Brazilian Depositary Receipts (BDRs) are certificates representing shares of foreign companies traded in Brazil.
A BDR program is the ideal instrument for foreign companies to establish a presence in the most dynamic capital market in Latin America. The listing in Brazil increases the visibility of the company and contributes to paving the way for future public offerings, acquisitions and consolidation of business growth.
Foreign companies electing to access the International Market by listing a BDR program benefit from:
- Widening and diversifying their shareholder base
- Enhancing their visibility with investors, consumers and international customers
- In attracting new investors, enhancing the overall liquidity of their shares
- Widening analyst coverage to a country other than that of their original local base
- Additional funding alternative
- Your stocks trading alongside the stocks of peer international companies
- Price parity with global peers through internationally recognized reporting and disclosure requirements
- Improved international valuation through an equal footing with peer companies
- An alternative currency for mergers and acquisitions
Underlying assets
The shares of the foreign company (BDR’s underlying assets) are blocked abroad in the account of the program’s custodian institution.
These shares must be from companies based in countries whose regulators have signed a cooperation agreement with CVM or that are signatory to the IOSCO (International Organization of Securities Commissions) multilateral memorandum of understanding.
Legal aspects
The BDRs are governed by CVM Instruction 332, by CVM Instruction 480, by the B3 Issuers Regulation and Manual, in addition to other applicable legal provisions and regulations.
Find below a comparison chart of possible BDR programs:
| Unsponsored - Level I | Sponsored - Level I | Sponsored - Level II | Sponsored - Level III | |
|---|---|---|---|---|
| Issuer involvement | No | Yes | Yes | Yes |
| CVM registration | Program | Program | Program and company | Program and company |
| Public offering | No | No | No | Yes |
| Trading market | Stock exchange | Stock exchange | Stock exchange | Stock exchange |
| Permitted investors | Qualified institutional investors | Qualified institutional investors | Any and all investors | Any and all investors |
| Required financial reporting standards | GAAP in the country of origin | GAAP in the country of origin | IFRS | IFRS |
