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Loans, financing, debentures and derivative financial instruments | 12 Months Ended
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Dec. 31, 2023
Loans, financing, debentures and derivative financial instruments |
Loans, financing, debentures and derivative financial instruments | 15 Loans, financing, debentures and derivative financial instruments a. Composition
Description | Index/Currency | Average financial charges | Maturity | 12/31/2023 |  |  | 12/31/2022 |
Foreign curency: |  |  |  |  |  |  |  |
Notes in the foreign market (e) | USD | 5.30% | 2026 and 2029 | 3,694,339 |  |  | 3,973,816 |
Foreign loan (f) | USD | 4.60% | 2024 and 2025 | 1,018,429 |  |  | 1,161,798 |
Foreign loan (f) | JPY | 1.30% | 2025 | 439,852 |  |  | - |
Foreign loan (f) | EUR | 4.40% | 2024 | 126,171 |  |  | 54,542 |
Total in foreign currency |  |  |  | 5,278,791 |  |  | 5,190,156 |
Brazilian Reais: |  |  |  |  |  |  |  |
Debentures – CRA (d) | IPCA + | 5.10% | 2024 and 2032 | 3,434,287 |  |  | 3,011,462 |
Debentures – CRA (d) | %DI | 97.50% | 2023 | - |  |  | 660,485 |
Debentures - Ultracargo | IPCA + | 4.10% | 2028 | 556,677 |  |  | 482,185 |
CCB (g) | %DI | 109.40% | 2025 | 552,407 |  |  | - |
Debentures – CRA (d) | Fixed rate | 11.20% | 2027 | 539,914 |  |  | - |
Debentures – CRA (d) | DI+ | 0.70% | 2027 | 488,269 |  |  | - |
CDCA (g) | % DI | 108.60% | 2024 | 201,848 |  |  | - |
Debentures – Ultracargo Logística (d) | Fixed rate | 6.50% | 2024 | 87,826 |  |  | 81,548 |
FINEP | TJLP (1) | 1.00% | 2024 and 2026 | 1,264 |  |  | - |
Debentures - 6th issuance(d) | %DI | 0.00% | 2023 | - |  |  | 1,800,213 |
Total in Brazilian Reais |  |  |  | 5,862,492 |  |  | 6,035,893 |
Total in foreign currency and Brazilian Reais |  |  |  | 11,141,283 |  |  | 11,226,049 |
Derivative financial instruments (*) |  |  |  | 626,734 |  |  | 524,312 |
Total |  |  |  | 11,768,017 |  |  | 11,750,361 |
Current |  |  |  | 1,993,254 |  |  | 3,360,677 |
Non-current |  |  |  | 9,774,763 |  |  | 8,389,684 |
(*) | Accumulated losses (see Note 26.g).
(1) | TJLP (Long-term Interest Rate) = set by the National Monetary Council, the TJLP is the basic financing cost of Banco Nacional de Desenvolvimento Econômico e Social (“BNDES”), the Brazilian Development Bank. On December 31, 2023, TJLP was fixed at 6.55% p.a. (7.20% p.a in 2022 and 5.32% p.a in 2021).
