FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of February, 2019
Brazilian Distribution Company
(Translation of Registrant’s Name Into English)
Av. Brigadeiro Luiz Antonio,
3142 São Paulo, SP 01402-901
Brazil
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F)
Form 20-F X Form 40-F
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (1)):
Yes ___ No X
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (7)):
Yes ___ No X
(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes ___ No X
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
AUTHORIZED CAPITAL PUBLICLY-HELD COMPANY
CNPJ/MF No. 47.508.411/0001-56
NIRE 35.300.089.901
MATERIAL FACT
Companhia Brasileira de Distribuição (“Company” or “GPA”), in compliance with Brazilian Law No. 6.404/76 and CVM Instruction No. 358/02, announces to its shareholders and the market in general that, on this date, in a meeting of the Board of Directors of the Company, it was authorized a new sale of part of the equity interest held in Via Varejo S.A., in the form of a TRS (Total Return Swap) to be signed with a Brazilian first tier financial institution. Such sale shall comprise up to 40,000,000 (forty million) common shares of such company, corresponding to 3.09% of its capital stock, to be operationalized on February 25, 2019, on the trading environment of B3 S.A. – Brasil, Bolsa, Balcão. After said sale, the Company shall hold 36.27% of Via Varejo’s capital stock.
We stress that, as previously disclosed in the Material Fact of the Company on December 21, 2018, the Company is pursuing the sale of the remainder part of the equity interest held in Via Varejo to a strategic investor. If the conditions so indicate, the same objective can be carried out though operations available in the capital market.
The Company will keep the market and its shareholders informed in the event of new material facts related to this matter.
São Paulo, February 20, 2019.
DANIELA SABBAG
Investor Relations Officer
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO | ||
| Date: February 20, 2019 | By: /s/ Peter Estermann Name: Peter Estermann Title: Chief Executive Officer | |
| By: /s/ Daniela Sabbag Name: Daniela Sabbag Title: Investor Relations Officer | ||
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.