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Loans, financing, debentures and hedge derivative financial instruments
12 Months Ended
Dec. 31, 2020
Text block [abstract]  
Loans, financing, debentures and hedge derivative financial instruments

16. Loans, financing, debentures and hedge derivative financial instruments

 

a. Composition

 

Description

12/31/2020

 

12/31/2019

 

Index/
Currency

Weighted average
financial charges
12/31/2020 – % p.a.

Maturity

Foreign currency – denominated loans:

 

 

 

 

 

 

 

Notes in the foreign market (b) (*)

7,267,687

 

4,213,662

 

US$

5.3

2026 to 2029

Foreign loan (c.1) (*)

1,047,644

 

1,057,407

 

US$

3.9

2021 to 2023

Financial institutions (e)

312,200

 

604,741

 

US$ + LIBOR (1)

1.4

2021

Foreign loan (c.1) (*)

261,284

 

608,685

 

US$ + LIBOR (1)

1.0

2022

Financial institutions (e)

154,783

 

132,417

 

US$

2.5

2020 to 2022

Advances on foreign exchange contracts

105,579

 

-

 

US$

3.7

2021

Financial institutions (e)

39,350

 

41,164

 

MX$ (2)

8.4

2021

Foreign loan (c.2)

-

 

243,837

 

US$ + LIBOR (1)

-

2020

BNDES (d)

-

 

208

 

US$

-

2020

Total foreign currency

9,188,527

 

6,902,121

 

 

 

 









Brazilian Reais – denominated loans:

 

 

 

 

 

 

 

Debentures – CRA (g.2, g.4 and g.6)

 2,037,602

 

 2,036,647

 

DI

95.8

2022 to 2023

Debentures - 6ª issuance (g.5)

 1,734,113

 

 1,752,080

 

DI

105.3

2023

Debentures – Ipiranga (g.1 and g.3)

 1,679,036

 

 1,868,612

 

DI

105.0

2021 to 2022

Notes - Ultrapar (h.1)

 1,038,499

 

-

 

R$ + DI

3.1

2021

Debentures – CRA (g.2, g.4 and g.6) (*) 

 1,000,824

 

 941,614

 

IPCA

4.6

2024 to 2025

Banco do Brasil (f)

 407,420

 

 611,276

 

DI

110.9

2021 to 2022

Bank Credit Bill

 50,692

 

-

 

R$ + DI

3.5

2021

Debentures – Tequimar (g.7)

 92,541

 

 89,278

 

R$

6.5

2024

FINEP

 29,803

 

 41,345

 

TJLP (3)

1.6

2020 to 2023

BNDES (d)

-

 

 62,578

 

TJLP (3)

-

2021

Banco do Nordeste do Brasil

-

 

 10,039

 

R$ (4)

-

2021

FINEP

-

 

 12,820

 

R$

-

2020 to 2021

BNDES (d)

-

 

 30,392

 

SELIC (5)

-

2020

BNDES (d)

-

 

 3,913

 

R$

-

2020 to 2022

FINAME

-

 

 22

 

TJLP

(3)

-

2020 to 2022

Total in Brazilian Reais

 8,070,530

 

 7,460,616

 

 

 

 

Total foreign currency and Brazilian Reais

 17,259,057

 

 14,362,737

 

 

 

 

Currency and interest rate hedging instruments (**)

 117,159

 

 29,985

 

 

 

 

Total

 17,376,216

 

 14,392,722

 

 

 

 

Current

 3,255,944

 

 1,117,441

 

 

 

 

Non-current

 14,120,272

 

 13,275,281

 

 

 

 


(*) These transactions were designated for hedge accounting (see Note 33.h).

 (**) Accumulated losses (see Note 33.i).


 (1)   LIBOR = London Interbank Offered Rate.

 (2)   MX$ = Mexican Peso; TIIE = the Mexican interbank balance interest rate.