The changes in loans, financing, debentures and derivative financial instruments are shown below:
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 | (241,748 | )
Balance as of December 31, 2021 | 16,377,643 |
New loans with cash effect | 1,519,580 |
Interest accrued | 945,023 |
Principal payment | (5,848,611 | )
Interest payment | (914,979 | )
Monetary and exchange rate variation | (587,064 | )
Change in fair value | (68,366 | )
Hedge result | 327,135 |
Balance as of December 31, 2022 | 11,750,361 |
New loans (d; e; f) | 2,903,031 |
Interest accrued | 761,052 |
Principal payment | (3,149,525 | )
Interest payment | (742,724 | )
Balance of acquired company (see Note 28) | 111,328 |
Monetary and exchange rate variation | (319,488 | )
Change in fair value | 351,560 |
Hedge result | 102,422 |
Balance as of December 31, 2023 | 11,768,017 |
The long-term debt had the following principal maturity schedule:
| 12/31/2023 |  |  | 12/31/2022 |
1 to 2 years | 1,879,412 |  |  | 817,898 |
2 to 3 years | 2,243,967 |  |  | 782,965 |
3 to 4 years | 1,023,820 |  |  | 2,268,647 |
4 to 5 years | 1,691,595 |  |  | - |
More than 5 years | 2,935,969 |  |  | 4,520,174 |
| 9,774,763 |  |  | 8,389,684 |
The transaction costs and issuance premiums associated with debt issuance were added to their financial liabilities. The Company’s Management entered into hedging instruments against foreign exchange and interest rate variations for a portion of its debts (see Note 26.h). b. Transaction costs Transaction costs incurred in issuing debt were deducted from the value of the related contracted financing and are recognized as an expense according to the effective interest rate method as follows:
| Debentures |  |  | Notes in the foreign market |  |  | Banco do Brasil |  |  | Promissory notes |
12/31/2020 | 28,348 |  |  | 37,112 |  |  | 332 |  |  | 1,318 |
Incurred costs | 40,953 |  |  | - |  |  | - |  |  | - |
Payments | (14,811 | ) |  | (4,890 | ) |  | (256 | ) |  | (1,318 | )
Reclassification to liabilities held for sale | - |  |  | (4,204 | ) |  | - |  |  | - |
12/31/2021 | 54,490 |  |  | 28,018 |  |  | 76 |  |  | - |
Incurred costs | 30,420 |  |  | - |  |  | - |  |  | - |
Payments | (16,742 | ) |  | (15,613 | ) |  | (76 | ) |  | - |
12/31/2022 | 68,168 |  |  | 12,405 |  |  | - |  |  | - |
Incurred costs | 23,569 |  |  | - |  |  | - |  |  | - |
Payments | (17,337 | ) |  | (2,289 | ) |  | - |  |  | - |
12/31/2023 | 74,400 |  |  | 10,116 |  |  | - |  |  | - |
The amount to be appropriated to profit or loss in the future is as follows:
| 12/31/2023 |
Up to 1 year | 18,583 |
1 to 2 years | 17,685 |
2 to 3 years | 17,336 |
3 to 4 years | 13,624 |
4 to 5 years | 8,277 |
More than 5 years | 9,011 |
Total | 84,516 |
c. Guarantees The financing does not have collateral as of December 31, 2023 and 2022 and has guarantees and promissory notes in the amount of R$ 10,966,890 as of December 31, 2023 (R$ 9,371,295 as of December 31, 2022). The Company and its subsidiaries offer collateral in the form of letters of guarantee for commercial and legal proceedings in the amount of R$ 103,600 as of December 31, 2023 (R$ 115,451 as of December 31, 2022). The subsidiary IPP issued collateral to financial institutions in connection with the amounts payable by some of its customers to such institutions with maximum future settlements related to these guarantees on the amount of R$ 397,152 (R$ 550,908 as of December 31, 2022). 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, 2023, the subsidiary IPP did not have losses in connection with these collateral arrangements. d. Debentures Refers to funds raised by the Company and its subsidiaries and used, substantially, on the ordinary course of its business.
