Eletrobras (NYSE: EBR) backs R$700M 10-year Eletronorte debentures
Rhea-AI Filing Summary
Centrais Elétricas Brasileiras S.A. (Eletrobras) reports that its subsidiary Eletronorte received Board approval for its 8th issuance of simple, non-convertible debentures totaling R$ 700 million. These unsecured debentures will carry an additional surety guarantee from Eletrobras, have a 10-year term, and mature on September 15, 2035.
The debentures qualify for tax incentives under Law 12,431/2011 and will be issued under the Eco Invest Brasil Program in line with Law 14,995/2024. Interest will be paid semiannually with no grace period, and principal will be amortized annually at the end of the 8th, 9th and 10th years, starting on September 15, 2033. The maximum remuneration is set at the NTN-B 2035 (NTN-b35) rate minus 0.65% per year or 6.50% per year, whichever is higher.
The offering is structured as a public offering with automatic registration under CVM Resolution 160, aimed at professional investors as defined in CVM Resolution 30. The company emphasizes that the Eletronorte debentures offering has not yet been registered with the Brazilian securities regulator and that this announcement does not constitute an offer or solicitation to subscribe.
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FAQ
What did Eletrobras (EBR) announce in this Form 6-K?
Eletrobras announced that its subsidiary Eletronorte received Board approval for its 8th issuance of simple, non-convertible debentures totaling R$ 700 million, with Eletrobras acting as guarantor and primary obligor.
What are the key terms of the new Eletronorte debentures?
The debentures total R$ 700 million, are issued in a single series, have a final term of 10 years with maturity on September 15, 2035, pay interest semiannually, and amortize principal annually in the 8th, 9th and 10th years (2033–2035).
How will the interest rate on the Eletronorte debentures be determined?
The maximum remuneration is defined as the NTN-b35 (NTN-B 2035) rate minus 0.65% per year or 6.50% per year, whichever is higher, according to the approved terms.
Do the Eletronorte debentures benefit from any tax incentive programs?
Yes. The issuance is classified as tax-incentivized under Law 12,431/2011 and will be carried out under the Eco Invest Brasil Program in accordance with Law 14,995/2024.
Who can invest in the new Eletronorte debentures?
The debentures will be distributed through a public offering with automatic registration under CVM Resolution 160 and will be targeted at professional investors as defined in Articles 11 and 13 of CVM Resolution 30.
Is the Eletronorte debenture offering already registered with the CVM or open for subscription?
No. The company states that the Eletronorte debentures offering has not yet been registered with the Brazilian Securities and Exchange Commission (CVM) and that this announcement does not constitute an offer, invitation, or solicitation to subscribe.
What role will Eletrobras (EBR) play in the Eletronorte debenture issuance?
Eletrobras will act as both guarantor and primary obligor for the Eletronorte debentures, providing an additional surety guarantee for the issuance.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of September, 2025
Commission File Number 1-34129
CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS
(Exact name of registrant as specified in its charter)
BRAZILIAN ELECTRIC POWER COMPANY
(Translation of Registrant's name into English)
Rua da Quitanda, 196 – 24th floor,
Centro, CEP 20091-005,
Rio de Janeiro, RJ, Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F _______
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____
Eletronorte Debentures
Rio de Janeiro, September 26, 2025, Centrais Elétricas Brasileiras S/A – Eletrobras informs that, on this date, the Board of Directors approved the execution, by its subsidiary Centrais Elétricas do Norte do Brasil S.A. – Eletronorte, of its 8th issuance of simple debentures, non-convertible into shares, unsecured with additional surety guarantee, in a single series, in the total amount of R$ 700 million, with maturity on September 15, 2035 and benefiting from the tax incentive set forth in Law No. 12,431/2011.
