Equatorial Energy Takes Stake in SABESP

TL;DR

**SABESP Alert:** Equatorial Energy just filed a 13D, signaling a new major player in the stock.

AI Summary

Equatorial Participations & Investments IV S.A. filed a Schedule 13D on July 29, 2024, indicating a change in beneficial ownership of Companhia de Saneamento Básico do Estado de São Paulo – SABESP. The filing does not specify the exact number of shares acquired or the total value, but it signifies a new significant stakeholder in the Brazilian water utility company.

Why It Matters

This filing indicates a new significant investor in SABESP, a major Brazilian water and sanitation company, which could influence its future strategic direction and operations.

Risk Assessment

Risk Level: medium — The filing indicates a change in beneficial ownership by a significant entity, which could lead to market speculation and potential volatility.

Key Players & Entities

• Equatorial Participations & Investments IV S.A. (company) — Filing entity
• Companhia de Saneamento Básico do Estado de São Paulo – SABESP (company) — Subject company
• Leonardo da Silva Lucas Tavares de Lima (person) — Officer of filing entity

FAQ

Key Financial Figures

• $6.8 billion — r total consideration of approximately R$6.8 billion paid with the proceeds of an unsecured
• $5.6 billion — ia in an aggregate principal amount of R$5.6 billion as well as cash on hand. Item 4 below s

Filing Documents

• ea0210164-13dequatorial_comp.htm (SC 13D) — 86KB
• ea021016401ex99-1_comp.htm (EX-99.1) — 6KB
• ea021016401ex99-2_comp.htm (EX-99.2) — 222KB
• 0001013762-24-002146.txt ( ) — 316KB

Security and

Item 1. Security and Issuer This Schedule 13D relates to the Common Shares of the Issuer, a company incorporated and existing under the laws of Brazil. The Issuer’s principal executive offices are located at Rua Costa Carvalho, 300, 05429-900 São Paulo, SP, Brazil.

Identity and Background

Item 2. Identity and Background (a) This Schedule 13D is being filed on behalf of the following: i. Equatorial Participações e Investimentos IV S.A. (“Equatorial IV”); and ii. Equatorial Energia S.A. (“Equatorial Energia”) Equatorial Energia, a publicly-traded company listed on the São Paulo Stock Exchange (B3 S.A. — Brasil, Bolsa, Balcão ) (“B3”) under the symbol “EQTL3,” is the parent company of Equatorial IV, the direct holder of the securities of the Issuer. The names of the executive officers of Equatorial IV and the names of the directors and executive officers of Equatorial Energia (each a “Covered Person” and, collectively, the “Covered Persons”), as well their present principal occupation, principal business address, and country of citizenship are set forth in Schedule A hereto. Any disclosures herein with respect to the Covered Persons and any additional persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. (b) The address of the principal business office of the Reporting Persons is Alameda A, Número 100, Setor 10, Quadra 73, Lote 1047 Bairro Quitandinha, São Luís, Maranhão, Brazil, 65070-900. The principal business of Equatorial IV is to hold equity interests in other companies. Currently, Equatorial IV holds the securities of the Issuer and does not own independent operations. The principal business of Equatorial Energia is to hold equity interests in other companies, consortia and businesses that operate in the utilities sector and that are engaged primarily in energy generation, distribution and transmission operations, provide services or conduct other activities. The present principal occupation of each of the Covered Persons and the name, principal business, and address of the organizations in which such occupation is conducted is set for

Source and Amount of Funds or Other

Item 3. Source and Amount of Funds or Other Considerations On July 22, 2024, upon settlement of the global offering of Common Shares of the Issuer, the Reporting Persons acquired 102,526,480 Common Shares for total consideration of approximately R$6.8 billion paid with the proceeds of an unsecured commercial note issuance by Equatorial Energia in an aggregate principal amount of R$5.6 billion as well as cash on hand. Item 4 below summarizes certain provisions of the Investment Agreement (defined below) that pertain to the securities acquired by the Reporting Persons and is incorporated by reference into this Item 3.

