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 December, 2009
Commission
File Number: 001-14950
ULTRAPAR
HOLDINGS INC.
(Translation
of Registrant’s Name into English)
Avenida Brigadeiro Luis Antonio,
1343, 9º Andar
São
Paulo, SP, Brazil 01317-910
(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:
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Form
20-F
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X
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Form
40-F
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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):
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Yes
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No
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X
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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):
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Yes
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No
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X
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Indicate
by check mark whether by furnishing the information contained in this Form, the
Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
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Yes
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No
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X
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If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
ULTRAPAR
HOLDINGS INC.
TABLE
OF CONTENTS
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ITEM
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1.
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Minutes
of the Meeting of the Board of Directors held December 2,
2009
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2.
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Material
Notice dated December 3, 2009 entitled “Ultrapar announces a reduction in
its cost of debt”
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Item 1
ULTRAPAR
PARTICIPAÇÕES S.A.
Publicly
Traded Company
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CNPJ
nº 33.256.439/0001- 39
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NIRE
35.300.109.724
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MINUTES
OF THE MEETING OF THE BOARD OF DIRECTORS (11/2009)
Date,
Time and Location:
December
2nd,
2009, at 6:30 p.m., at the Company’s headquarters, located at Av. Brigadeiro
Luiz Antônio, nr 1343 –
9th
floor, in the City and State of São Paulo.
Attendance:
Members
of the Board of Directors, duly signed, including attendance of some members via
telephone.
Discussed
and approved matters:
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1.
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To
approve the alteration of the maturity set out in clause 4.1.4 of the
Underwriting Agreement of the 3rd Public Issuance of Simple Debentures
(“Underwriting Agreement”), approved in the Meeting of the Board of
Directors held on May 13th,
2009 ("Debentures"), in order to reflect that the maturity of the
Debentures will be extended for another 199 (one hundred and ninety nine)
days, thus changing the Debentures’ maturity date to December 4th,
2012.
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2.
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To
approve the alteration of the remuneration of the Debentures, as set out
by clause 4.2.2 of the Underwriting Agreement, in order to establish that,
from December 4th,
2009, inclusive, the remuneration will be equivalent to 108.50% of the
accumulated variation of the average daily DI rates (Inter-financial
deposits of one-day) “extra-group”, expressed as a percentage per year on
a 252-day basis,
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(Minutes
of the meeting of the Board of Directors of Ultrapar Participações S.A., held on
December 2nd, 2009)
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calculated
and published by CETIP, applicable to the outstanding par value unit of
the Debentures under the terms of the Underwriting
Agreement.
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3.
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To
approve the remuneration payment originally included in clauses 4.2.2 and
4.4 of the Underwriting Agreement, calculated from the Debentures’ issuing
date, inclusive, until the payment date, which is December 4th,
2009, exclusive.
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4.
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To
approve that the new remuneration approved in deliberation 2 above will be
effective from December 4th,
2009, inclusive, establishing that the remuneration shall be paid on a
yearly basis, starting from the first anniversary of the new
conditions.
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5.
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To
approve the alteration of clause 6.2 of the Underwriting Agreement, to
reflect that the Company may, at any time, under the conditions
set out in the Underwriting Agreement, early redeem the Debentures upon
the payment of a redemption premium, applicable to the redemption value of
the Debentures (face value plus accrued interest up to the redemption
date) of 0.30%
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6.
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Lastly,
the Board of Directors authorized the Executive Officers to take any
measures to implement the deliberations above, including but not limited
to all the actions necessary to the signing of the second amendment to the
Underwriting Agreement, considering, however, that the deliberations
approved are subject to the approval of debenture holders at the General
Debenture Holders Meeting.
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(Minutes
of the meeting of the Board of Directors of Ultrapar Participações S.A., held on
December 2nd, 2009)
Observations:
The deliberations were approved by all members of the Board of Directors, except
for Board Member Renato Ochman, who abstained from voting.
As there
were no further matters to be discussed, the meeting was closed and the minutes
of this meeting were written, read and approved by all the undersigned members
present.
Paulo Guilherme Aguiar Cunha –
Chairman
Lucio
de Castro Andrade Filho
Ana
Maria Levy Villela Igel
Paulo
Vieira Belotti
Olavo
Egydio Monteiro de Carvalho
Nildemar
Secches
Luiz
Carlos Teixeira
Renato
Ochman
Item 2
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ULTRAPAR PARTICIPAÇÕES
S.A.
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MATERIAL
NOTICE
Ultrapar announces a
reduction in its cost of debt
São
Paulo, Brazil, December 3rd, 2009 –
ULTRAPAR PARTICIPAÇÕES S.A. (“Ultrapar”) (BMF&BOVESPA:UGPA4 / NYSE:UGP)
hereby informs that it concluded today the review of
certain terms and conditions of its 3rd
issuance of debentures, in the amount of R$ 1,200,000,000.00 (one billion two
hundred million reais),
issued on June 4th, 2009
(“Debentures”).
Effective
from December 4th,
2009, the remuneration of the Debentures was reduced to 108.5% of the CDI
(Inter-financial deposits rate) and its maturity date was extended to December
4th,
2012.
The
Debentures have yearly interest payments and amortization in one single tranche
at the maturity date. Ultrapar may, at any time, through prior notice,
early redeem the outstanding Debentures.
With
these changes, Ultrapar reduces its cost of debt, providing higher financial
flexibility and increase in
soundness and liquidity.
André Covre
Chief Financial and Investor Relations
Officer
ULTRAPAR PARTICIPAÇÕES S.A.
SIGNATURES
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:
December 3, 2009
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ULTRAPAR
HOLDINGS INC.
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By:
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/s/
André Covre
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Name:
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André
Covre
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Title:
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Chief
Financial and Investor Relations Officer
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(Board
Minutes, Material Notice)