 (3)   TJLP (Long-term Interest Rate) = set by the National Monetary Council, TJLP is the basic financing cost of Banco Nacional de Desenvolvimento Econômico e Social (“BNDES”), the Brazilian Development Bank. On December 31, 2020, TJLP was fixed at 4.55% p.a.

 (4)   Contract linked to the rate of FNE (Northeast Constitutional Financing Fund) fund whose purpose is to promote the development of the industrial sector, managed by Banco do Nordeste do Brasil. On December 31, 2020, the FNE interest rate was 10% p.a. FNE grants a discount of 15% on the interest rate for timely payments. 

 (5)   SELIC = basic interest rate set by the Brazilian Central Bank.

 

The changes in loans and debentures are shown below:

 

Balance as of December 31, 2018

15,116,139


New loans and debentures with cash effect

2,105,737


Interest accrued

845,844


Principal payment

(2,644,704

)

Interest payment

(1,469,780

)

Monetary and exchange rate variation

296,441


Change in fair value

113,060


Balance as of December 31, 2019

14,362,737


New loans and debentures with cash effect

3,591,624


Interest accrued

757,161


Principal payment

(2,795,002

)

Interest payment

(740,853

)

Monetary and exchange rate variation

2,048,688


Change in fair value

34,702


Balance as of December 31, 2020

17,259,057




The long-term debt had the following principal maturity schedule:

 

 

12/31/2020

 

12/31/2019

From 1 to 2 years

2,702,626

 

1,424,775

From 2 to 3 years

3,091,641

 

3,115,495

From 3 to 4 years

784,778

 

3,451,988

From 4 to 5 years

231,271

 

765,263

More than 5 years

7,309,956

 

4,517,760

 

14,120,272

 

13,275,281

The transaction costs and issuance premiums associated with debt issuance were added to their financial liabilities, as shown in Note 16.i.

 

The Company’s management entered into hedging instruments against foreign exchange and interest rate variations for a portion of its debt obligations (see Note 33.h).


b.  Notes in the foreign market

 

On October 6, 2016, the subsidiary Ultrapar International S.A. (“Ultrapar International”) issued US$ 750,000 (equivalent to R$ 3,897,525 as of December 31, 2020) in notes in the foreign market, maturing in October 2026, with interest rate of 5.25% p.a., paid semiannually. The issue price was 98.097% of the face value of the note. The notes were guaranteed by the Company and its subsidiary IPP. The Company has designated hedge relationships for this transaction (see Note 33.h.3).

 

On June 6, 2019, the subsidiary Ultrapar International issued US$ 500,000 (equivalent to R$ 2,598,350 as of December 31, 2020) in notes in the foreign market, maturing in June 2029, with interest rate of 5.25% p. a., paid semiannually. The issue price was 100% of the face value of the note. The notes were guaranteed by the Company and its subsidiary IPP. The Company has designated hedge relationships for part of this transaction (see Note 33.h.3).

On June 21, 2019, the subsidiary Ultrapar International repurchased US$ 200,000 (equivalent to R$ 1,039,340 as of December 31, 2020) in notes in the foreign market maturing in October 2026.

 

On July 13, 2020, the subsidiary Ultrapar International made the reopening of notes in the foreign market issued in 2019, in the amount of US$ 350,000 (equivalent to R$ 1,818,845 as of December 31, 2020) maturing in June 2029, to the coupon (interest) and yield of 5.25% per year, paid semiannually. The issue price was 99.994% of face value of the note. The notes were guaranteed by the Company and the subsidiary IPP.

 

As a result of the issuance of the notes in the foreign market, the Company and its subsidiaries are required to perform certain obligations, including:

 

  • Restriction on sale of all or substantially all assets of the Company and subsidiaries Ultrapar International and IPP.

 

  • Restriction on encumbrance of assets exceeding US$ 150,000 (equivalent to R$ 779,505 as of December 31, 2020) or 15% of the amount of the consolidated tangible assets.

