___ No X
COMPANHIA
BRASILEIRA DE DISTRIBUIÇÃO
Publicly
Held Company
CNPJ/MF
No. 47.508.411/0001-56
NIRE 35.300.089.901
NOTICE TO THE MARKET
Clarifications about CVM/B3 inquiries
Companhia Brasileira de Distribuição
(“GPA” or “Company”), in compliance with Official Letter No. 341/2023/CVM/SEP/GEA-2, dated December
8, 2023 (“Official Letter”), hereby presents the clarifications requested by the Brazilian Securities and Exchange
Commission (“CVM”) regarding the news published on December 6, 2023, in the newspaper “Brazil Journal”
under the title “GPA wants to cut leverage by 50% in one year; expansion will focus on Minuto Pão” (“News”).
For better understanding and in line with the
guidelines contained in the Letter, its content is transcribed below:
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Official Letter No. 341/2023/CVM/SEP/GEA-2
Rio de Janeiro, December 8, 2023.
To Mr.
Rafael Sirotsky Russowsky
Investor Relations Officer at
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
Tel.: (11) 3886-0533
E-mail: gpa.ri@gpabr.com
C/C: Superintendence of Listing and Supervision of Issuers of B3
S.A. – Brasil, Bolsa, Balcão
Emails: emissores@b3.com.br; ana.pereira@b3.com.br; ana.zane@b3.com.br
Subject: Request for clarification on news published in the
media
Dear Mr. Officer,
1. We refer to the Notice to the Market of the
type "Presentations to analysts/market agents" entitled "Investor Day 2023 Presentation", presented in the Empresas.NET
System at 9:53 am on 12/06/2023, and to the news published in the Brazil Journal news portal on 12/06/2023, entitled "GPA wants to
cut 50% of leverage in one year; expansion will focus on the Bread Minute", with the following content:
GPA wants to cut 50% of leverage
in a year; expansion will focus on the Bread Minute
Pedro Arbex
Grupo Pão de Açúcar
intends to open at least 45 new stores next year, most of them in Minuto Pão, its proximity format - which has shown a relevant
increase in margin.
The retailer also wants to reduce its
capex and intends to cut leverage in half, closing 2024 with a net debt equivalent to 1.2x EBITDA.
At the Investor Day that is taking place
today in São Paulo, GPA also said that it wants to reduce its cash burn by more than 50% next year – after it has
already fallen from BRL 2 billion in 2022 to less than BRL 1 billion this year.
By 2025, the plan is to return to
positive total cash generation, CEO Marcelo Pimentel said during the event.
The CEO also reinforced the guidance
of reaching an EBITDA margin of 8% to 9% next year - compared to 7% in the third quarter - and detailed the deliveries that have already
been made from the turnaround since he took charge of the company in April last year.
[...]
2. Regarding the highlighted excerpts, we request
your statement on the veracity of the information provided in the news article, and, if so, we request the following additional clarifications:
a) Regarding the projection regarding
the opening of 45 new stores in 2024, the information provided does not seem to be in line with the projection of the opening of 118 new
stores in 2024, 12 of which are supermarkets and 106 are proximity, which appears in item 3.1.d of version 3.0 of the Company's 2023 Reference
Form, presented in the Empresas.NET System on 10/11/2023. The Company must clarify whether this is a modification of the projection previously
disclosed and, if so, you must inform the reasons why you decided that the matter was not a Material Fact, pursuant to CVM Resolution
No. 44/21, in particular the provisions of item XXI of the sole paragraph of article 2;
b) regarding the projection regarding
the reduction of leverage by half, closing 2024 with a net debt equivalent to 1.2x EBITDA, you must clarify the reasons why you decided
that the matter was not a Material Fact, pursuant to CVM Resolution No. 44/21, in particular the provisions of item XXI of the sole paragraph
of article 2; and
c) with respect to the projection regarding
the reduction of its cash burn by more than 50% in 2024 and positive cash generation by 2025, you must clarify the reasons why you decided
that the matter was not a Material Fact, pursuant to CVM Resolution No. 44/21, in particular the provisions of item XXI of the sole paragraph
of article 2.
3. The Company must also inform in which documents
filed in the Empresas.NET System more information can be obtained on the subject.
4. Such statement must include a copy of this Letter
and be sent through the Empresas.NET System, category "Notice to the Market", type "Clarifications on CVM/B3 questions".
The fulfillment of this request for manifestation by means of a Notice to the Market does not exempt the eventual determination of liability
for the failure to timely disclose a Material Fact, pursuant to CVM Resolution No. 44/21.
5. As directed in item 4.3 of the Circular/Annual-2023-CVM/SEP
Letter, "the disclosure of projections is information of a material nature, subject to the determinations of CVM Resolution
No. 44/21, and the company's Disclosure Policy must also contemplate the adoption of this practice. According to item XXI of the sole
paragraph of article 2 of CVM Resolution No. 44/21, the modification of projections disclosed by the company is an example of a material
fact. Likewise, the initial disclosure of projections or the disclosure of projections referring to periods other than those of
previously disclosed projections are also considered material facts, and therefore the determinations of CVM Resolution No. 44/21 are
applicable" (emphasis added).
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6. In this regard, we emphasize that, pursuant
to Article 8 of CVM Resolution No. 44/21, the controlling shareholders, officers, members of the board of directors, the fiscal council
and any bodies with technical or advisory functions, created by statutory provision, and employees of the company, must maintain the
confidentiality of information related to a material act or fact to which they have privileged access due to the position or position
they occupy, until its disclosure to the market, as well as ensuring that subordinates and third parties of its trust also do so,
jointly and severally liable with them in the event of non-compliance.
