XML 53 R24.htm IDEA: XBRL DOCUMENT v3.22.1
Loans, financing, debentures and hedge derivative financial instruments
12 Months Ended
Dec. 31, 2021
Disclosure of detailed information about borrowings [abstract]  
Loans, financing, debentures and hedge derivative financial instruments

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

 

a. Composition

 

Description

12/31/2021


 

12/31/2020


 

Index/ Currency

Weighted average financial charges 12/31/2021 – % p.a.

Maturity

Foreign currency:

 


 

 


 

 

 

 

Notes in the foreign market (b) (*)

7,821,441


 

7,267,687


 

US$

5.3

2026 to 2029

Foreign loan (c.1) (*)

735,438


 

1,047,644


 

US$

4.0

2023

Foreign loan (c.1) (*)

275,936


 

261,284


 

US$ + LIBOR (1)

1.0

2022

Financial institutions (d)

-


 

154,783


 

US$

-

2022

Financial institutions (d)

-


 

39,350


 

MX$(2)

-

2021

Financial institutions (d)

-


 

312,200


 

US$ + LIBOR (1)

-

2021

Advances on foreign exchange contracts

-


 

105,579


 

US$

-

2021

Total foreign currency

8,832,815


 

9,188,527


 

 

 

 

 

 


 

 


 

 

 

 

Brazilian Reais:

 


 

 


 

 

 

 

Debentures – CRA (f.2, f.4 and f.6)

2,063,788


 

2,037,602


 

DI

95.8

2022 to 2023

Debentures – 6ª issuance (f.5)

1,764,199


 

1,734,113


 

DI

105.3

2023

Debentures – CRA (f.2, f.4, f.6 and f.10) (*) 

1,940,237


 

1,000,824


 

IPCA

4.7

2024 to 2028

Debentures – Ipiranga (f.1 and f.3)

771,538


 

1,679,036


 

DI

105.0

2022

Debentures – Ultracargo Logística and Tequimar Vila do Conde (f.8 and f.9) (*)

466,061


 

-


 

IPCA

4.1

2028

Banco do Brasil (e)

204,813


 

407,420


 

DI

110.9

2022

Debentures – Ultracargo Logística (f.7) (*)

80,946


 

92,541


 

R$

6.5

2024

Bank Credit Bill

51,179


 

50,692


 

R$ + DI

2.0

2022

Financial institutions (d)

4,564


 

-


 

R$

-

2022

FINEP

326


 

29,803


 

TJLP (3)

(1.5)

2022

Notes - Ultrapar (g.1)

-


 

1,038,499


 

R$ + DI

-

2021

Total in Brazilian Reais

7,347,651


 

8,070,530


 

 

 

 

Total foreign currency and Brazilian Reais

16,180,466


 

17,259,057


 

 

 

 

Currency and interest rate hedging instruments (**)

197,177


 

117,159


 

 

 

 

Total

16,377,643


 

17,376,216


 

 

 

 

Current

2,866,051


 

3,255,944


 

 

 

 

Non-current

13,511,592


 

14,120,272


 

 

 

 

 

(*) 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.

(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, 2021, TJLP was fixed at 5.32  % p.a.



The changes in loans, financing, debentures and hedge derivative financial instruments 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

14,392,722


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


Hedge result

87,174


Balance as of December 31, 2020

17,376,216


New loans and debentures with cash effect

1,462,220


Interest accrued

801,102


Principal payment

(2,922,214

)

Interest payment

(749,043

)

Monetary and exchange rate variation

800,749


Change in fair value

(229,657

)

Hedge result

80,018


Reclassification to liabilities held for sale (i)

(241,748

)

Balance as of December 31, 2021

16,377,643


 

(i) For further information, see Note 3.c.1.

 

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

 

 

12/31/2021


 

12/31/2020


From 1 to 2 years

3,092,734


 

2,702,626


From 2 to 3 years

774,904


 

3,091,641


From 3 to 4 years

270,401


 

784,778


From 4 to 5 years

3,056,499


 

231,271


More than 5 years

6,317,054


 

7,309,956


 

13,511,592


 

14,120,272


 

The transaction costs and issuance premiums associated with debt issuance were added to their financial liabilities, as shown in Note 17.h.