 

The Company and its subsidiaries are in compliance with the levels of covenants required by this debt. The restrictions imposed on the Company and its subsidiaries are customary in transactions of this nature and have not limited their ability to conduct their business to date.

 

c. Foreign loans

 

c.1. The subsidiary IPP has foreign loans in the amount of US$ 235,000 (equivalent to R$ 1,221,225 as of December 31, 2020). IPP also contracted hedging instruments with floating interest rate in U.S. dollar and exchange rate variation, changing the foreign loans charges, on average, to 104.1% of DI. IPP designated these hedging instruments as a fair value hedge (see Note 33.h.1). Therefore, loans and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss. The foreign loans are secured by the Company.

 

The foreign loans have the maturity distributed as follows:

 

Maturity

US$ (thousands)

 

R$ (thousands)

 

Cost in % of DI

Charges (1)

16,877

 

87,703

 

-

Jul/2021

60,000

 

311,802

 

101.8

Jun/2022

50,000

 

259,835

 

105.0

Sep/2023

60,000

 

311,802

 

105.0

Sep/2023

65,000

 

337,786

 

104.8

Total / average cost

251,877

 

1,308,928

 

104.1

 

 (1) Includes interest, transaction costs and fair value adjustments.

 

The subsidiary IPP paid off in advance of such financing in the amount of US$ 160,000 in 2020. From the 2020, the subsidiary IPP does not have contracts of foreign loans with covenants.

 

c.2 The subsidiary Global Petroleum Products Trading Corporation (“GPPTC”) contracted a foreign loan in the amount of US$ 60,000 with maturity on June 22, 2020 and interest of LIBOR + 2.0% p.a., paid quarterly. The Company, through the subsidiary Cia. Ultragaz, contracted hedging instruments subject to floating interest rates in dollar and exchange rate variation, changing the foreign loan charge to 105.9% of DI. The foreign loan is guaranteed by the Company and its subsidiary Oxiteno S.A. The foreign loan was settled by sudsidiary GPPTC on the maturity date.

 

d. BNDES

 

The subsidiaries had financing from BNDES for some of their investments and for working capital.

 

The subsidiaries paid such loans off in advance in the amount of R$ 39,843 on December 2020.

 

e. Financial institutions

 

The subsidiaries Oxiteno Mexico S.A. de C.V., Oxiteno USA LLC (“Oxiteno USA”) and Oxiteno Uruguay have loans for investments and working capital.

 

The subsidiary Oxiteno USA has loans with bearing interest of LIBOR + 1.4% and maturity as shown below:

 

Maturity

US$
(thousands)

 

R$
(thousands)

Charges (1)

3

 

15

Mar/2021

60,000

 

312,185

Total

60,003

 

312,200

 

 (1) Includes interest.

 

The proceeds of this loan were used in the working capital and to fund the construction of a new alkoxylation plant in the state of Texas.

 

The subsidiary Oxiteno USA paid off in advance of such financing in the amount of US$ 70,000 in 2020. As from the third quarter of 2020, the subsidiary Oxiteno USA does not have the need to maintain the levels of covenants required by these loans.

f. Banco do Brasil

 

The subsidiary IPP has floating interest rate loans with Banco do Brasil to marketing, processing, or manufacturing of agricultural goods (ethanol).

 

These loans mature, as follows (includes accrued interest through December 31, 2020):

 

Maturity

 

12/31/2020

May/2021

 

204,328

May/2022

 

203,092

Total

 

407,420

 

g. Debentures

 

g.1. In May 2016, the subsidiary IPP made its fourth issuance of public debentures, in one single series of 500 simple, nominative, registered debentures, nonconvertible into shares and unsecured, which main characteristics are as follows:

 

Face value unit:

R$ 1,000,000.00

Final maturity:

May 25, 2021

Payment of the face value:

Annual as from May 2019

Interest:

105.0% of DI

Payment of interest:

Semiannually

Reprice:

Not applicable

 

g.2. In April 2017, the subsidiary IPP carried out its fifth issuance of debentures, in two series, being one of 660,139 and another of 352,361, simple, nonconvertible into shares, nominative, book-entry and unsecured debentures. The debentures have been subscribed by Eco Consult – Consultoria de Operações Financeiras Agropecuárias Ltda. The proceeds from this issuance were used exclusively for the purchase of ethanol by subsidiary IPP.