The debentures will be issued under the Eco Invest Brasil Program in accordance with Law No. 14,995/2024 and distributed through a public offering with automatic registration in accordance with CVM Resolution No. 160. The offering will be targeted at professional investors, as defined in Articles 11 and 13 of CVM Resolution No. 30, dated May 11, 2021.
| Issuer | Eletronorte |
| Guarantee | Surety by Eletrobras |
| Total Issuance Amount | R$ 700 million |
| Issuance Type | Tax-incentivized – Law 12,431/2011 |
| Interest Payments | Semiannual, with no grace period |
| Amortization | Annual payments, at the end of the 8th, 9th and 10th year, with the first payment due on September 15, 2033, the second on September 15, 2034 and the final payment due on the maturity date, September 15, 2035 |
| Series | Single series |
| Final term | 10 years |
| Maximum Rate - Remuneration | NTN-b35 less 0.65% p.y. or 6.50% p.y., whichever is higher |
Eletrobras will assume the role of guarantor and primary obligor of the issuance.
The certified minutes of the meeting of Eletrobras’ Board of Directors approving the offering, containing detailed information on its terms and conditions, are filed at the Company’s headquarters and available for consultation on the websites of the Brazilian Securities and Exchange Commission – CVM (www.gov.br/cvm) and the Company (https://ri.eletrobras.com). Additionally, on this same date, Eletronorte is disclosing, on the CVM’s website and on its own website (https://www.eletronorte.com.br), the certified minutes of its Extraordinary General Meeting that approved the issuance.
THE ELETRONORTE DEBENTURES OFFERING HAS NOT YET BEEN SUBJECT TO REGISTRATION WITH THE CVM, AND THIS MARKET ANNOUNCEMENT SERVES ONLY TO DISCLOSE ITS APPROVAL BY THE BOARD OF DIRECTORS OF ELETROBRAS.
This market announcement does not constitute an offer, invitation or solicitation to subscribe to Eletronorte’s debentures, nor shall any information contained herein serve as the basis for any contract or commitment.
Eduardo Haiama
Vice President of Finance and Investor Relations
This document may contain estimates and projections that are not statements of past events, but reflect beliefs and expectations of our administration and may constitute estimates and projections of future events in accordance with Section 27A of the Securities Act of 1933, as amended, And Section 21E of the Securities and Exchange Act 1934, as amended. The words “believe”, “you will be able”, “you can”, “you will”, “you will”, “anticipates”, “intends”, “expects” and similar aims to identify estimates that necessarily involve risks and uncertainties, known or not. Known risks and uncertainties include, but are not limited to: General economic, regulatory, political and commercial conditions in Brazil and abroad, changes in interest rates, inflation and Real value, changes in volumes and patterns of consumer use of electricity, competitive conditions, our level of indebtedness, the possibility of receiving payments related to our receivables, changes in rainfall and water levels in the reservoirs used to operate our hydroelectric plants, our capital investment and financing plans, existing and future government regulations, And other risks described in our annual report and other documents registered to CVM and SEC. Estimates and projections refer only to the date on which they were expressed and we assume no obligation to update any of these estimates or projections due to the occurrence of new information or future events. The future results of the companies' operations and initiatives may differ from current expectations and the investor should not rely solely on the information contained herein. This material contains calculations that may not reflect accurate results due to rounding.
SIGNATURE
Pursuant to the requirements 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.
Date: September 26, 2025
| CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS | ||
| By: |
/S/ Eduardo Haiama |
|
|
Eduardo Haiama Vice-President of Finance and Investor Relations |
||
FORWARD-LOOKING STATEMENTS
This document may contain estimates and projections that are not statements of past events but reflect our management’s beliefs and expectations and may constitute forward-looking statements under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. The words “believes”, “may”, “can”, “estimates”, “continues”, “anticipates”, “intends”, “expects”, and similar expressions are intended to identify estimates that necessarily involve known and unknown risks and uncertainties. Known risks and uncertainties include, but are not limited to: general economic, regulatory, political, and business conditions in Brazil and abroad; fluctuations in interest rates, inflation, and the value of the Brazilian Real; changes in consumer electricity usage patterns and volumes; competitive conditions; our level of indebtedness; the possibility of receiving payments related to our receivables; changes in rainfall and water levels in reservoirs used to operate our hydroelectric plants; our financing and capital investment plans; existing and future government regulations; and other risks described in our annual report and other documents filed with the CVM and SEC. Estimates and projections refer only to the date they were expressed, and we do not assume any obligation to update any of these estimates or projections due to new information or future events. Future results of the Company’s operations and initiatives may differ from current expectations, and investors should not rely solely on the information contained herein. This material contains calculations that may not reflect precise results due to rounding.