7. Pursuant to article 3 of CVM Resolution No.
44/21, it is incumbent upon the Investor Relations Officer to disclose and communicate to the CVM and, if applicable, to the stock
exchange and the entity of the organized over-the-counter market in which the securities issued by the company are admitted to trading,
any material act or fact that occurred or related to its business, as well as ensuring their wide and immediate dissemination, simultaneously
in all markets in which such securities are admitted to trading. According to paragraph 3 of the same article, it is incumbent upon
the Investor Relations Officer to ensure that the disclosure of a material act or fact in the manner provided for in the caput and in
paragraph 4 precedes or is made simultaneously with the dissemination of the information by any means of communication, including press
information, or in meetings of professional associations. investors, analysts or with a selected audience, in the country or abroad.
8. We also recall the obligation set forth in the
sole paragraph of article 4 of CVM Resolution No. 44/21, to inquire the Company's managers and controlling shareholders, as well as all
other persons with access to material acts or facts, in order to ascertain whether they are aware of information that must be disclosed
to the market.
9. In addition, it should be recalled that the
Reference Form (Item 11. Projections) must be updated within seven (7) business days from the change or disclosure of new projections
or estimates (item VIII of paragraph 3 or item V of paragraph 4 of article 25 of CVM Resolution No. 80/22).
10. We also remind you that, if projections and
estimates are disclosed, the issuer must, on a quarterly basis, in the appropriate field of the Quarterly Information Form (ITR) and in
the Standardized Financial Statements Form (DFP), compare the projections disclosed in the Reference Form and the results actually obtained
in the quarter, indicating the reasons for any differences (paragraph 4 of article 21 of CVM Resolution No. 80/22).
11. By order of the Superintendence of Relations
with Companies, we warn that it will be incumbent upon this administrative authority, in the exercise of its legal powers and, based on
item II, of article 9, of Law No. 6,385/76, and article 7, combined with article 8, of CVM Resolution No. 47/21, to determine the application
of a punitive fine, without prejudice to other administrative sanctions, in the amount of R$ 1,000.00 (one thousand reais), for non-compliance
with the requirements formulated, until December 11, 2023.
Best regards
Document electronically signed by Guilherme
Rocha Lopes, Manager, on 12/08/2023, at 5:20 pm, based on article 6 of Decree No. 8,539, of October 8, 2015.
Document electronically signed by Gustavo André
Ramos Inubia, Analyst, on 12/08/2023, at 5:48 pm, based on article 6 of Decree No. 8,539, of October 8, 2015. |
First, it should be clarified
that the information about the opening of at least 45 more new stores in 2024 should not be considered as a modification of the
performance projection (guidance) already disclosed by the Company. This is because this number is within the projection already
presented by the Company for store openings and for this reason the term "at least" was used, which indicates that this is a
minimum number and not a maximum number of stores. It should also be noted that this reference took into account only the openings of
stores in the "proximity" category, even though the News reported that only most of them would be Minuto Pão de Açúcar.
Regardless of the piece
of news published in the media, the Company decided, taking into account current market conditions and aiming for the best return for
shareholders, to review its store expansion plan and released, on this date, a relevant fact with a new store opening schedule to be performed
until 2026.
In relation to item b) of
the Official Letter, the Company has been widely disclosing its plan to reduce financial leverage, with several projects already completed
or in progress, such as the sale of the stake held by the Company in Almacenes Éxito S.A. and CNova N.V. and the potential public
offering of shares issued by the Company. However, the Company would like to emphasize that it did not provide a projection of its net
debt for 2024, which was an inference made by the journalist based on public information related to the Company’s current net debt
level, added to its existing and disclosed projection of adjusted EBITDA margin. Therefore, such information should not be considered
as a new performance projection (guidance) of the Company. In fact, information about the leverage reduction plan was widely disclosed
at the Company's investor day and appears in the presentation released to the market on page 102.
Finally, in relation to
item c) of the Official Letter, the Company understands that such information also does not constitute new projections and is part of
its adjusted EBITDA margin projection already disclosed to the market, which also depends on its cash generation capacity, with cash burn
having already shown a significant drop in the last year. It is important to note that the Company did not provide a number for its cash
generation in 2025, mentioning only that it would be positive, which also disqualifies the information as a projection.
Thus, to the extent that
the values and indicators referred to in the News and in the Presentation to Investors, as they were widely disclosed, including publication
on the Company’s and CVM websites, are not qualified as modifications or new performance projections (guidance), we understand
that this information would not give rise to the obligation to disclose a Material Fact pursuant to CVM Resolution No. 44, of August 23,
2021.
In view of all the above,
believing that it has clarified the questions presented in the Official Letter, the Company makes itself available to provide any additional
clarifications that may be necessary.
São Paulo, December 11, 2023.
Rafael Russowsky
Vice President of Finance and Investor Relations
Officer
SIGNATURES
Pursuant
to the requirement 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.
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COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
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| Date: December
12, 2023 |
By: /s/ Marcelo Pimentel
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Name: |
Marcelo Pimentel |
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Title: |
Chief Executive Officer |
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By: /s/
Rafael Sirotsky Russowsky |
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Name: |
Rafael Sirotsky Russowsky |
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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 offuture
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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