 

The debentures were later assigned and transferred to Eco Securitizadora de Direitos Creditórios do Agronegócio S.A. that acquired these agribusiness credit rights with the purpose to bind the issuance of Certificates of Agribusiness Receivables (CRA). The debentures have an additional guarantee from Ultrapar and the main characteristics of the debentures are as follows:

 

Amount:

660,139

Face value unit:

R$ 1,000.00

Final maturity:

April 18, 2022

Payment of the face value:

Lump sum at final maturity

Interest:

95.0% of DI

Payment of interest:

Semiannually

Reprice:

Not applicable

 

Amount:

352,361

Face value unit:

R$ 1,000.00

Final maturity:

April 15, 2024

Payment of the face value:

Lump sum at final maturity

Interest:

IPCA + 4.68%

Payment of interest:

Annually

Reprice:

Not applicable

 

The subsidiary IPP contracted hedging instruments subjected to IPCA variation, changing the debentures charges linked to IPCA to 93.9% of DI. IPP designated these hedging instruments as fair value hedges; therefore, debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss.

 

g.3. In July 2017, the subsidiary IPP made its sixth issuance of public debentures, in one single series of 1,500,000 simple, nonconvertible into shares and unsecured debentures, which main characteristics are as follows:

 

Face value unit:

R$ 1,000.00

Final maturity:

July 28, 2022

Payment of the face value:

Annual as from July 2021

Interest:

105.0% of DI

Payment of interest:

Annually

Reprice:

Not applicable

 

g.4. In October 2017, the subsidiary IPP carried out its seventh issuance of debentures in the amount of R$ 944,077, in two series, being on of 730,384 and another of 213,693, simple, nonconvertible into shares, nominative, book-entry and unsecured debentures. The debentures have been subscribed by Vert  Companhia Securitizadora. The proceeds from this issuance were used exclusively for the purchase of ethanol by subsidiary IPP.


The debentures were later assigned and transferred to Vert Créditos Ltda., that acquired these agribusiness credit rights with the purpose to bind the issuance of Certificates of Agribusiness Receivables (CRA). The financial settlement occurred on November 1, 2017. The debentures have an additional guarantee from Ultrapar and the main characteristics of the debentures are as follows:

 

Amount:

730,384

Face value unit:

R$ 1,000.00

Final maturity:

October 24, 2022

Payment of the face value:

Lump sum at final maturity

Interest:

95.0% of DI

Payment of interest:

Semiannually

Reprice:

Not applicable

 

Amount:

213,693

Face value unit:

R$ 1,000.00

Final maturity:

October 24, 2024

Payment of the face value:

Lump sum at final maturity

Interest:

IPCA + 4.34%

Payment of interest:

Annually

Reprice:

Not applicable

 

The subsidiary IPP contracted hedging instruments subjected to IPCA variation, changing the debentures charges linked to IPCA to 97.3% of DI. IPP designated these hedging instruments as fair value hedges; therefore, debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss.

 

g.5. In March 2018, the Company made its sixth issuance of public debentures, in a single series of 1,725,000 simple, nonconvertible into shares and unsecured debentures, which main characteristics are as follows:

 

Face value unit:

R$ 1,000.00

Final maturity:

March 5, 2023

Payment of the face value:

Lump sum at final maturity

Interest:

105.25% of DI

Payment of interest:

Semiannually

Reprice:

