As filed with the Securities and Exchange Commission on March 6, 2023

Registration No. 333-          

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

Form S-4 / F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Equifax Inc.

Equifax do Brasil S.A.

(Exact name of each registrant as specified in its charter)

 

 

Equifax of Brazil S.A.

(Translation of registrant name into English)

 

 

 

Equifax Inc.		Equifax do Brasil S.A.		Equifax Inc.		Equifax do Brasil S.A.		Equifax Inc.		Equifax do Brasil S.A.
Georgia		Federative Republic of Brazil		7320		7320		58-041110		Not Applicable
(State or other jurisdiction of incorporation or organization)				(Primary Standard Industrial Classification Code Number)				(I.R.S. Employer Identification Number)

 

Equifax Inc. 1550 Peachtree Street, N.W. Atlanta, Georgia 30309 +1 (404) 885-8000		Equifax do Brasil S.A. Avenida Paulista, 1,636 3rd Floor, Suite 309, Room 1 Bela Vista São Paulo, Brazil, ZIP code 01310-200 +1 (404) 885-8000

(Address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices)

 

 

John J. Kelley III, Esq.

Executive Vice President, Chief Legal Officer and Corporate Secretary

Equifax Inc.

1550 Peachtree Street, N.W.

Atlanta, Georgia 30309

+1 (404) 885-8000

(Address, including zip code, and telephone number, including area code, of agent of service for both registrants)

 

 

Copies To:

 

Richard Aftanas Hogan Lovells US LLP 390 Madison Avenue New York, NY 10017 Tel No.: +1 (212) 918-3000		John Beckman Keith Flaum Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, N.W. Washington, DC 20004 Tel No.: +1 (202) 637-5600		Adriana Pallis Clarissa Freitas Machado Meyer Ed. Seculum II Rua José Gonçalves de Oliveira nº 116, 5º andar Itaim Bibi, São Paulo, SP Brasil, ZIP code 01453-050 Tel No.: +55 (11) 3150-7000

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the transactions described in the enclosed prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act

 

Large accelerated filer		☒  (Equifax Inc.)		Accelerated filer		☐
Non-accelerated filer		☐		Small reporting company		☐
				Emerging growth company		☒		(Equifax do Brasil, S.A.)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

Information contained in this prospectus is subject to completion and may be changed. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

SUBJECT TO COMPLETION, DATED MARCH 6, 2023

Prospectus

 

Equifax Inc.

Equifax do Brasil S.A.

TRANSACTION PROPOSED

                , 2023

Dear Boa Vista Serviços S.A. Shareholder:

There will be a special meeting (together with any adjournments or postponements thereof, the “BV Special Meeting”) of shareholders of Boa Vista Serviços S.A., a corporation (sociedade anônima) incorporated under the laws of the Federative Republic of Brazil (“Boa Vista”), on                 , 2023, at                  (São Paulo time), held exclusively digitally and remotely.

As previously announced, on February 9, 2023, Equifax Inc., a Georgia corporation (“Equifax” or “EFX”), Equifax do Brasil S.A., a Brazilian closely-held corporation, and an indirect subsidiary of Equifax (“EFX Brasil”) that holds Equifax’s existing investment in Boa Vista, and Boa Vista entered into a Merger Agreement (the “Merger Agreement”), pursuant to which, among other things, the parties intend to implement a business combination of Boa Vista and EFX Brasil by means of the merger of all of the common shares of Boa Vista (except shares held by EFX Brasil) into shares of EFX Brasil pursuant to Articles 224, 225 and 252 under Brazilian Corporations Law (the “Merger of Shares”), which will result in: (i) each share of Boa Vista (except shares held by EFX Brasil) being exchanged for one mandatorily redeemable preferred share, with no par value, issued by EFX Brasil according to the redemption option chosen by each shareholder of Boa Vista; and (ii) Boa Vista becoming a wholly-owned subsidiary of EFX Brasil (collectively, the “Transaction”).

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, each common share of Boa Vista (the “BV Common Shares”) issued and outstanding immediately prior to the consummation of the Transaction (except shares held by EFX Brasil) will be exchanged, at the election of each Boa Vista shareholder, for either (i) one newly issued redeemable Class A preferred share of EFX Brasil (each a “Class A EFX Brasil Redeemable Share”), (ii) one newly issued redeemable Class B preferred share of EFX Brasil (each a “Class B EFX Brasil Redeemable Share”) or (iii) one newly issued redeemable Class C preferred share of EFX Brasil (each a “Class C EFX Brasil Redeemable Share,” and, together with Class A EFX Brasil Redeemable Shares and Class B EFX Brasil Redeemable Shares, the “New EFX Brasil Redeemable Shares”). Immediately thereafter, each New EFX Brasil Redeemable Share will be redeemed, subject to certain adjustments to account for inflation, the EFX Brasil Share Cap, the Adjustment Formula and any Cumulative Expected Post-Signing Litigation Loss (each as applicable and as defined herein) as set forth in the Merger Agreement, as follows: (i) each Class A EFX Brasil Redeemable Share will be redeemed for a cash payment of R$8.00; (ii) each Class B EFX Brasil Redeemable Share will be redeemed for: (a) a cash payment of R$7.20; and (b) delivery of a fraction of a Brazilian Depositary Receipt (an “EFX BDR”), with each EFX BDR representing one share of Equifax common stock, $1.25 par value per share (“EFX Common Shares”), equal to the EFX Class B Exchange Ratio (as defined herein); or (iii) each Class C EFX Brasil Redeemable Share will be redeemed for: (a) a fraction of an EFX Brasil Common Share equal to the EFX Brasil Exchange Ratio (as defined herein); and (b) a payment of R$2.67, which will, at the option of the relevant shareholder, be paid for in either (i) cash or (ii) a fraction of an EFX BDR equal to the EFX Class C-1 Exchange Ratio (as defined herein).

If the Transaction is completed, Boa Vista will become a wholly-owned subsidiary of EFX Brasil and Boa Vista will no longer be an independent, publicly-traded corporation incorporated under the laws of the Federative Republic of Brazil. Based on the exchange ratios, adjustments and limitations set forth in the Merger Agreement, and assuming that all Boa Vista shareholders elect to receive Class C EFX Brasil Redeemable Shares and the maximum number of EFX Brasil Common Shares are issued as a result, it is

anticipated that, immediately following completion of the Transaction, former holders of BV Common Shares will own approximately 2.4% of EFX and 20.0% of EFX Brasil, respectively, on a fully diluted basis.

The BV Common Shares are listed on the São Paulo Stock Exchange (B3 S.A. – Bolsa, Brasil, Balcão, the “B3”), under the symbol “BOAS3.” If the Transaction is completed, the BV Common Shares will be delisted from the B3.

Application will be made to list the EFX BDRs on the B3 under the symbol “        ,” and the underlying EFX Common Shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “EFX.” The EFX Brasil Common Shares will not be listed or quoted on any securities exchange.

On February 9, 2023, Equifax, EFX Brasil and Associação Comercial de São Paulo, a Brazilian private association (“ACSP”), entered into a Voting and Support Agreement (the “Voting Agreement”), which sets forth the agreement by which ACSP is to exercise its voting rights in favor of approving the transaction. As of the date of this prospectus, ACSP held approximately 30.04% of the total issued and outstanding BV Common Shares and EFX Brasil held approximately 9.95% of the total issued and outstanding BV Common Shares, representing, collectively, approximately 40% of the total issued and outstanding BV Common Shares. In order to approve the Transaction, holders of at least the majority of BV Common Shares must vote in favor of the Transaction.

Holders of BV Common Shares who vote to approve the Transaction will not have appraisal or withdrawal rights under the Brazilian Corporations Law. Holders of BV Common Shares who vote against the approval of the Transaction, or who do not vote on the approval of the Transaction, will have withdrawal rights under the Brazilian Corporations Law.

The Merger Agreement was approved by the Boa Vista board of directors on February 9, 2023.

WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED TO NOT SEND US A PROXY. The accompanying disclosure documents (including the Merger Agreement, which is filed as an exhibit to the registration statement of which this prospectus is a part) contain detailed information about the Transaction and the BV Special Meeting. This document is a prospectus for the EFX Common Shares that underlie the EFX BDRs and the EFX Brasil Common Shares that will be issued as part of the consideration upon completion of the Transaction. You should read this prospectus carefully. In particular, please read the section entitled “Risk Factors” beginning on page 24 for a discussion of risks that you should consider in evaluating the Transaction described in this prospectus.

None of the U.S. Securities and Exchange Commission (the “SEC”), the Brazilian Securities Commission (Comissão de Valores Mobiliários) (the “CVM”), nor any securities commission of any jurisdiction has approved or disapproved any of the transactions described in this prospectus or the securities to be issued under this document or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offense. This prospectus does not constitute an offer to buy or sell, or a solicitation of an offer to buy or sell, any securities, or a solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. For the avoidance of doubt, this prospectus does not constitute an offer to buy or sell securities or a solicitation of an offer to buy or sell any securities in the Federative Republic of Brazil or a solicitation of a proxy under the laws the Federative Republic of Brazil, and it is not intended to be, and is not, a prospectus or an offer document within the meaning of Brazilian law and the rules of the CVM. You should inform yourself about and observe any such restrictions, and none of Equifax, EFX Brasil, Boa Vista or their respective subsidiaries accepts any liability in relation to any such restrictions.

This prospectus is dated                 , 2023 and is expected to be mailed to holders of BV Common Shares beginning on or about that date.

TABLE OF CONTENTS

 

GENERAL INFORMATION			ii
WHERE YOU CAN FIND ADDITIONAL INFORMATION			vii
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			viii
QUESTIONS AND ANSWERS ABOUT THE TRANSACTION			1
SUMMARY OF THE TRANSACTION			13
RISK FACTORS			24
FORWARD-LOOKING STATEMENTS			43
THE TRANSACTION			45
OVERVIEW			45
BACKGROUND OF THE TRANSACTION			46
EFX’S REASONS FOR THE TRANSACTION			47
BOA VISTA’S REASONS FOR THE TRANSACTION			47
FINANCING OBTAINED FOR THE TRANSACTION			47
TAX WITHHOLDING			47
INTERESTS OF CERTAIN PERSONS IN THE TRANSACTION			48
ACCOUNTING TREATMENT OF THE TRANSACTION			48
DELISTING			48
WITHDRAWAL RIGHTS AND APPRAISAL RIGHTS			48
RESTRICTIONS ON RESALES OF SHARE CONSIDERATION RECEIVED IN THE TRANSACTION			49
DIVIDEND INFORMATION			50
PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS			50
AGREEMENTS RELATED TO THE TRANSACTION			51
SUMMARY OF THE TERMS OF THE MERGER AGREEMENT			51
SUMMARY OF THE TERMS OF THE VOTING AGREEMENT			62
THE BV SPECIAL MEETING			65
COMPARATIVE PER SHARE MARKET INFORMATION OF EFX AND BOA VISTA			68
COMPARATIVE HISTORICAL PER SHARE INFORMATION OF BOA VISTA AND PRO FORMA PER SHARE INFORMATION OF EFX BRASIL			69
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			70
BUSINESS AND CERTAIN OTHER INFORMATION OF EFX			82
BUSINESS AND CERTAIN OTHER INFORMATION OF EFX BRASIL AND BOA VISTA			83
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND Results OF OPERATIONS OF EFX			92
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF EFX BRASIL AND BOA VISTA			93
MANAGEMENT AND CORPORATE GOVERNANCE			105
PRINCIPAL SHAREHOLDERS			108
DESCRIPTION OF SECURITIES			109
COMPARISON OF EQUITYHOLDER RIGHTS BEFORE AND AFTER THE TRANSACTION			114
MATERIAL TAX CONSIDERATIONS			137
LEGAL MATTERS			153
EXPERTS			153
INDEX TO THE FINANCIAL STATEMENTS			F-1

 

i

GENERAL INFORMATION

No person is authorized to provide any information with respect to the matters that this prospectus describes other than the information contained in this prospectus, and, if provided, the information must not be relied upon as having been authorized by EFX, EFX Brasil or Boa Vista. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this prospectus nor any distribution of securities made under this prospectus will, under any circumstances, create an implication that there has been no change in the affairs of EFX, EFX Brasil or Boa Vista since the date of this prospectus or that any information contained herein is correct as of any time subsequent to the date of this prospectus.

Presentation of Financial Information

The financial information included elsewhere or incorporated by reference in this prospectus derives from and should be read in conjunction with the following financial statements:

EFX

 

•

The audited consolidated financial statements of EFX included in the Annual Report on Form 10-K of EFX for the fiscal year ended December 31, 2022 (the “EFX Audited Financial Statements”), which is incorporated herein by reference.

EFX Brasil

 

•

The audited consolidated financial statements of EFX Brasil as of and for the years ended December 31, 2022 and 2021 (the “EFX Brasil Audited Financial Statements”), included elsewhere herein.

 

•

The unaudited pro forma condensed combined financial information of EFX Brasil as of and for the year ended December 31, 2022 after giving effect to the consummation of the Transaction, comprising the unaudited pro forma condensed combined statement of financial position (the “Pro Forma Statement of Financial Position”) and the unaudited pro forma condensed combined statement of operations (the “Pro Forma Statement of Operations,” together with the Pro Forma Statement of Financial Position and the corresponding notes thereto, the “Unaudited Pro Forma Financial Information”), included elsewhere herein.

The EFX Brasil Audited Financial Statements are prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. Prior to January 1, 2021, no stand-alone financial statements for EFX Brasil had been prepared and accordingly, EFX Brasil has adopted IFRS for its financial statements for the year ended December 31, 2022 effective on January 1, 2021, applying all standards that were in effect as of that date.

The Unaudited Pro Forma Financial Information are prepared in accordance with Article 11 of SEC Regulation S-X using the assumptions set forth in the notes thereto. The pro forma adjustments reflecting the completion of the Transaction are based upon the acquisition method of accounting in accordance with IFRS as issued by the IASB and upon the assumptions set forth in the notes to the Unaudited Pro Forma Financial Information. In order to calculate the historical adjusted results for Boa Vista in the Pro Forma Statement of Operations for the year ended December 31, 2022, the historical results for the nine months ended September 30, 2021 were deducted from the historical results for the year ended December 31, 2021, which produced the three months ended December 31, 2021. Combined with the nine months ended September 30, 2022, this results in the calculated financial results reflected as the twelve-month period ended September 30, 2022 for Boa Vista in the Pro Forma Statement of Operations. The historical statement of financial position for Boa Vista included in the Pro Forma Statement of Operations is as of September 30, 2022. See the section of this prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

 

ii

Boa Vista

 

•

The audited consolidated financial statements of Boa Vista as of and for the years ended December 31, 2021 and 2020 (the “BV Audited Financial Statements”), included elsewhere herein.

 

•

The unaudited condensed consolidated interim financial statements of Boa Vista as of September 30, 2022 and for the nine month periods ended September 30, 2022 and 2021 (the “BV Unaudited Interim Financial Statements”), included elsewhere herein.

The BV Audited Financial Statements have been prepared in accordance with IFRS, as issued by the IASB. The BV Unaudited Interim Financial Statements have been prepared in accordance with IAS 34 — Interim Financial Reporting, as issued by the IASB.

The above financial statements are collectively referred to herein as the financial statements.

Each of EFX Brasil and Boa Vista maintains its books and records in reais, the official currency of Brazil, which is its functional currency.

Market Information

The market information contained in this prospectus concerning the industry in which EFX, EFX Brasil and Boa Vista operate was obtained from market research, public information and industry publications that each of EFX and EFX Brasil believes are reliable. EFX and EFX Brasil have included information from reports prepared by established sources. Although the information is derived from sources EFX, EFX Brasil and Boa Vista consider trustworthy, they have not independently verified and cannot guarantee the accuracy of the information, including with respect to any information derived from publications prepared prior to the COVID-19 pandemic. EFX and EFX Brasil have no reason to believe any of this information is inaccurate in any material respect, for which reason they have not independently verified this information. Nothing in this prospectus should be interpreted as a market forecast.

Rounding

Some percentages and amounts included elsewhere in this prospectus have been rounded for ease of presentation. Accordingly, figures shown as totals in certain tables may not be arithmetic aggregations of the figures that precede them.

