Sabesp (NYSE: SBS) secures $1.5B loan and blue bond funding
Rhea-AI Filing Summary
Companhia de Saneamento Básico do Estado de São Paulo – Sabesp agreed a long-term loan of US$1,500,000,000.00 with the Inter-American Investment Corporation. The financing is split into an A Loan of US$150,000,000.00 and a larger B Loan of US$1,350,000,000.00, with disbursements made over time.
The B Loan will back the issuance of blue senior secured notes in two tranches: US$850,000,000.00 due 2031 priced at 5.750% and US$500,000,000.00 due 2036 priced at 6.500%, both to be listed on the Euro MTF market of the Luxembourg Stock Exchange. Closing of the loan and blue bond issuance is expected on February 3, 2026, subject to customary conditions precedent.
Sabesp plans to use the proceeds to support projects aimed at universalizing basic sanitation services in the State of São Paulo, including building and upgrading sewage treatment facilities and expanding collection systems, aligning the financing with environmental and infrastructure goals.
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Insights
Sabesp secures large, long-dated funding for sanitation projects via a $1.5B structured loan and blue bond issuance.
Sabesp has arranged a US$1,500,000,000.00 loan with the Inter-American Investment Corporation, split between an A Loan and a larger B Loan. The A Loan is initially disbursed in one tranche with final maturity in 2038, while the B Loan is initially disbursed in two tranches maturing in 2031 and 2036, providing multi-decade funding.
The B Loan underpins “blue” senior secured notes issued by Nova Securitisation S.À.R.L., with US$850,000,000.00 priced at 5.750% due 2031 and US$500,000,000.00 priced at 6.500% due 2036, to be listed on the Euro MTF market. These instruments target qualified institutional buyers in the U.S. under Rule 144A and investors outside Brazil and the U.S. under Regulation S.
The company states that proceeds will fund projects tied to universalizing basic sanitation in São Paulo state, including sewage treatment and collection expansion. This links the financing to environmental and service-coverage objectives. Actual financial impact will depend on execution of projects and the cost of servicing this new long-term debt over its life.
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FAQ
What financing transaction did Sabesp (SBS) announce in this 6-K?
Sabesp announced a US$1.5 billion loan agreement with the Inter-American Investment Corporation. The package combines an A Loan of US$150 million and a B Loan of US$1.35 billion, providing long-term funding for its sanitation projects in São Paulo state.
How is Sabesp’s US$1.5 billion loan with the Inter-American Investment Corporation structured?
The agreement splits into an A Loan of US$150,000,000.00 and a B Loan of US$1,350,000,000.00. The A Loan initially has one tranche maturing in 2038, while the B Loan initially has two tranches maturing in 2031 and 2036, with disbursements over time.
What are the key terms of Sabesp’s blue bonds backing the B Loan?
The B Loan supports blue senior secured notes issued by Nova Securitisation S.À.R.L. One series totals US$850,000,000.00 due 2031 priced at 5.750%, and another totals US$500,000,000.00 due 2036 priced at 6.500%, both listed on Luxembourg’s Euro MTF market.
When is Sabesp’s loan and blue bond transaction expected to close?
The issuance of the blue bonds and incurrence of the associated loans is expected to occur on February 3, 2026, subject to customary conditions precedent. This anticipated date marks when Sabesp would effectively access the structured long-term funding package.
How will Sabesp (SBS) use the proceeds from the US$1.5 billion transaction?
Sabesp plans to allocate proceeds to projects tied to universalizing basic sanitation in São Paulo state. Uses include building and upgrading sewage treatment facilities and expanding collection systems, supporting the company’s service-coverage targets through long-term infrastructure investments.
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
São Paulo, S.P., 05429-900
Federative Republic of Brazil
annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F ______
in paper as permitted by Regulation S-T Rule 101(b)(1)__.
in paper as permitted by Regulation S-T Rule 101(b)(7)__.
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___
registrant in connection with Rule 12g3-2(b):
COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO – SABESP
PUBLICLY HELD COMPANY
CNPJ 43.776.517/0001-80
NIRE 35.3000.1683-1
MATERIAL FACT
Companhia de Saneamento Básico do Estado de São Paulo – Sabesp (“Company”), in compliance with the terms set forth in Resolution No. 44, of August 23, 2021, as amended, of the Brazilian Securities and Exchange Commission (“CVM”), hereby informs its shareholders and the market in general that the Company has entered into a loan agreement with the Inter-American Investment Corporation (“Lender”), in the total amount of one billion and five hundred million United-states dollars US$1,500,000,000.00, divided into (a) one hundred and fifty million United-states dollars US$ 150,000,000.00 (“A Loan”); and (b) one billion and three hundred and fifty million United-states dollars US$1,350,000,000.00 (“B Loan” and, together with the A Loan, the “Loans” or the “Transaction”) (“Loan Agreement”). Disbursements will be made from time to time, as provided for in the Loan Agreement, provided that the A Loan will initially be disbursed in one tranche with final maturity in 2038 and the B Loan will initially be disbursed in two tranches, one maturing in 2031 and the other in 2036.
The Loans were entered into as part of a structured transaction, whereby the B Loan will be used as the underlying asset for the issuance of blue senior secured notes (“Blue Bonds”) to be issued in two tranches by Nova Securitisation S.À.R.L., a limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg. The Blue Bonds were priced today at 5.750% in respect of the U.S.$850,000,000.00 aggregate principal amount of the series due 2031 and at 6.500% in respect of the U.S.$500,000,000.00 aggregate principal amount of the series due 2036, which will both be listed on the Euro MTF market of the Luxembourg Stock Exchange. The issuance of the Blue Bonds and the incurrence of the Loans is expected to occur, subject to customary conditions precedent, on February 3, 2026.
The Blue Bonds will be placed in the international markets and offered solely to qualified institutional buyers resident in the United States of America (“U.S.”), pursuant to regulations issued by the U.S. Securities and Exchange Commission, specifically Rule 144A, who are also “qualified purchasers” (as defined in the regulations of the Investment Company Act); and, in other countries, other than Brazil and the U.S., pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (“Securities Act”). In both cases, investors must also be considered “eligible purchasers” (as defined in the transaction documents for the Blue Bonds).
The proceeds obtained from the Transaction will be used in projects related to the Company’s compliance with its targets for the universalization of basic sanitation services in the State of São Paulo, including the construction and upgrading of sewage treatment facilities and the expansion of collection systems.
LEGAL NOTICE: This Material Fact does not constitute an offer or sale of securities in Brazil, the U.S. or any other jurisdiction. The offer and issuance of the Blue Bonds have not been, and will not be, registered with the CVM, with the U.S. Securities and Exchange Commission under the Securities Act or under the securities laws of any U.S. state, or in any other jurisdiction. The Blue Bonds cannot be offered or sold in Brazil, except in circumstances that do not constitute a public offering or an unauthorized distribution under Brazilian laws and regulations and, in such case, provided that such offer or sale is made only to “eligible purchasers”. The Blue Bonds may not be offered or sold in the U.S. or to U.S. persons without registration or an exemption from registration under the Securities Act and any applicable state legislation.
São Paulo, January 27, 2026
DANIEL SZLAK
Chief Financial Officer and Investors Relations Officer
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Companhia de Saneamento Básico do Estado de São Paulo - SABESP | ||
| By: | /s/ Daniel Szlak
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Name: Daniel Szlak
Title: Chief Financial Officer and Investor Relations Officer |
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