Not applicable


g.6. In December 2018, the subsidiary IPP carried out its eighth issuance of debentures in the amount of R$ 900,000, in two series, being one of 660,000 and another of 240,000, simple, nonconvertible into shares, nominative, book-entry and unsecured debentures. The debentures have been subscribed by Vert Companhia Securitizadora. The proceeds from this issuance were used exclusively for the purchase of ethanol by subsidiary IPP. The debentures were subscribed with the purpose to bind the issuance of CRA. The financial settlement occurred on December 21, 2018. The debentures have an additional guarantee from Ultrapar and the main characteristics of the debentures are as follows:

 

Amount:

660,000

Face value unit:

R$ 1,000.00

Final maturity:

December 18, 2023

Payment of the face value:

Lump sum at final maturity

Interest:

97.5% of DI

Payment of interest:

Semiannually

Reprice:

Not applicable

 

Amount:

240,000

Face value unit:

R$ 1,000.00

Final maturity:

December 15, 2025

Payment of the face value:

Lump sum at final maturity

Interest:

IPCA + 4.61%

Payment of interest:

Annually

Reprice:

Not applicable

 

The subsidiary IPP contracted hedging instruments subjected to IPCA variation, changing the debentures charges linked to IPCA to 97.1% of DI. IPP designated these hedging instruments as fair value hedges; therefore, debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss.

 

g.7. In November 2019, the subsidiary Tequimar made its first issuance of debentures, in a single series of 90,000 simple, nonconvertible into shares and unsecured debentures, which main characteristics are as follows:

 

Face value unit:

R$ 1,000.00

Final maturity:

November 19, 2024

Payment of the face value:

Lump sum at final maturity

Interest:

6.47%

Payment of interest:

Semiannually

Reprice:

Not applicable

 

The subsidiary Tequimar contracted hedging instruments subjected interest rate variation, changing the debentures fixed for 99.94% of the DI. Tequimar designated these hedging instruments as fair value hedges; therefore, debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized in profit or loss.

 

The debentures have maturity dates distributed as shown below (includes accrued interest through December 31, 2020).


Maturity

 

12/31/2020

Charges (1)

 

205,533

May/2021

 

166,670

Jul/2021

 

750,000

Apr/2022

 

660,139

Jul/2022

 

750,000

Oct/2022

 

730,384

Mar/2023

 

1,725,336

Dec/2023

 

660,000

Apr/2024

 

352,361

Oct/2024

 

213,693

Nov/2024

 

90,000

Dec/2025

 

240,000

Total

 

6,544,116

 

 (1) Includes interest, transaction cost and mark to market.

 

h. Notes

 

h.1 In April 2020, the Company made its second public issuance of notes in a single series of 40 commercial notes, not convertible into shares, of unsecured type, whose main characteristics are:

 

Face value unit:

R$ 25,000,000.00

Final maturity:

April 6, 2021

Payment of the face value:

Lump sum at final maturity

Interest:

DI + 3.10%

Payment of interest:

Lump sum at final maturity

Reprice:

Not applicable

 

h.2 In April 2020, the subsidiary IPP made its first public issuance of notes in a single series of 15 commercial notes, not convertible into shares, of unsecured type, whose main characteristics are:

 

Face value unit:

R$ 20,000,000.00

Final maturity:

April 3, 2021

Payment of the face value:

Lump sum at final maturity

Interest:

DI + 2.00%

Payment of interest:

Lump sum at final maturity

Reprice:

Not applicable

 

The subsidiary IPP paid off in advance the notes in November 2020.


i. Transaction costs

 

Transaction costs incurred in issuing debt were deducted from the value of the related financial instruments and are recognized as an expense according to the effective interest rate method, as follows:

 

 

Effective rate
of transaction
costs (% p.a.)