Issuance date | Nature | Company | Issuing company | Issuance | Series | Final Maturity | Amount | Original remuneration | Hedge instrument/ swap | Remuneration payment | Payment of the face value
Apr-17 | CRA | Ipiranga Prod. De Petróleo S.A. | Eco Consult - Consultoria de Oper. Financ. Agropecuárias Ltda. | 5th | 2 nd | Apr-24 | R$ 352,361 | IPCA + 4.68% | 93.9% of DI | Annually | Lump sum at final maturity
Oct-17 | CRA | Ipiranga Prod. De Petróleo S.A. | Vert Companhia Securitizadora. | 7 th | 2 nd | Oct-24 | R$ 213,693 | IPCA + 4.34% | 97.3% of DI | Annually | Lump sum at final maturity
Dec-18 | CRA | Ipiranga Prod. De Petróleo S.A. | Vert Companhia Securitizadora. | 8th | 2 nd | Dec-25 | R$ 240,000 | IPCA + 4.61% | 97.1% of DI | Annually | Lump sum at final maturity
Nov-19 | Debentures | Ultracargo Logistica S.A. | - | 1st | Single | Nov-24 | R$ 90,000 | 6.47% | 99.94% of DI | Semiannually | Lump sum at final maturity
Mar-21 | Debentures | Ultracargo Soluções Logísticas S.A. | - | 1 st | Single | Mar-28 | R$ 360,000 | IPCA + 4.04% | 111.4% of DI | Semiannually | Lump sum at final maturity
Mar-21 | Debentures | Ultracargo Logistica S.A. | -. | 2 nd | Single | Mar-28 | R$ 100,000 | IPCA + 4.37% | 111.4% of DI | Semiannually | Lump sum at final maturity
Sep-21 | CRA | Ipiranga Prod. De Petróleo S.A. | Vert Companhia Securitizadora. | 10 th | Single | Sep-28 | R$ 960,000 | IPCA + 4.8287% | 102.75% of DI | Semiannually | Lump sum at final maturity
Jun-22 | CRA | Ipiranga Prod. De Petróleo S.A. | Vert Companhia Securitizadora. | 11th | Single | Jun-32 | R$ 1,000,000 | IPCA + 6.0053% | 104.8% of DI | Semiannually | Anual from the 8th yearth
Jun-23 | CRA | Ipiranga Prod. De Petróleo S.A. | Vert Companhia Securitizadora. | 12th | 1 st | Jun-27 | R$ 325,791 | 11.17% p.a. | 105.1% of DI | Quarterly | Lump sum at final maturity
Jun-23 | CRA | Ipiranga Prod. De Petróleo S.A. | Vert Companhia Securitizadora. | 12 th | 2 nd | Jun-27 | R$ 292,209 | DI + 0.70% p.a. | - | Quarterly | Lump sum at final maturity
Jul-23 | CRA | Ipiranga Prod. De Petróleo S.A. | Vert Companhia Securitizadora. | 13th | 1 st | Jul-27 | R$ 200,000 | 11.17% p.a. | 102.9% of DI | Quarterly | Lump sum at final maturity
Jul-23 | CRA | Ipiranga Prod. De Petróleo S.A. | Vert Companhia Securitizadora. | 13 th | 2 nd | Jul-27 | R$ 200,000 | DI + 0.70% p.a. | - | Quarterly | Lump sum at final maturity
On April 2022, Ipiranga Produtos de Petróleo S/A settled the contract relating to the 5 th issue, 1 st series, signed on April 2017 in the amount of R$ 660,139. On October 2022, Ipiranga Produtos de Petróleo S/A settled the contract relating to the 7 th issue, 1 st series, signed on October 2017 in the amount of R$ 730,384. On March 2023, the Company settled the contract relating to the 6 th issue, single series, signed on March 2018 in the amount of R$ 1,725,000. On December 2023, subsidiary Ipiranga settled the contract relating to the 8 th issue, 1 st series, signed on December 2018 in the amount of R$ 660,000. The Company and its subsidiaries contracted hedging instruments for variations of the respective indexes. The hedging instruments was designated as fair value hedges, therefore, debentures and hedging instruments are both presented at fair value from inception, with changes in fair value recognized in profit or loss. The debentures do not have financial covenants. The debentures have maturity dates distributed as shown below (includes accrued interest through December 31, 2023):
Maturity | 12/31/2023 |
Charges (1) | 191,959 |
Apr/2024 | 491,882 |
Oct/2024 | 295,933 |
Nov/2024 | 90,000 |
Dec/2025 | 317,934 |
Jun/2027 | 618,000 |
Jul/2027 | 400,000 |
Mar/2028 | 550,621 |
Sept/2028 | 1,101,274 |
Jun/2030 | 349,790 |
Jun/2031 | 349,790 |
Jun/2032 | 349,790 |
Total | 5,106,973 |
(1) | Includes interest, transaction cost and mark to market.