Convenience Translation of Reais into U.S. Dollars

In this prospectus, all references to “real,” “reais” or “R$” are to the Brazilian real, the official currency of Brazil, and all references to “U.S. dollar,” “U.S. dollars” or “US$” are to U.S. dollars, the official currency of the United States.

EFX and EFX Brasil have translated certain real amounts included elsewhere in this prospectus into U.S. dollars. Except as otherwise expressly indicated, the rate they used to convert these amounts was R$5.2171 to US$1.00 (the “Reference Rate”), subject to rounding adjustments, which was the selling exchange rate as of December 30, 2022, as reported by the Central Bank. The U.S. dollar equivalent information included elsewhere in this prospectus is provided solely for convenience of investors, is not in accordance with any generally accepted accounting principles and should not be construed as implying that the real amounts represent, or could have been or could be converted into, U.S. dollars at this rate or at any other rate.

Regions of Brazil

This prospectus includes references to regions of Brazil where Boa Vista currently operates. Brazil is geopolitically divided into five regions, as follows:

 

•

the North region of Brazil comprises the states of Acre, Amapá, Amazonas, Pará, Rondônia, Roraima and Tocantins;

 

iii

•

the Northeast region of Brazil comprises the states of Alagoas, Bahia, Ceará, Maranhão, Paraíba, Pernambuco, Piauí, Rio Grande do Norte and Sergipe;

 

•

the Central-West region of Brazil comprises the states of Goiás, Mato Grosso and Mato Grosso do Sul, and the Distrito Federal (Federal District, where Brasília, Brazil’s national capital, is located);

 

•

the Southeast region of Brazil comprises the states of Espírito Santo, Minas Gerais, Rio de Janeiro and São Paulo; and

 

•

the South region of Brazil comprises the states of Paraná, Rio Grande do Sul and Santa Catarina.

Certain Defined Terms

In this prospectus, unless the context otherwise requires:

 

•

“Acquisition Inquiry” has the meaning ascribed to such term in the section of this prospectus entitled “Agreements Relating to the Transaction — The Merger Agreement — Exclusivity;”

 

•

“Acquisition Proposal” has the meaning ascribed to such term in the section of this prospectus entitled “Agreements Relating to the Transaction — The Merger Agreement — Exclusivity;”

 

•

“Acquisition Transaction” has the meaning ascribed to such term in the section of this prospectus entitled “Agreements Relating to the Transaction — The Merger Agreement — Exclusivity;”

 

•

“ACSP” refers to Associação Comercial de São Paulo, a Brazilian private association;

 

•

“Adjustment Formula” has the meaning ascribed to such term in the section of this prospectus entitled “Agreements Relating to the Transaction — The Merger Agreement — Consideration;”

 

•

“B3” refers to B3 S.A. – Bolsa, Brasil, Balcão or the São Paulo Stock Exchange;

 

•

“BDR” refers to Brazilian Depositary Receipt;

 

•

“Boa Vista” refers to Boa Vista Serviços S.A., a corporation (sociedade anônima) incorporated under the laws of the Federative Republic of Brazil;

 

•

“Brazil” refers to the Federative Republic of Brazil, and the phrase “Brazilian government” refers to the federal government of Brazil;

 

•

“Brazilian Corporations Law” refers to the Brazilian Law No. 6,404/1976, as amended;

 

•

“Brazilian GAAP” refers to generally accepted accounting principles in Brazil;

 

•

“BV Common Shares” refers to the common shares of Boa Vista, with no par value;

 

•

“Central Bank” refers to Banco Central do Brasil, the central bank of Brazil;

 

•

“Closing” or “Closing Date” refers to the consummation of the Transaction and the date thereof, as the context requires;

 

•

“Consideration” refers to the consideration received in exchange for redemption of the New EFX Brasil Redeemable Shares;

 

•

“Cumulative Expected Post-Signing Litigation Loss” has the meaning ascribed to such term in the section of this prospectus entitled “Agreements Relating to the Transaction — The Merger Agreement — Consideration;”

 

•

“CVM” refers to Comissão de Valores Mobiliários, the Brazilian Securities Commission;

 

•

“EFX” or “Equifax” refer to Equifax Inc., a Georgia corporation;

 

•

“EFX BDRs” refers to the EFX Common Shares in the form of BDRs;

 

iv

•

“EFX Brasil” refers to Equifax do Brasil S.A., a privately held corporation (sociedade anônima de capital fechado) incorporated under the laws of the Federative Republic of Brazil;

 

•

“EFX Brasil Common Share” refers to the common shares of EFX Brasil;

 

•

“EFX Brasil Share Cap” has the meaning ascribed to such term in the section of this prospectus entitled “Agreements Relating to the Transaction — The Merger Agreement — Consideration;”

 

•

“EFX Class B Exchange Ratio,” “EFX Class C-1 Exchange Ratio,” “EFX Class C-2 Exchange Ratio” and “EFX Brasil Exchange Ratio” each have the meaning ascribed to such term in the section of this prospectus entitled “Agreements Relating to the Transaction — The Merger Agreement — Consideration;”

 

•

“EFX Common Shares” refers to shares of EFX common stock, par value $1.25 per share;

 

•

“End Date” refers to 11:59 p.m. (São Paulo Time) on November 9, 2023;

 

•

“Exchange Act” refers to the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations under the same;

 

•

“Fundamental Change” has the meaning ascribed to such term in the section of this prospectus entitled “Agreements Relating to the Transaction — The Merger Agreement — Conditions to the Transaction;”

 

•

“IASB” refers to the International Accounting Standards Board;

 

•

“IFRS” refers to International Financial Reporting Standards as issued by the IASB;

 

•

“IGP-M” refers to Brazil’s General Price Index (Índice Geral de Preços – Mercado), as calculated by the Getúlio Vargas Foundation (Fundação Getúlio Vargas) or FGV;

 

•

“INPI” refers to the Brazilian Trademark Office (Instituto Nacional da Propriedade Industrial);

 

•

“IPCA” refers to the Extended National Consumer Price index (Índice de Preços ao Consumidor) in Brazil, as calculated and published by the Instituto Brasileiro de Geografia e Estatística;

 

•

“LGPD” refers to the Brazilian General Data Protection Law (Law No. 13,709/18, as amended);

 

•

“Material Fact” refers to a notice to the market issued pursuant to CVM Resolution No. 44 and filed with the CVM disclosing any material facts or facts concerning publicly-traded companies registered with the CVM;

 

•

“Merger Agreement” refers to the merger agreement, dated as of February 9, 2023, by and among EFX, EFX Brasil and Boa Vista, as the same may be amended from time to time;

 

•

“Merger of Shares” refers to a business combination by means of the merger of all BV Common Shares (except for the BV Common Shares held by EFX Brasil) into EFX Brasil, pursuant to Articles 224, 225 and 252 under Brazilian Corporations Law;

 

•

“Merger of Shares Protocol” means the Protocolo e Justificação de Incorporação de Ações, a document pursuant to Articles 224 and 225 of the Brazilian Corporations Law which the management of Boa Vista will submit for approval by its shareholders at the BV Special Meeting, which provides the shareholders with information on the terms, conditions and reasoning for the approval of the Transaction;

 

•

“New EFX Brasil Redeemable Shares” refers to the Class A, Class B and Class C mandatorily redeemable preferred shares, with no par value, issued by EFX Brasil according to the redemption option chosen by the shareholders of Boa Vista;

 

•

“Novo Mercado” refers to the Novo Mercado segment of the B3;

 

•

“Novo Mercado Regulation” refers to the listing rules of the Novo Mercado;

 

v

•

“Option Period” refers to a period of eight days, ending at 5:00 p.m. (São Paulo time) on the 11th day immediately prior to Closing;

 

•

“SEC” refers to the U.S. Securities and Exchange Commission;

 

•

“Securities Act” refers to the U.S. Securities Act of 1933, as amended, and the rules and regulations under the same;

 

•

“Share Consideration” refers to, collectively, the EFX BDRs and the EFX Brasil Common Shares that will be issued as part of the Consideration upon completion of the Transaction;

 

•

“Transaction” refers to the Merger of Shares and the other transactions contemplated by the Merger Agreement, together;

 

•

“Triggering Event” has the meaning ascribed to such term in the section of this prospectus entitled “Agreements Relating to the Transaction — The Merger Agreement — Conditions to the Transaction;”

 

•

“U.S.” refers to the United States of America;

 

•

“U.S. GAAP” refers to generally accepted accounting principles in the U.S.;

 

•

“Valuation Report” refers to the report of the appraiser hired to determine the economic value of the BV Common Shares to be merged into EFX Brasil as required by the Brazilian Corporations Law; and

 

•

“Voting Agreement” refers to the Voting and Support Agreement, dated February 9, 2023, by and among EFX, EFX Brasil and ACSP, which sets forth the agreement by which ACSP is to exercise its voting rights to effect the consummation of the Transaction.