Purpose of Transaction

Item 4. Purpose of Transaction The information set forth in or incorporated by reference in Item 3 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 4. Investment Agreement On July 18, 2024, Equatorial IV was selected by the São Paulo State Government (the “Selling Shareholder”) to be the reference investor in the global offering of Common Shares of the Issuer and, as a result, Equatorial IV agreed to purchase 102,526,480 Common Shares from the Selling Shareholder in a priority allocation of such global offering of Common Shares of the Issuer. On July 22, 2024, pursuant to an Investment Agreement, Lock-Up, and Other Covenants dated as of July 18, 2024, by and among the Selling Shareholder, Equatorial IV, Equatorial Energia, Equatorial Serviços S.A. and the Issuer (the “Investment Agreement”), Equatorial IV purchased 102,526,480 Common Shares from the Issuer for total consideration of approximately R$6.8 billion. The Investment Agreement provides specific rights and obligations for Equatorial IV and the Selling Shareholder, among which the following stand out: in the Investment Agreement), Equatorial IV and the Selling Shareholder agreed that they would not Transfer (as defined in the Investment Agreement) prior to December 31, 2029, in whole or in part, or constitute a Lien (as defined in the Investment Agreement) on, any Common Shares issued by the Issuer, as well as any subscription rights (including subscription preemptive right), subscription receipts, shares, or any securities convertible into or exchangeable for shares issued by the Issuer. The obligation above only applies to the 102,526,480 Common Shares acquired pursuant to the Investment Agreement and does not apply to additional Common Shares that Equatorial IV may acquire during the lock-up period ending December 31, 2029. Equatorial IV, the Sellin

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer The information set forth in rows 7, 8, 9, 10, 11, and 13 on the respective cover pages of this Schedule 13D and the information set forth or incorporated in Items 2 and 3 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5. (a) and (b): As of the date of this filing, Equatorial IV is the record The percentage ownerships reported in this Item 5 are based on 683,509,869 Common Shares outstanding as of July 18, 2024, as reported in the prospectus dated July 18, 2024 filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on July 22, 2024 pursuant to Rule 424(B)(5) under the Securities Act of 1933, as amended. Each of the Reporting Persons disclaims beneficial ownership in all Common Shares reported herein, except to the extent of its respective pecuniary interest therein. (c) Except as described in Item 3 to this Schedule 13D, during the past 60 days, none of the Reporting Persons, and to the Reporting Persons’ knowledge, none of the Covered Persons has effected any transactions in the Common Shares. (d) To the Reporting Persons’ knowledge, no one other than the Reporting Persons and their respective members, shareholders, and affiliates has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares reported herein as beneficially owned by the Reporting Persons. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The information set forth in Item 3 and Item 4 is hereby incorporated by reference in its entirety.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit Number Description 1 Joint Filing Agreement. 2 Investment Agreement, Lock-Up, and Other Covenants, dated as of July 18, 2024 7

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: July 29, 2024 Equatorial Participações e Investimentos IV S.A. By: /s/ Augusto Miranda da Paz Júnior Name: Augusto Miranda da Paz Júnior Title: Chief Executive Officer By: /s/ José Silva Sobral Neto Name: José Silva Sobral Neto Title: Executive Officer Equatorial Energia S.A. By: /s/ Augusto Miranda da Paz Júnior Name: Augusto Miranda da Paz Júnior Title: Chief Executive Officer By: /s/ José Silva Sobral Neto Name: José Silva Sobral Neto Title: Executive Officer 8 Schedule A Executive Officers of Equatorial IV Name Principal Business Address of Employer Present Principal Occupation or Employment Citizenship Augusto Miranda da Paz Júnior Equatorial Energia, Alameda A, Número 100, Setor 10, Quadra 73, Lote 1047 Bairro Quitandinha, São Luís, Maranhão, Brazil, 65070-900 Chief Executive Officer, Equatorial IV Brazil Leonardo da Silva Lucas Tavares de Lima Equatorial Energia, Alameda A, Número 100, Setor 10, Quadra 73, Lote 1047 Bairro Quitandinha, São Luís, Maranhão, Brazil, 65070-900 Executive Officer, Equatorial IV Brazil José Silva Sobral Neto Equatorial Energia, Alameda A, Número 100, Setor 10, Quadra 73, Lote 1047 Bairro Quitandinha, São Luís, Maranhão, Brazil, 65070-900 Executive Officer, Equatorial IV Brazil Cristiano de Lima Logrado Equatorial Energia, Alameda A, Número 100, Setor 10, Quadra 73, Lote 1047 Bairro Quitandinha, São Luís, Maranhão, Brazil, 65070-900 Executive Officer, Equatorial IV Brazil Tatiana Queiroga Vasques Equatorial Energia, Alameda A, Número 100, Setor 10, Quadra 73, Lote 1047

View Full Filing

View this SC 13D filing on SEC EDGAR