 

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$ 4,185,375 as of December 31, 2021) 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 Notes 33.h.2 and 33.h.3).

 

On June 6, 2019 the subsidiary Ultrapar International issued US$ 500,000 (equivalent to R$ 2,790,250 as of December 31, 2021) 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$ 1,116,100 as of December 31, 2021) in notes in the foreign market maturing in October 2026.

 

On July 13, 2020 the subsidiary Ultrapar International carried out the reopening of notes in the foreign market issued in 2019, realizing new issuance in the amount of US$ 350,000 (equivalent to R$ 1,953,175 as of December 31, 2021) 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$ 837,075 as of December 31, 2021) 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$ 175,000 (equivalent to R$ 976,588 as of December 31, 2021). 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 104.9% 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$


 

R$


 

Cost in % of DI


Charges (1)

6,234


 

34,786


 

-


Jun/2022

50,000


 

279,025


 

105.0


Sep/2023

60,000


 

334,830


 

105.0


Sep/2023

65,000


 

362,733


 

104.8


Total / average cost

181,234


 

1,011,374


 

104.9


 

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


d. Financial institutions

 

In December 2021, the subsidiary Abastece Aí ended the year with a short-term liabilities in the amount of R$ 4,564.

 

The subsidiary Oxiteno México S.A de C.V has contracted loan of US$ 20,000 with maturity in April 2022. The other maturities of this item are represented by Oxiteno Uruguay with maturities between October 2021 and July 2022 and by Oxiteno USA, which has already been fully settled on its maturity in September 2021. As of December 31, 2021 the balances of R$ 163,478 were reclassified to liabilities held for sale.

 

e. Banco do Brasil

 

The subsidiary IPP has floating interest rate loans with Banco do Brasil in the amount of R$ 204,813 as of December 31, 2021, of which R$ 1,646 in charges, intended for marketing, processing, or manufacturing of agricultural goods (ethanol) with maturity in May 2022.

  


f. Debentures

 

f.1 In May 2016 the subsidiary IPP carried out 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

 

Subsidiary IPP paid in advance its fourth public issuance of debentures upon maturity.

 

f.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.



f.3 In July 2017 the subsidiary IPP carried out 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

 

f.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.

 

 

f.5 In March 2018 the Company carried out 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

 

f.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 R$660,000 and another of R$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.

 


f.7 In November 2019 the subsidiary Ultracargo Logística 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 Ultracargo Logística contracted hedging instruments subjected interest rate variation, changing the debentures fixed for 99.94% of the DI. Ultracargo Logística 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.

 

f.8 In March 2021 the subsidiary Tequimar Vila do Conde made its first issuance of debentures, in a single series of 360,000 simple, nonconvertible into shares and unsecured debentures, which main characteristics are as follows:

 

Face value unit:

R$ 1,000.00

Final maturity:

March 15, 2028

Payment of the face value:

Lump sum at final maturity

Interest:

IPCA + 4.04%

Payment of interest:

Semiannually

Reprice:

Not applicable

 

The subsidiary Tequimar Vila do Conde contracted hedging instruments subjected interest rate variation changing the debentures fixed for 111.4% of the DI. Tequimar Vila do Conde 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.


f.9 In March 2021 the subsidiary Ultracargo Logística made its second issuance of debentures, in a single series of 100,000 simple, nonconvertible into shares and unsecured debentures, which main characteristics are as follows:

 

Face value unit:

R$ 1,000.00

Final maturity:

March 15, 2028

Payment of the face value:

Lump sum at final maturity

Interest:

IPCA + 4.37%

Payment of interest:

Semiannually

Reprice:

Not applicable

 

The subsidiary Ultracargo Logística contracted hedging instruments subjected interest rate variation changing the debentures fixed for 111.4% of the DI. Ultracargo Logística 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.