e. Notes in the foreign market On October 6, 2016, Ultrapar International issued US$ 750,000 in notes in the foreign market maturing in October 2026 and financial charges of 5.25% per year, settled semiannually. The issue price was 98.097% of the face value amount. On June 6, 2019, were issued US$ 500 in notes in the foreign market maturing in June 2029 and financial charges of 5.25% per year, settled semiannually. The issue price was 100% of the face value amount. On June 21, 2019, Ultrapar International repurchased US$ 200,000 in notes in the foreign market maturing in October 2026 and, additionally, on July 13, 2020, realized the reopening of notes in the foreign market issued in 2019, realizing a new issue on the amount of US$ 350,000 maturing in June 2029 and financial charges of 5.25% per year, settled semiannually. The issue price was 99.994% of the face value amount. The notes were guaranteed by Company and the subsidiary IPP. On April 7, 2022, Ultrapar International commenced cash tender offers to repurchase notes in the international market (“Repurchase Offers”) of up to US$ 550,003,000.00 (“Initial Aggregate Repurchase Amount”), involving (i) up to the totality of the 5.250% Senior Notes due in 2026 (“Notes 2026”); and (ii) up to the repurchase limit of Notes 2029 of the 5.250% Senior Notes due in 2029 (“ 2029”), both issued by Ultrapar International and outstanding in the international market. The Repurchase Offers together were limited to the Initial Repurchase Value Added, and Ultrapar International had the option to increase the Initial Repurchase Value Added to up to US$ 600,000,000.00 in aggregate principal amount, as described in the Repurchase Offer documents. On April 14, 2022, Ultrapar International repurchased US$ 114,129 thousand (equivalent to R$ 552,533 as of December 31, 2023) in notes in the foreign market maturing in October 2026. On April 18, 2022, the subsidiary Ultrapar International repurchased US$ 200 thousand (equivalent to R$ 968 as of December 31, 2023) of notes in the foreign market maturing in October 2026. On April 27, 2022, Ultrapar International repurchased US$ 485,667 thousand (equivalent to R$ 2,351,260 as of December 31, 2023) of notes in the foreign market maturing in June 2029. 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 Ipiranga;
• | Restriction of encumbrances on assets exceeding US$ 150,000 thousand (equivalent to R$ 726,195 as of December 31, 2023) or 15% of the amount of the consolidated tangible assets.
The Company and its subsidiaries are in compliance with the commitments 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. The note do not have financial covenants. f. Foreign loans Refers to funds raised by subsidiaries through Resolution 4131 of Central Bank of Brasil, as shown below:
Issuance Date | Company | Due date | Principal | Financial charges | Hedge instrument/swap
Dec-22 | Cia Ultragaz S.A. | Sep-25 | USD 96,339 | 4.539% | 108.5 of DI
Jan-23 | Iconic Lubrificantes S.A. | Jan-24 | EUR 22,480 | EUR + 4.35% | 111.9% of DI
Jan-23 | Cia Ultragaz S.A. | Mar-25 | JPY 12,564,392 | JPY + 1.31% | 109.4% of DI
Mar-23 | Cia Ultragaz S.A. | Jul-24 | USD 100,000 | USD + 4.6% | 110.9% of DI
Mar-23 | Iconic Lubrificantes S.A. | Apr-24 | USD 9,727 | USD + 6.4% | 116.0% of DI
On September 2023, Ipiranga Produtos de Petróleo S.A. settled the contracts signed on September 2018, on the amount of US$ 60,000 and US$ 65,000. The companies designated these hedging instruments as a fair value hedge (see Note 26.h.1). Therefore, loans and hedging instruments are both measured at fair value from inception, with changes in fair value recognized in profit or loss. The foreign loans are secured by the Company and do not have financial covenants. The foreign loans have the maturity distributed as follows:
Maturity | EUR |  |  | USD |  |  | JPY |  |  | R$ |  |  | Cost in % of DI |
Charges (1) | 1,138 |  |  | 3,945 |  |  | 149,726 |  |  | 30,314 |  |  |  |
Jan/2024 | 22,438 |  |  | - |  |  | - |  |  | 120,080 |  |  | 111.9 | %
Apr/2024 | - |  |  | 9,788 |  |  | - |  |  | 47,387 |  |  | 116.0 | %
Jul/2024 | - |  |  | 99,923 |  |  | - |  |  | 483,757 |  |  | 110.9 | %
Mar/2025 | - |  |  | - |  |  | 12,703,925 |  |  | 434,728 |  |  | 109.4 | %
Sept/2025 | - |  |  | 96,707 |  |  | - |  |  | 468,186 |  |  | 108.5 | %
Total / weighted average cost | 23,576 |  |  | 210,363 |  |  | 12,853,651 |  |  | 1,584,452 |  |  | 110.0 | %
(1) | Considers interest, transaction cost and fair value adjustments.
g. Other fundraisings On March 30, 2023, the subsidiary IPP raised a bank credit note backed by importing operations in the amount of R$ 500,000, with financial charges of 109.40% of the DI, due date on April 2, 2025,without financial covenants. On June 1, 2023, the subsidiary IPP raised an Agribusiness Credit Rights Certificate in the amount of R$ 200,000, with financial charges of 108.6% of the DI rate maturing on June 3, 2024 without financial covenants.

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