 

vi

WHERE YOU CAN FIND ADDITIONAL INFORMATION

This prospectus is part of a registration statement that EFX and EFX Brasil have filed with the SEC on Form S-4 / F-4 under the Securities Act. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. If a document has been filed as an exhibit to the registration statement, EFX and EFX Brasil refer you to the copy of the document that has been filed. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit. Each statement regarding a contract, agreement or other document is qualified in its entirety by reference to the actual document.

EFX files annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. The SEC maintains an internet website that contains reports, proxy and information statements and other information about issuers, such as EFX, that file electronically with the SEC. The address of that internet website is http://www.sec.gov. In connection with the listing of the EFX BDRs, EFX will simultaneously disclose in Brazil the information provided by EFX in the United States. EFX additionally posts its filings on its internet website at https://investor.equifax.com. The information contained in, on or accessible through, EFX’s internet website does not constitute a part of, and is not incorporated by reference in, this prospectus.

EFX Brasil has not filed any document with the SEC or any similar government authority, other than communications related to the Transaction. As a result of the Transaction, EFX Brasil will become subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, EFX Brasil will file annual reports on Form 20-F and make submissions on Form 6-K with the SEC under the rules and regulations that apply to foreign private issuers. As a foreign private issuer, EFX Brasil and its shareholders are exempt from some of the reporting requirements of the Exchange Act.

You can obtain any of the documents incorporated by reference into this prospectus from the SEC, through the SEC’s internet website at www.sec.gov. Copies of documents that EFX files with the SEC are also available on EFX’s internet website at https://investor.equifax.com and EFX makes its annual and interim reports and other information available on its internet website at https://www.equifax.com. The information contained in, on or accessible through, EFX’s internet website does not constitute a part of, and is not incorporated by reference in, this prospectus.

 

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows EFX to incorporate by reference certain information into this prospectus, which means that EFX can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained directly in this prospectus. This prospectus incorporates by reference the documents set forth below that have been previously filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules). These documents contain important information about EFX and its financial condition.

EFX incorporates by reference into this prospectus the documents listed below (other than any portions thereof deemed furnished and not filed in accordance with SEC rules):

 

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EFX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 23, 2023;

 

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EFX’s Current Report on Form 8-K, filed with the SEC on February 3, 2023;

 

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all other reports filed by EFX pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus to the Closing Date, or the date that the Transaction is terminated; and

 

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the description of the EFX Common Shares contained in EFX’s registration statement on Form 10/A filed on July 30, 2010 (Amendment No. 1), and any amendment or report filed for the purpose of updating such description.

You may also obtain any document incorporated by reference in this prospectus (including exhibits to those documents specifically incorporated by reference into those documents), at no cost, by visiting EFX’s internet website at www.equifax.com under “About Us/Investors/SEC Filings” or by writing or contacting us at the following address and telephone number:

Equifax Inc.

Corporate Secretary

1550 Peachtree Street, N.W.

Atlanta, Georgia 30309

Telephone: +1 (404) 885-8000

Each document incorporated by reference into this prospectus is current only as of the date of such document, and the incorporation by reference of such document is not intended to create any implication that there has been no change in the affairs of EFX since the date of the relevant document or that the information contained in such document is current as of any time subsequent to its date. Any statement contained in such incorporated documents is deemed to be modified or superseded for the purpose of this prospectus to the extent that a subsequent statement contained in another document that is incorporated by reference into this prospectus at a later date modifies or supersedes that statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

 

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RISK FACTORS

In addition to the other information included or incorporated by reference in this prospectus, including the matters addressed under the caption “Forward-Looking Statements,” you should carefully consider the following risks before making an investment. Risks related to EFX can be found in EFX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 23, 2023, and which is incorporated by reference into this prospectus. Refer to the sections of this prospectus entitled “Incorporation of Certain Documents by Reference” and “Where You Can Find Additional Information.”

EFX Brasil was established in 1998 as an indirect subsidiary of EFX as a vehicle for EFX’s business and investments in Brazil. EFX Brasil has no significant business or operations other than holding the indirect interest of EFX in Boa Vista. As a result of the consummation of Transaction, Boa Vista will be wholly-owned and controlled by EFX Brasil, and EFX Brasil will assume the business and operations of Boa Vista. Accordingly, the risks described herein as they relate to Boa Vista should be read to relate to the present and future business, financial condition, results of operations, cash flow, liquidity, reputation and prospects, as applicable, of EFX Brasil.

Risks Relating to the Transaction

EFX may fail to realize the anticipated strategic and financial benefits sought from the Transaction.

The ability of EFX and/or EFX Brasil to achieve the anticipated benefits of the Transaction will depend on its ability to successfully and efficiently integrate the business and operations of Boa Vista with its business and achieve expected synergies. EFX and/or EFX Brasil may encounter challenges with successfully integrating and recognizing the anticipated benefits of the potential Transaction, including the following:

 

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failure of EFX or EFX Brasil to recognize expected revenues from the Transaction;

 

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potential disruption of, or reduced growth in, Boa Vista’s historical businesses, due to diversion of management attention and uncertainty with its current customer relationships;

 

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consolidating and integrating corporate, information technology, finance and administrative infrastructures, and integrating and harmonizing business systems;

 

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addressing possible differences in corporate cultures and management philosophies;

 

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coordinating the compliance program and creating uniform standards, controls, procedures and policies;

 

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unforeseen and unexpected liabilities related to the Transaction;

 

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managing tax costs or inefficiencies associated with integrating operations;

 

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difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from combining the businesses;

 

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difficulty retaining key employees, suppliers and other partners of Boa Vista;

 

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difficulty retaining and efficiently managing Boa Vista’s customer base; and

 

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difficulty of Boa Vista in implementing EFX’s current technology transformation strategy.

These and other factors could result in increased costs and diversion of management’s time and energy, as well as decreases in the amount of expected revenue and earnings, which could materially impact Boa Vista’s business, financial condition and results of operations. In addition, the anticipated benefits of the Transaction contemplate certain synergies. Consequently, even if EFX and EFX Brasil are able to successfully integrate the operations of Boa Vista, they may not realize the full benefits of the Transaction if they are unable to identify and implement the anticipated synergies or if the actions taken to implement such synergies have unintended consequences on their other business operations.

 

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The consummation of the Transaction is subject to certain conditions.

The Transaction is subject to certain conditions, including the approval of the shareholders of Boa Vista, the registration of BDR program and the other conditions described under the section of this prospectus entitled “Agreements Related to the Transaction — Summary of the Terms of the Merger Agreement.” The completion of the Transaction will depend on the satisfaction of such conditions. Furthermore, pursuant to the Merger Agreement, EFX may terminate the Merger Agreement under certain circumstances, including, among others, the breach of the representations, covenants or obligations made by Boa Vista. No assurance can be given that all of the conditions to the Transaction will be satisfied or, if they are, as to the timing of the closing of the Transaction. If the conditions to the Transaction are not satisfied or validly waived in advance, or if termination rights are exercised, the Transaction will terminate.

The value of the Consideration received by Boa Vista shareholders in the Transaction may be less than the value of the BV Common Shares that such holder held prior to the completion of the Transaction.

