UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
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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 July, 2024
Commission File Number 1-31317 |
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Companhia de Saneamento Básico do Estado
de São Paulo - SABESP
(Exact name of registrant as specified in its
charter)
Basic Sanitation Company of the State of São
Paulo - SABESP
(Translation of Registrant’s name into
English)
Rua Costa Carvalho, 300
São Paulo, S.P., CEP 05429-900,
Federative Republic of Brazil
(Address of principal executive office)
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 ☒ 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
☒
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
☒ |
INCORPORATION BY REFERENCE
This report and exhibits shall be deemed to
be incorporated by reference in our registration statements on Form F-3 filed with the U.S. Securities and Exchange Commission on June 21, 2024 (File No. 333-280420), and shall be deemed to be a part thereof from the date on which this report is furnished to the SEC, to
the extent not superseded by documents or reports subsequently filed or furnished to the U.S. Securities and Exchange Commission.
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.
COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO - SABESP |
June 22, 2024 |
By: |
/s/ ANDRE GUSTAVO SALCEDO TEIXEIRA MENDES |
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Name: |
ANDRE GUSTAVO SALCEDO TEIXEIRA MENDES |
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Title: |
Chief Executive Officer |
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By: |
/s/ CATIA CRISTINA TEIXEIRA PEREIRA |
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Name: |
CATIA CRISTINA TEIXEIRA PEREIRA |
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Title: |
Chief Financial Officer and Investor Relations Officer |
EXHIBIT INDEX
Exhibit
5.3
Lefosse Advogados
Rua
Tabapuã, 1.227, 14º andar
04533-014, São Paulo, SP
Tel.: +55 (11) 3024-6100
Fax: +55 (11) 3024-6200
São Paulo, July 22, 2024.
Companhia de Saneamento Básico
do Estado de São Paulo – SABESP
Rua Costa Carvalho, nº 300
05.429-000, São Paulo, SP, Brazil
Companhia de Saneamento Básico
do Estado de São Paulo – SABESP
Offer and sale of 28,756,956 Additional Common Shares
Ladies and Gentlemen:
We are qualified to practice law
in the Federative Republic of Brazil ("Brazil") and have acted as special Brazilian legal counsel to Companhia de Saneamento
Básico do Estado de São Paulo – SABESP, a corporation (sociedade por ações) organized and existing
under the laws of Brazil (the "Company"), in connection with the preparation and filing by the Company, under the U.S.
Securities Act of 1933, as amended ("Securities Act"), of an automatically effective registration statement on Form F-3ADR
filed on June 21, 2024, ("Registration Statement") with the United States Securities and Exchange Commission ("SEC")
with respect to 28,756,956 additional common shares, with no par value, of the Company (the "Additional Common Shares"),
to be offered and sold from time to time on a delayed or continuous basis by the selling shareholder named therein ("Selling Shareholder")
at offering prices to be determined from time to time.
In rendering the opinions expressed
herein, we have examined:
(i) an electronic copy of the Registration Statement filed with the SEC as of the date hereof;
(ii) an electronic copy of the Preliminary Prospectus Supplement to the Registration Statement dated
June 21, 2024, filed with the SEC pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference
therein (the "Preliminary Prospectus Supplement");
(iii) an electronic copy of the Final Prospectus Supplement to the Registration Statement dated July 18,
2024, filed with the SEC pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference
therein (the "Final Prospectus Supplement" and, together with the Preliminary Prospectus Supplement, the "Prospectus
Supplements");
(iv) an executed copy of the International Underwriting and Placement Facilitation Agreement dated July
18, 2024 by and between the Company, the Selling Shareholder and the several international underwriters named therein (the "Underwriting
Agreement");
(v) a copy of the Company's by-laws (estatuto
social), as in effect on the date hereof and which will be effective upon the effectiveness of the offering; and
(vi) such other documents, certificates and information and such matters of law as we have deemed necessary
or appropriate in connection with the opinions expressed herein.
In rendering the opinions below,
we have made the following assumptions:
(i) the signatures on the originals, certified copies or copies of all documents submitted to us are
genuine;
(ii) the Registration Statement and any amendments or supplements thereto including the Prospectus Supplements
(and any of the documents incorporated by reference therein) are effective and comply with all applicable laws at the time the Common
Shares have been offered as contemplated by the Registration Statement, including the Prospectus Supplements;
Rua Tabapuã, 1227
14th floor 04533-014 São Paulo SP Brazil | Phone + 55 11 3024-6100 Fax + 55 11 3024-6200
(iii) the Additional Common Shares have been sold and delivered to, and paid for by, the purchasers at
the price specified in, and in accordance with the terms of the Underwriting Agreement;
(iv) each of the Company and the Selling Shareholder has authorized the offering of the Additional Common
Shares, and has taken any other appropriate corporate action;
(v) all factual representations made in documents reviewed by us, other than those dealing with matters
of Brazilian law, are accurate and complete; and
(vi) except as specifically otherwise mentioned herein, there is no provision of the law of any jurisdiction
other than Brazil that has any implication in relation to the opinions expressed herein.
We express no opinion as to any laws
other than the laws of Brazil as in effect on the date hereof and we have not made any investigation of the laws of any jurisdiction outside
of Brazil. In particular, we have made no independent investigation of the laws of the State of New York as a basis for the opinions expressed
herein and do not express or imply any opinion on such laws. This opinion is to be governed by and construed in accordance with the laws
of Brazil in effect as of the date hereof. This opinion is issued solely for the purposes of the filing of the Registration Statement
and the offering of the Additional Common Shares by the Selling Shareholder and is not to be relied upon in respect of any other matter.
Based upon the foregoing, and subject
to the qualifications set forth below, we are of the opinion that:
| 1. | The Company is validly existing as a corporation
(sociedade por ações) under the laws of Brazil, with corporate power and authority to own lease and operate its properties
and conduct its business in Brazil as described in the Registration Statement documents and execute, deliver and perform its obligations
under the Registration Statement documents. |
| 2. | In accordance with the Underwriting Agreement, the
Additional Common Shares are legally issued, fully paid and non-assessable (meaning that no further sums will be payable to the Company
on such Additional Common Shares). |
The limitations inherent in the independent
verification of factual matters and the character of determinations involved in the preparation of a disclosure document are such, however,
that we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement,
the Prospectus Supplements or any amendments or supplements thereto (including any of the documents incorporated by reference therein).
We
hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to our firm in the
prospectus constituting a part of the Registration Statement, including the Prospectus Supplements, under the captions "Validity
of Securities" and "Service of Process" and "Enforcement of Judgements in Brazil" In giving this consent, we
do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or
the Rules and Regulations of the SEC promulgated thereunder.
Very truly yours,
/s/ LEFOSSE ADVOGADOS
/s/ Jana Araujo de Oliveira
2
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