 

Balance on 12/31/2019

 

Incurred
cost

 

Amortization

 

Balance on 12/31/2020

Debentures (g)

0.2

 

41,406

 

-

 

(13,058)

 

28,348

Notes in the foreign market (b)

0.1

 

28,114

 

13,263

 

(4,265)

 

37,112

Notes (h)

0.5

 

-

 

6,802

 

(5,484)

 

1,318

Banco do Brasil (f)

0.1

 

770

 

-

 

(438)

 

332

Foreign loans (c)

-

 

94

 

-

 

(94)

 

-

Others

-

 

1,382

 

-

 

(1,382)

 

-

Total

 

 

71,766

 

20,065

 

(24,721)

 

67,110

 

 

Effective rate
of transaction
costs (% p.a.)

 

Balance on 12/31/2018

 

Incurred
cost

 

Amortization

 

Balance on 12/31/2019

Debentures (g)

0.2

 

56,376

 

692

 

(15,662)

 

41,406

Notes in the foreign market (b)

0.1

 

13,881

 

18,442

 

(4,209)

 

28,114

Banco do Brasil (f)

0.2

 

3,437

 

-

 

(2,667)

 

770

Foreign loans (c)

-

 

331

 

-

 

(237)

 

94

Others

0.2

 

2,432

 

-

 

(1,050)

 

1,382

Total

 

 

76,457

 

19,134

 

(23,825)

 

71,766

 

 

Effective rate
of transaction
costs (% p.a.)

 

Balance on 12/31/2017

 

Incurred
cost

 

Amortization

 

Balance on 12/31/2018

Debentures (g)

0.2

 

44,709

 

21,308

 

(9,641)

 

56,376

Notes in the foreign market (b)

 

15,298

 

-

 

(1,417)

 

13,881

Banco do Brasil (f)

0.2

 

8,065

 

-

 

(4,628)

 

3,437

Foreign loans (c)

0.1

 

1,213

 

-

 

(882)

 

331

Other

0.2

 

2,801

 

366

 

(735)

 

2,432

Total

 

 

72,086

 

21,674

 

(17,303)

 

76,457

 

The amount to be appropriated to profit or loss in the future is as follows:

 

 

Up to
1 year

 

1 to 2
years

 

2 to 3
years

 

3 to 4
years

 

4 to 5
years

 

More than 5
years

 

Total

Debentures (g)

12,403

 

9,274

 

5,318

 

1,139

 

214

 

-

 

28,348

Notes in the foreign market (b)

4,890

 

4,893

 

4,896

 

4,913

 

4,903

 

12,617

 

37,112

Notes (h)

1,318

 

-

 

-

 

-

 

-

 

-

 

1,318

Banco do Brasil (f)

257

 

75

 

-

 

-

 

-

 

-

 

332

Total

18,868

 

14,242

 

10,214

 

6,052

 

5,117

 

12,617

 

67,110


j. Guarantees

 

The financings are guaranteed by collateral in the amount of R$ 75,251 as of December 31, 2020 (R$ 73,536 as of December 31, 2019) and by guarantees and promissory notes in the amount of R$ 13,758,033 as of December 31, 2020 (R$ 11,833,294 as of December 31, 2019).

 

The Company and its subsidiaries offer collateral in the form of letters of credit for commercial and legal proceedings in the amount of R$ 129,139 as of December 31, 2020 (R$ 293,509 as of December 31, 2019).

 

Some subsidiaries of Company issue collateral to financial institutions in connection with the amounts owed by some of their customers to such institutions (vendor financing) as follows:

 

 

IPP

 

Oxiteno

 

12/31/2020

 

12/31/2019

 

12/31/2020

 

12/31/2019

Maximum amount of future payments related to these collaterals

330,944

 

81,344

 

-

 

2,753

Maturities of up to

46 months

 

60 months

 

-

 

4 months

Fair value of collaterals

5,496

 

1,237

 

-

 

68

 

If a subsidiary is required to make any payment under these collaterals, this subsidiary may recover the amount paid directly from its customers through commercial collection. Until December 31, 2020, the subsidiaries did not have losses in connection with these collaterals. The fair value of collaterals is recognized in current liabilities as other payables, which is recognized in the statement of profit or loss as customers settle their obligations with the financial institutions.