Boa Vista shareholders may elect to receive the Share Consideration in the form of EFX BDRs or EFX Brasil Common Shares, as further described under the section of this prospectus entitled “Agreements Related to the Transaction — Summary of the Terms of the Merger Agreement — Consideration.” The exchange ratios are fixed under the Merger Agreement and will not vary even if the market price of the BV Common Shares or underlying EFX Common Shares varies. Further, the value of the EFX BDRs or the EFX Brasil Common Shares at the time of the completion of the Transaction may vary significantly from the value on the date of the execution of the Merger Agreement, the date of this prospectus, or the date on which Boa Vista shareholders vote on the Transaction. Because the exchange ratios will not be adjusted to reflect any changes in the market price of the BV Common Shares or the EFX Common Shares underlying the EFX BDRs, the value of the consideration paid to the Boa Vista shareholders in the Transaction may be lower than the value of the EFX BDRs or the EFX Common Shares on earlier dates.

Changes in share prices may result from a variety of factors that are beyond the control of EFX, EFX Brasil or Boa Vista, including their respective business, operations and prospects, market conditions, economic development, geopolitical events, regulatory considerations, governmental actions, legal proceedings and other developments. Market assessments of the benefits of the Transaction and of the likelihood that the Transaction will be completed, as well as general and industry-specific market and economic conditions, may also have an adverse effect on share prices.

In addition, it is possible that the Transaction may not be completed until a significant period of time has passed after the BV Special Meeting. As a result, the value of the EFX BDRs or EFX Brasil Common Shares may vary significantly from the date of the BV Special Meeting to the date of the completion of the Transaction.

Investors are urged to obtain up-to-date prices for EFX Common Shares, which are listed on NYSE under the symbol “EFX,” and the BV Common Shares, which are listed on the B3 under the symbol “BOAS3.”

Pursuant to the Merger Agreement, any cash amounts payable as Consideration will be adjusted according to IPCA from May 10, 2023 through and including the day immediately preceding the Closing. However, there can be no guarantee that any such adjustment will fully offset any negative impact of inflation on the value of any such cash Consideration.

The announcement and pendency of the Transaction, during which Boa Vista is subject to certain operating restrictions, could have an adverse effect on its business.

The announcement and pendency of the Transaction could disrupt Boa Vista’s business, and uncertainty about the effect of the Transaction may have an adverse effect on Boa Vista. These uncertainties could cause suppliers, vendors, partners, customers and others that deal with Boa Vista to defer entering into contracts with,

 

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or making other decisions concerning, Boa Vista or to seek to change or cancel existing business relationships with Boa Vista. In addition, employees of Boa Vista may experience uncertainty regarding their roles after the Transaction. Employees may depart either before or after the completion of the Transaction because of uncertainty and issues relating to the difficulty of coordination or because of a desire not to remain following the Transaction. Therefore, the pendency of the Transaction may adversely affect Boa Vista’s ability to retain, recruit and motivate key personnel. Additionally, the attention of Boa Vista’s management may be directed towards the completion of the Transaction, including obtaining shareholders’ approvals, and may be diverted from the day-to-day business operations of Boa Vista. Matters related to the Transaction may require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to Boa Vista. Additionally, the Merger Agreement requires Boa Vista to refrain from taking certain specified actions, for example, significant investments or disposals, while the Transaction is pending. These restrictions may prevent Boa Vista from pursuing otherwise attractive business opportunities or capital structure alternatives and from executing certain business strategies prior to the completion of the Transaction. Further, the Transaction may give rise to potential liabilities, including those that may result from pending and future shareholder lawsuits relating to the Transaction. Any of these matters could adversely affect the business of, or harm the results of operations, financial condition or cash flows of Boa Vista.

Further, certain adverse changes in the business of Boa Vista in the period prior to the closing of the Transaction may occur that would not result in Boa Vista having the right to terminate the Merger Agreement or the Transaction. If adverse changes occur but Boa Vista is still required to complete the Transaction, the value of the Transaction may decrease. If the Transaction is not completed, these risks may still materialize and adversely affect the business and financial results of Boa Vista.

Certain of the directors and officers of Boa Vista may have interests in the Transaction that may be different from, or in addition to, those of Boa Vista shareholders generally.

Certain of the directors and officers of Boa Vista may have interests in the Transaction that may be different from, or in addition to, those of Boa Vista shareholders generally. In the case of Boa Vista directors or officers, these interests may include the continued service of certain directors and officers following the consummation of the Transaction and the treatment of equity-based awards in connection with the Transaction.

Boa Vista may experience a loss of customers or may fail to win new customers.

Following the Transaction, customers with whom Boa Vista had relationships prior to the announcement of the Transaction may terminate or otherwise reduce the scope of their relationship with Boa Vista in anticipation of or after the completion of the Transaction. Any such loss of business or the inability to win new customers could limit Boa Vista’s ability to achieve the anticipated benefits of the Transaction. Such risks could also be exacerbated by a delay in the closing of the Transaction.

EFX Brasil may be unable to retain and motivate Boa Vista personnel successfully.

The success of the Transaction will depend, in part, on EFX Brasil’s ability to retain the talents and dedication of key employees, including key decision-makers, currently employed by Boa Vista. Such employees may decide to leave while the Transaction is pending or after the Transaction is completed. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, EFX Brasil’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating EFX Brasil and Boa Vista to hiring suitable replacements, all of which may cause their business to deteriorate. EFX Brasil may not be able to locate suitable replacements for any key employees who leave Boa Vista or offer employment to potential replacements on reasonable terms. In addition, EFX Brasil may not be able to motivate certain key employees following the completion of the Transaction due to organizational changes, reassignments of responsibilities, the perceived lack of appropriate opportunities for advancement or other reasons. If EFX Brasil fails to successfully retain and motivate its personnel, relevant

 

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capabilities and expertise may be lost which may have an adverse effect on its cash flows, the financial condition and results of operations.

Your ownership percentage in EFX or EFX Brasil will be less than the ownership percentage you currently hold in Boa Vista.

Your ownership percentage in EFX or EFX Brasil following the Transaction will be less than your existing ownership percentage in Boa Vista as a result of dilution attributable to the relative equity values of the companies involved in the Transaction. Based on the exchange ratios, adjustments and limitations set forth in the Merger Agreement, and assuming that all Boa Vista shareholders elect to receive Class C EFX Brasil Redeemable Shares and the maximum number of EFX Brasil Common Shares are issued as a result, it is estimated that, immediately following completion of the Transaction, former holders of BV Common Shares will own approximately 2.4% of EFX and 20.0% of EFX Brasil, respectively, on a fully diluted basis.

Failure to complete the Transaction may result in Boa Vista paying a termination fee, which could significantly harm the market price of BV Common Shares and negatively affect the future business and operations of Boa Vista.

If the Transaction is not completed and the Merger Agreement is terminated under certain circumstances, Boa Vista may be required to pay EFX a termination fee of R$200.0 million and/or reimburse EFX’s expenses up to a maximum of US$2.0 million (R$10.4 million at the Reference Rate).

In addition, if the Merger Agreement is terminated and the Boa Vista board of directors determines to seek another business combination, there can be no assurance that Boa Vista will be able to find a partner and close an alternative transaction on terms that are as favorable or more favorable than the terms set forth in the Merger Agreement.

The Transaction may be completed even though certain events occur prior to the closing of the Transaction that materially and adversely affect EFX, EFX Brasil or Boa Vista.

The Merger Agreement provides that either EFX, EFX Brasil or Boa Vista can refuse to complete the Transaction if there is a material adverse change affecting the other parties between February 9, 2023, the date of the Merger Agreement, and the closing of the Transaction. However, certain types of changes do not permit any party to refuse to complete the Transaction, even if such change could be said to have a material adverse effect on EFX, EFX Brasil or Boa Vista, including:

 

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adverse economic conditions in Brazil or in other locations in which EFX, EFX Brasil or Boa Vista have material operations;

 

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adverse economic conditions that generally affect the industry of EFX, EFX Brasil and Boa Vista or global economic or business conditions, including any conditions generally affecting financial, credit, foreign exchange or capital markets;

 

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changes in applicable law or changes in Brazilian GAAP, IFRS or other accounting standards (or the interpretation thereof); and

 

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acts of God, natural disasters, weather conditions, epidemics, pandemics, or the worsening of any of the foregoing, or other calamities.