 

f.10 In September 2021, subsidiary IPP carried out its tenth issue of debentures in the total amount of R$ 960,000, in a single series of 960,000 simple, nonconvertible, registered, book-entry and unsecured debentures, privately placed by Vert Companhia Securitizadora. The funds were used exclusively for the purchase of ethanol by the subsidiary IPP. The debentures were subscribed for the purpose to bind the issuance of CRA. The financial settlement ocurred on September 16, 2021. The debentures have an additional guarantee from Ultrapar and the main characteristics are as follows:

 

Amount:

960,000

Face value unit:

R$ 1,000.00

Final maturity:

September 15, 2028

Payment of the face value:

Lump sum at final maturity

Interest:

IPCA + 4.83%

Payment of interest:

Semiannually

Reprice:

Not applicable

 

The subsidiary IPP contracted hedging instruments subjected to IPCA variation, changing the debentures charges linked to the IPCA to 102.75% of the 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.

 

The debentures have maturity dates distributed as shown below (includes accrued interest through December 31, 2021):

 

Maturity

 

12/31/2021


Charges (1)

 

(22,759

)

Apr/2022

 

660,139


Jul/2022

 

750,000


Oct/2022

 

730,384


Mar/2023

 

1,725,000


Dec/2023

 

660,000


Apr/2024

 

443,944


Oct/2024

 

267,316


Nov/2024

 

90,000


Dec/2025

 

287,294


Mar/2028

 

498,474


Sep/2028

 

996,977


Total

 

7,086,769


 

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

 

g. Notes

 

g.1 In April 2020 the Company carried out 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

 

The Company paid in advance its second public issuance of notes on maturity.

 

h. 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 12/31/2020


 

Incurred cost


 

Amortization


 

Reclassification to liabilities held for sale (i)


 

Balance on 12/31/2021


Debentures (f)

0.2

 

28,348


 

40,953


 

(14,811

)

 

-


 

54,490


Notes in the foreign market (b)

0.1

 

37,112


 

-


 

(4,890

)

 

(4,204

)

 

28,018


Notes (g)

 

 

1,318


 

-


 

(1,318

)

 

-


 

-


Banco do Brasil (e)

0.1

 

332


 

-


 

(256

)

 

-


 

76


Total

 

 

67,110


 

40,953


 

(21,275

)

 

(4,204

)

 

82,584


 

(i) See Note 3.c.1.

 

 

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

 

Balance on 12/31/2019


 

Incurred cost


 

Amortization


 

Balance on 12/31/2020


Debentures (f)

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 (g)

0.5

 

-


 

6,802


 

(5,484

)

 

1,318


Banco do Brasil (e)

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


 

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 (f)

15,060


 

11,129


 

6,990


 

6,075


 

5,886


 

9,350


 

54,490


Notes in the foreign market (b)

4,126


 

4,128


 

4,143


 

4,135


 

3,897


 

7,589


 

28,018


Banco do Brasil (e)

76


 

-


 

-


 

-


 

-


 

-


 

76


Total

19,262


 

15,257


 

11,133


 

10,210


 

9,783


 

16,939


 

82,584


 

i. Guarantees

 

The financings does not have guaranteed by collateral as of December 31, 2021 (R$ 75,251 as of December 31, 2020) and has guarantees and promissory notes in the amount of R$ 14,151,506 as of December 31, 2021 (R$ 13,758,033 as of December 31, 2020).

 

The Company and its subsidiaries offer collateral in the form of letters of credit for commercial and legal proceedings in the amount of R$ 118,231 as of December 31, 2021 (R$ 129,139 as of December 31, 2020).

 

The subsidiary IPP issued collateral to financial institutions in connection with the amounts payable by some of their customers to such institutions (vendor financing) as follows:

 

 

IPP


 

12/31/2021


 

12/31/2020


Maximum amount of future payments related to such collateral

690,347


 

330,944


Maturities of up to

49 months


 

46 months


Fair value of collateral

9,923


 

5,496


 

If the subsidiary IPP is required to make any payment under these collateral arrangements, this subsidiary may recover the amount paid directly from its customers through commercial collection. Until December 31, 2021 the subsidiary IPP did not have losses in connection with these collateral arrangements. The fair value of collateral 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.