SERVICES

Corporate Trust



THE COMBINATION OF TECHNOLOGY WITH OUR TEAM GUARANTEES THE BEST INFRASTRUCTURE AND SOUNDNESS IN THE DEBT MARKET.

The most important qualities for a trustee's activity are the soundness and trustworthiness that should inspire its clients. That is why Vórtx monitors all contracts and financial aspects in the process of issuing a security by means of high-tech tools, and a multidisciplinary team of experienced professionals and young talent.

With this perfect combination of innovation and knowledge, we ensure the protection and safety of the thousands of investors who trust our work. Our goal is to consolidate the best practices in the professional environment to become a great reference in the Brazilian capital markets.

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FIDUCIARY AGENT

At Vórtx, supplying fiduciary agent services is based on a solid foundation of compliance with legislation/regulation/ self-regulation, and rigorous internal processes and automation/technology. Our presence is felt from the moment where operations are structured, with our active testing of the contractual and financial model proposed by the deal leader or the structurer. In the post-closing moment, our active monitoring is performed with the help of a proprietary system that creates a unique environment for the interaction of responsible parties vis-à-vis daily obligations. This integration favors efficiency and dynamism, and should lead to predictive alerts to investors.

Our commitment is to always give the investor information and documents that may guide their investment decisions. We continually work to establish with issuers processes that enable the exchange of data and information, mitigating risks and keeping our operations always up to date. We believe that a multidisciplinary and motivated team, efficient systems, and well-defined processes coupled with a strong hands-on culture that frowns upon omission are determining factors of a work developed with excellent quality and precision.

Assets


Mortgage Backed Securities

Mortgage Backed Securities (CRI) are fixed income securities issued by Securitization companies that are exempt from income taxes for natural persons, which counts as their main economic benefit. The reference portfolio of real estate assets backing the transaction may have been so qualified based on their nature or destination. The most common examples of reference portfolios qualified as real estate assets based on destination are related to real estate corporate debts such as CCBs or real estate debentures, where the debt was incurred to finance real estate transactions.

CRIs pay interest and principal according to the flow set for the reference principal. A Mortgage Backed Securities must be registered in a central registrar for trading, custody, and settlement. CVM Instruction 414 and Law 9,514/97, as amended, detail the characteristics of this asset.

AGRIBUSINESS Backed CERTIFICATES

Agribusiness Backed Certificates (CRA), similar to CRIs, are fixed income securities that are exempt from income taxes for individual investors. CRAs are backed by agribusiness receivables. Receivables in the reference portfolio of a CRA are qualified as agribusiness in based on their nature or destination too. In the latter case, corporate debt incurred to finance agribusiness may be used to originate CRIs.

The most common receivables that compose the reference portfolio of a CRA are CDCA, CPR-F, Distribution Agreements or the supply of agribusiness inputs and products in business transactions between rural producers, cooperative associations and / or third parties in the production, marketing and industrialization chains of products, inputs or machines used in agribusiness activities.

Debentures

Debentures are corporate debt instruments issued exclusively by corporations, with prior authorization of the company’s board of directors. The issuer of a debenture may undertake, generally subject to acceleration clauses, to use the proceeds of the funds raised in the issue according to what is stated in the deed of debenture. This is an additional comfort that falls withing the monitoring obligation of a fiduciary agent. The debentures may be:

  • Unsecured debentures, when they grant no priority on company’s assets;
  • Secured debentures, in cases where collateral security in the form of property is attached to debenture, such as an estate, receivables, goods or equipments;
  • Floating debentures, when an entire class of assets is assigned as guarantee to the debenture, without, however, specifying one company’s property. In this case, this debt has priority over the company's assets but does not vest upon a specific asset, allowing for the current asset to be traded. Issuers may issue more than one series of floating debenture - the priority order on the company’s assets is generally based on first-to-record.
  • In public offerings of debentures, the following service providers must be appointed: Fiduciary agent, settlement bank, registrar and transfer agent, and lead coordinator.

    CDCA

    The Agribusiness Credit Rights Certificate (CDCA) is a nominative credit instrument containing a promise to pay cash backed by one or more agreements originating in agribusiness transactions. It is issued exclusively by rural producers, cooperative associations or other legal entities engaged in the marketing, processing or industrialization of products, inputs or machinery related to agricultural activity.

    REAL ESTATE COVERED BOND

    The Real Estate Covered Bond (LIG) is a credit instrument issued by banks, collateralized against a pool of assets subject to a trust, which segregates the collateral from other ordinary assets the bank, ensuring the incommunicability of properties. The assets serving as collateral to the bond should primarily be real estate credit, or derivatives, Treasury Bills (LFT) or cash/cash equivalents.

    COMMERCIAL PAPER

    The Commercial Papers are credit instruments fully payable to the investor on the due date of the paper. They are usually issued short-term in the form of 'bridge loans'.

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