If adverse changes occur and EFX, EFX Brasil and Boa Vista still complete the Transaction, the value of the Share Consideration may suffer. This in turn may reduce the value of the Transaction to EFX shareholders and EFX Brasil shareholders.

 

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The Merger Agreement contains provisions that restrict Boa Vista’s ability to pursue alternatives to the Transaction.

As more fully described in this prospectus and as set forth in the Merger Agreement, and subject to certain exceptions, Boa Vista has agreed to ensure exclusivity to consummate the Transaction with EFX and EFX Brasil and has agreed not to solicit, participate in any discussions or accept any proposals from third parties in connection with any similar or competing Acquisition Transaction. These provisions could discourage a third party that may have an interest in acquiring all or a significant part of Boa Vista from considering or proposing such an acquisition, even if such third party were prepared to enter into a transaction that would be more favorable to Boa Vista and its shareholders than the Transaction. For more information on the provisions in the Merger Agreement relating to non-solicitation of competing Acquisition Transactions, see the section of this prospectus entitled “Agreements Related to the Transaction — Summary of the Merger Agreement — Exclusivity.”

The value of the Consideration may be affected by fluctuations in the Brazilian real/U.S. dollar exchange rate.

Volatility in the Brazilian real/U.S. dollar exchange rate and depreciation of the Brazilian real against the U.S. dollar may decrease the price of the EFX BDRs or EFX Brasil Common Shares. As the exchange rate of the Brazilian real and the U.S. dollar fluctuates, the implied value of the Share Consideration will fluctuate too. As a result, the implied value of the Consideration that you will receive upon the completion of the Transaction could be greater than, less than or the same as the implied value of the Consideration in U.S. dollars on the date of this prospectus or at the time of the BV Special Meeting. See also “Risk Factors — Risks Relating to Brazil.”

Risks Relating to the Business of EFX Brasil and Boa Vista

Security breaches and other disruptions to information technology infrastructure could compromise company, consumer and customer information, interfere with operations, drive significant costs for remediation and enhancement of IT systems and create legal liability, all of which could have a substantial negative impact on Boa Vista’s business and reputation.

In the ordinary course of its business, Boa Vista collects, processes, transmits and stores sensitive data, including intellectual property, proprietary business information and personal information of consumers, employees and strategic partners. The secure operation of information technology networks and systems, and of the processing and maintenance of this information, is critical to the business operations and strategy of Boa Vista. Because its products and services involve the storage and transmission of personal information of consumers, it is routinely the target of attempted cyber and other security threats by outside third parties, including technically sophisticated and well-resourced bad actors attempting to access or steal data. Additionally, it could experience service disruptions or a loss of access to critical data or systems due to ransomware or other destructive attacks. Insider or employee cyber and security threats are also a significant concern for Boa Vista. The information technology networks and infrastructure used by Boa Vista (or those of third-party vendors and other service providers) are potentially vulnerable to unauthorized access to data, loss of access to systems or breaches of confidential information due to criminal conduct, attacks by hackers, employee or insider malfeasance and/or human error.

The techniques used to obtain unauthorized access, disable or degrade service or sabotage systems are constantly evolving and often are not recognized until launched against a target, or even some time after. Boa Vista may be unable to anticipate these techniques, implement adequate preventative measures or remediate any intrusion on a timely or effective basis even if its security measures are appropriate, reasonable, and/or comply with applicable legal requirements. Certain efforts may be state-sponsored and supported by significant financial and technological resources, making them even more sophisticated and difficult to detect. Although Boa Vista has developed systems and processes that are designed to protect its data and customer data and to prevent data loss and other security breaches, and expects to continue to expend significant additional resources to bolster these protections, these security measures cannot provide absolute security.

 

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If Boa Vista experiences significant breaches of security measures, including from incidents that are undetected for a period of time, sensitive data may be accessed, stolen, disclosed or lost. Any such access, disclosure or other loss of information could subject Boa Vista to significant litigation, regulatory fines or penalties, any of which could have a material adverse effect on Boa Vista’s cash flows, competitive position, financial condition or results of operations. There can be no assurance that insurance policies in the future will be adequate to cover losses from any security breaches.

Security breaches and attacks, and the adverse publicity that may follow, can have a negative impact on the reputation of Boa Vista and its relationships with customers. If Boa Vista is unable to demonstrate the security of its systems and the data maintained, or to retain the trust of customers, consumers and data suppliers, Boa Vista may experience a substantial negative impact on its business.

Any non-compliance with applicable personal data protection laws in Brazil, including failures in data security, may result in legal liability adversely affecting its business.

In the ordinary course of business, Boa Vista processes, transmits and stores sensitive data, including the personal information of consumers, employees and partners. These activities all concern the processing of personal data in Brazil and are therefore regulated by the Brazilian General Data Protection Act, or the “LGPD,” which regulates, among others, the transfer of personal data, the automated processing of personal data and the creation of consumer profiles (such as profiles regarding personal credit, presumed income, tendency to purchase products and insurance risk).

Boa Vista must comply with security requirements set forth in the LGPD and other applicable data protection laws to ensure compliance with legal requirements and minimize risk events, including service unavailability or unauthorized access to or use of personal data. Failure to comply with the LGPD or other applicable legal requirements, or the unauthorized access or use of personal data of customers, employees, subcontractors or potential customers, among others, may adversely affect Boa Vista’s reputation and result in the loss of its current and potential customers, subject Boa Vista to the penalties and payment of indemnification and adversely affect its business, results of operations and financial condition.

The non-compliance with any provisions of the LGPD has the following risks:

 

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the filing of legal, individual or collective actions seeking reparations for damages resulting from violations, based not only on the LGPD, but also on sector regulation regarding data protection still in force; and

 

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the application of the penalties provided for in the Brazilian Consumer Protection Code and the Brazilian Civil Rights Framework for the Internet by some consumer protection agencies, especially with respect of cyber security incidents that result in the unauthorized access to personal data.

Considering the large volume of personal data Boa Vista processes, Boa Vista may be subject to higher risks of sanctions under the LGPD. If Boa Vista fails to comply with the LGPD and other applicable laws, it may be subject to penalties, as well as financial losses and reputational damage, which may materially and adversely affect its financial results. Such penalties can range from warnings to fines of up to 2% of its revenue (up to a limit of R$50.0 million per infraction) or even to partial or total prohibitions on engaging in activities related to data processing. In addition, Boa Vista may be liable for individual or collective damages caused by Boa Vista due to non-compliance with the obligations established by the LGPD or other applicable legislation.

Boa Vista may face difficulties complying with the LGPD on an ongoing basis. Changes in legislation may cause information that is currently defined as non-sensitive to be considered sensitive. Other data protection obligations that are not described above may also be established under the framework of the LGPD or under additional privacy laws or regulations enacted or approved in Brazil. This can impact Boa Vista’s products and

 

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solutions already on the market, potentially even preventing their continued sale, and could seriously harm Boa Vista’s business, financial condition or results of operations.

The market in which Boa Vista operates is competitive. The launch of new products and price strategies implemented by competitors may reduce sales and market share.

Boa Vista operates in a number of product and service markets that are highly competitive. Boa Vista’s competitors may develop new and superior products and/or services, which may have better acceptance in the market. Moreover, some of Boa Vista’s competitors may have significantly higher financial, technical and marketing resources, among others, compared to Boa Vista. As a result, Boa Vista’s competitors may respond to new technologies or customers’ demands more rapidly, spending more resources than Boa Vista for the development, improvement, promotion, sale and support of their products and services, or promoting aggressive pricing policies at levels that Boa Vista cannot support.

Additionally, some customers may develop their own products, replacing the products they currently acquire from Boa Vista, materially and adversely affecting Boa Vista’s revenue. Moreover, Boa Vista’s competitors maintain significant relationships with Boa Vista’s current and potential customers. New competitors or alliances among Boa Vista’s current competitors may arise and potentially reduce its market share and revenue. Participants in other segments may seek to expand their businesses to the market in which Boa Vista operates, and new database managers and/or suppliers of analytical solutions may be created with different levels of association and relationship with financial institutions that currently engage Boa Vista’s services.

Furthermore, some of Boa Vista’s competitors may choose to sell products that compete with Boa Vista at lower prices. As a result, Boa Vista may lose customers who are focused on pricing, or it may be required to reduce its pricing, which may adversely affect its profitability.

Boa Vista may not hold all intellectual property rights that are material to its activities.

Boa Vista currently holds several registered trademarks or trademarks under registration process with INPI, including “Boa Vista,” “SCPC,” “Boa Vista BlueBox,” “Acerta,” “Centro Positivo,” “Define” and “Radar Pessoal,” some of which are material for its activities and the maintenance of its competitiveness in the market. Boa Vista also holds certain material domain names associated with its trademarks and certain computer programs.

Certain of Boa Vista’s material trademarks are being challenged by third parties and Boa Vista may lose its intellectual property rights related to these trademarks. Moreover, INPI may deny certain trademark registration applications, preventing Boa Vista from holding them.

If Boa Vista loses intellectual property rights on its material trademarks, Boa Vista will no longer have the exclusive right to use them. Moreover, Boa Vista may face difficulties in preventing third parties from using identical or similar trademarks, including to identify products or services that compete with Boa Vista. Boa Vista may be subject to civil claims or criminal charges for violations of third-party rights related to trademark use. The loss of rights or lack of registration of trademarks that Boa Vista deems strategic may materially and adversely affect its business, financial condition, results of operations, cash flows, liquidity, reputation and/or future business.

Boa Vista uses proprietary software in its activities which was developed internally by its employees and by third-party developers. The agreements entered into with employees and third parties generally provide that any intellectual or industrial property rights developed in the course of employment or engagement belong to Boa Vista, such agreements do not set forth similar provisions relating to software. Accordingly, although applicable Brazilian law governing software provides that the rights on software developed in the course of employment belong to the employer, Boa Vista may still be subject to lawsuits brought by former employees claiming

 

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ownership of such software. In this case, Boa Vista could be ordered to pay damages or cease using the software under dispute, which could have significant adverse impacts on its business, financial condition, operating results, cash flow, liquidity and/or future business.

In addition to software, the analytical models that are created to allow Boa Vista to provide its services are not subject to patents or registrations with industrial property agencies in Brazil. If customers ask for exclusivity in the use of models developed for them, Boa Vista will have increased costs due to greater effort in the development of new models, considering that exclusivity prevents a more widespread application of a model with a wider range of customers or to develop a set of analytical solutions.

Boa Vista may be unable to adequately and effectively protect its intangible assets, including its intellectual property rights, against third party violations, which could materially and adversely affect its business.

Boa Vista’s business success partially relies on its ability to protect and preserve its current and future trademarks and defend its intellectual property rights, including registered trademarks, software and domain names, as well as the confidentiality of its technology and services. Boa Vista cannot guarantee that the measures Boa Vista adopts to protect its intellectual property rights will be sufficient or that third parties will not infringe or misappropriate its intellectual property rights. If Boa Vista is unable to protect its intellectual property rights against infringement or misappropriation, this may have a material adverse effect on Boa Vista’s present and future business, financial condition, results of operations, cash flow, liquidity and reputation.

In addition, algorithms are not patentable or subject to any industrial property rights. Former employees acting in bad faith may provide competitors with certain technical knowledge, or even create new competitors, using unprotected intellectual material, including personal data, even if they do not have access to the databases owned or acquired by Boa Vista.

Boa Vista’s inability to adequately protect its intangible assets may have a material adverse effect on its present and future business, financial condition, results of operations, cash flow, liquidity and reputation.

Third parties may claim that Boa Vista infringed their intellectual property rights and this may lead to significant expenses with litigation and licensing, or prevent the sale of certain products or services.

Third parties, including Boa Vista employees and third-party software developers, may claim that Boa Vista’s products or services infringe their intellectual property rights. In addition, former employees of Boa Vista who developed software or analytical models may claim intellectual property rights in such software or models, or certain aspects of them, limiting Boa Vista’s ability to use them. Any dispute or litigation related to intellectual property assets may be costly and time-consuming due to the complexity of the technology that Boa Vista provides and the uncertainty in the outcome of any disputes.

Additionally, Boa Vista uses certain open-source software in its products and services. Companies that use open-source computer programs are subject to lawsuits challenging the ownership of these programs and/or compliance with license terms, as third parties may claim intellectual property rights in such open-source software or claim non-compliance with license terms. Certain licenses of open-source programs require users that distribute or use open-source software as part of their software to publicly disclose all or a portion of the source code of the relevant software and/or make works derived from open-source codes available at unfavorable terms and for no compensation. Any obligation to disclose its proprietary source code or any judgment requiring Boa Vista to pay damages could materially and adversely affect its business, financial condition, results of operations, cash flows, liquidity and/or future business.

Boa Vista may be required to enter into license agreements in order to continue using intellectual property that belongs to third parties, which may be costly and restrictive or prevent Boa Vista from selling certain products and/or providing certain services, materially and adversely affecting its present or future business, financial condition, results of operations, cash flows, liquidity and/or reputation.

 

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Boa Vista may face difficulties in implementing EFX’s technology transformation strategy.

After the consummation of the Transaction, EFX intends that Boa Vista participate in its technology transformation strategy. As part of EFX’s technology transformation strategy, EFX is transitioning and migrating its data systems from traditional, on premises data centers to cloud-based platforms. This effort may be time consuming and costly, and may place significant strain on Boa Vista’s management, personnel, operations, systems, technical performance, financial resources, internal financial controls and reporting function. In addition, many of Boa Vista’s existing personnel have limited experience with native cloud-based technologies. EFX’s technology transformation strategy will therefore require management time and resources to educate employees, including Boa Vista employees, and implement new ways of conducting business. The dedication of resources to this technology transformation strategy limits the resources available to devote to other initiatives or growth opportunities, or to invest in the maintenance of existing internal systems. There can be no assurance that this strategy is the right one or that investments in alternative technologies or other initiatives would not be a better use of limited resources.

Additionally, as a result of the cloud migration efforts in connection with the technology transformation strategy, Boa Vista may experience a loss of continuity, loss of accumulated knowledge or loss of efficiency during transitional periods. Reorganization and transition can require a significant amount of management’s and other employees’ time and focus, which may divert attention from operating activities and growing Boa Vista’s business. If the technology transformation strategy fails to achieve some or all of the expected benefits, it could have a material adverse effect on Boa Vista’s competitive position, business, financial condition, results of operations and cash flows.

The failure to realize the anticipated benefits of the technology transformation strategy could adversely impact Boa Vista’s business and financial results.

EFX expects its technology transformation strategy, including its transition to cloud-based technologies, will significantly increase Boa Vista’s efficiency, its productivity, and the stability and functionality of its products and services, as well as decrease the cost of its overall systems infrastructure. This complex, multifaceted and extensive initiative may cause unanticipated problems and expenses. If the transition causes errors or adversely impacts system processes, new systems do not operate as expected, or the data that is transitioned to the cloud changes in a material way, Boa Vista may have to incur significant additional costs to make modifications and could lose customers and suffer reputational harm as a result. Moreover, there may be issues with customer migration, as many customers may not migrate to cloud-based technologies on a timely basis or at all or may choose not to utilize Boa Vista’s products and services during and after its transition to cloud-based technologies, which could negatively impact Boa Vista’s revenue.

This technology transformation strategy may not be beneficial to the extent, or within the timeframes expected, or the estimated efficiency, cost savings and other improvements may not be realized as anticipated or at all. Market acceptance of cloud-based offerings is affected by a variety of factors, including information security, reliability, performance, the sufficiency of technological infrastructure in certain geographies, customer and data provider concerns with entrusting a third party to store and manage its data as well as the customer’s ability to access this data once a contract has expired, and consumer concerns regarding data privacy and the enactment of laws or regulations that restrict Boa Vista’s ability to provide such services to customers. If Boa Vista is unable to correctly respond to these issues, it may experience business disruptions, damage to its reputation, negative publicity, diminished customer trust and relationships and other adverse effects. Even if the anticipated benefits and savings are substantially realized, there may be consequences, internal control issues or business impacts that were not expected. The transition and migration to cloud-based technologies may increase its risk of liability and result in significant technical, legal, regulatory or other costs.

The transition to cloud-based technologies could expose Boa Vista to operational disruptions.

Boa Vista relies on the efficient and uninterrupted operation of complex information technology systems and networks. After the consummation of the Transactions, EFX plans to upgrade a significant portion of Boa

 

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Vista’s information technology systems and replace them with cloud-based solutions. This transition will continue to require substantial changes to software and network infrastructure, which could lead to system interruptions and cause the loss of customers, all of which could have a material adverse effect on Boa Vista’s results of operations.

Upon implementation of the new cloud-based solutions, much of Boa Vista’s information technology systems will include outsourced, cloud-based infrastructure, platform and software-as-a-service solutions not under its direct management or control. Any disruption to either the outsourced systems or the communication links between Boa Vista and the outsourced supplier could negatively affect its ability to operate its data systems and could impair its ability to provide services to customers. Boa Vista may incur additional costs to remedy the damages caused by these disruptions.

The outbreak of communicable diseases in Brazil and/or in the world, like the COVID-19 pandemic, has impacted and may continue to impact how Boa Vista operates.

Health epidemics, pandemics and similar outbreaks pose various risks. For example, the COVID-19 pandemic and the mitigation efforts by governments to attempt to control its spread adversely impacted the global economy, leading to reduced consumer spending and lending activities. The customers, and therefore the business and revenues, of Boa Vista are sensitive to negative changes in general economic conditions.

During the COVID- 19 pandemic, following the recommendations of public authorities, Boa Vista adopted a remote working policy for its employees. Nearly all of Boa Vista’s employees as of the date of this prospectus still operate either remotely or on a hybrid basis. This policy may increase cyber security risks.

Even as the COVID-19 pandemic has eased in much of the world, the lasting effects of the pandemic may continue to have adverse impacts on Boa Vista’s business and on the national and global economic landscape, and may still increase the likelihood of recessions, economic slowdowns, the unemployment level in Brazil, and the mergers and acquisitions or bankruptcy of customers, resulting in a decrease in the number of existing and potential customers of Boa Vista.

The expansion of Boa Vista’s database at competitive costs depends on partnerships for data acquisition, which may be terminated or modified.

Boa Vista benefits from cost savings derived from partnerships for sharing data that allows the expansion of its database at competitive costs. There is no guarantee that such partnerships will continue to be successful or that Boa Vista’s relationships with its partners will continue to be beneficial to both parties.

If Boa Vista is unable to continue these partnerships, Boa Vista will have a significant increase in costs related to data access and enrichment, which may adversely affect Boa Vista’s business, financial condition and results of operations.

In addition, although Boa Vista contractually requires its partners to comply with the LGPD, if its partners do not adhere to such obligations Boa Vista may be subject to penalties under the LGPD, as well as the payment of fines and sanctions pursuant to the Consumer Protection Code and the Brazilian Civil Rights Framework for the Internet.

Boa Vista’s potential inability to keep up with rapid technological development and offer new products and services, as well as properly improve and modernize its technological infrastructure, could materially and adversely affect its business.

Boa Vista’s ability to remain competitive relies, in part, on its ability to propose innovative technological solutions that meet the demands of its customers. If Boa Vista is unable to meet such demands or unable to find partners to work with that promptly and adequately match the technological abilities of the broader data management and analysis sector, its business, financial condition and results of operations may be materially adversely affected.

 

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In addition, Boa Vista cannot assure you that in the future it will be able to maintain the level of investment necessary to promote and/or continue to modernize its technological infrastructure for data treatment. This may prevent Boa Vista from acquiring new business and customers, maintaining its existing customers and ensuring the security of its data and that of its customers, which may materially adversely affect its business, financial condition and results of operations.

Boa Vista may not be able to achieve the expected success with Cadastro Positivo.

The regulatory environment in which Boa Vista operates underwent a significant transformation in connection with the changes in 2019 to the Cadastro Positivo, a database that records information about the history of payments of a wide base of consumers and companies. The long-term benefits of the 2019 reforms to the Cadastro Positivo regime remain subject to uncertainties. For example, a significant volume of people and companies may voluntarily choose not to share their data (i.e., opt-out), in an amount that may be more significant than expected, or a substantial number of data sources (such as banks, telephone companies, utilities in general and retailers, etc.) may refuse to comply with the legal framework of the Cadastro Positivo. For example, since its implementation in 2019, participation in the Cadastro Positivo has been uneven across sectors, with certain sectors, such as insurance and education, not yet participating, while other sectors, such as banking and telecommunications, are participating fully. As a result, it has taken longer than expected for Boa Vista to fully realize the expected benefits of the Cadastro Positivo regime on its ability to use this data to create and offer new information solutions for its customers.

Boa Vista’s new business strategies and innovations may not succeed.

Boa Vista’s ability to implement its new business strategies and innovations depends on several factors, including, in particular, effects of existing laws and regulations, especially those relating to data management and analysis. Other important factors include domestic political and economic conditions, changes in operating costs and efficiencies, the development of technological infrastructure, the creation of new products, the availability of more modern analytical methods and the ability to continue to create or acquire proprietary data. There can be no assurance that Boa Vista will succeed in implementing its new strategies and innovations, which may materially adversely affect its business, financial condition and results of operations.

Failures in internal controls could expose Boa Vista to unexpected or unforeseen risks, which could adversely affect its business.

Boa Vista’s systems, policies and procedures for internal controls may not be sufficient and/or fully effective to detect malpractices, errors, frauds or other illegalities, including corruption. In connection with the audit of the consolidated financial statements of Boa Vista as of and for the years ended December 31, 2021 and 2020, the external auditors obtained an understanding of the internal controls relevant to their audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Boa Vista’s internal controls in accordance with the provisions of the Sarbanes-Oxley Act of 2002. During this process, material weaknesses in Boa Vista’s internal controls over financial reporting as of December 31, 2021, were identified, which were communicated to management. A material weakness is a deficiency, or combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Material weaknesses have been identified related to Boa Vista’s control environment, risk assessment, information and communication, and monitoring activities, specifically the material weaknesses identified related to the ineffective design, implementation, and operation of general information technology controls (GITCs) in the areas of user access to information technology systems and revocation of access for terminated personnel, controls within the financial reporting process related to the accounting for and disclosure of complex transactions such as business combinations and share issuances, and controls over the measurement of earnings per share.

 

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If Boa Vista is unable to remediate identified deficiencies or maintain effective internal controls, Boa Vista may fail to accurately report its results or prevent the occurrence of malpractices, errors, frauds or other illegalities, including corruption. Failure or ineffectiveness in Boa Vista’s internal controls could have a material adverse effect on Boa Vista’s business.

Boa Vista may be unable to obtain or promptly renew all required operating licenses.

Boa Vista cannot assure you that it will be able to obtain and timely renew the licenses and/or permits of use and operation issued by the competent municipal governments and fire departments for each of its offices and/or customer points of service. Failure to obtain or renew these licenses and permits under applicable requirements may result in successive fines and closing of facilities, as applicable, interrupting its activities. Boa Vista may be adversely affected in the event of the closing, even if temporarily, of any of its offices and/or customer points of service.

Changes in senior management and the potential difficulty in attracting and replacing qualified professionals may adversely affect Boa Vista’s business.

Boa Vista relies on the ability, experience and professional qualifications of its senior management to implement its strategy and to identify and market new products, technologies and business opportunities. Any loss of key executives, as well as any difficulty in attracting, retaining and timely replacing qualified professionals, may have a material adverse effect on its business, financial condition and results of operations.

In addition, teams of specialized professionals are necessary and are difficult to hire and retain. There is a shortage of specialized professionals, and high demand for them, so that the market for such professionals has strong competition, which can lead to a substantial increase in personnel costs, or even unavailability of professionals in the necessary quantity. Specialized professionals may also be attracted by competitors, which may result in loss of ability to deliver results and strengthen competitors or even the formation of new competitors. All of these factors can adversely impact its operations and results.

Unfavorable decisions in judicial proceedings may adversely affect Boa Vista.

Boa Vista is or may become party to judicial, administrative and arbitration proceedings whose outcomes may be unfavorable. Decisions that are contrary to its interests and that eventually result in substantial fines or damages may affect the continuity or profitability of the services Boa Vista provides or prevent the realization of its projects as initially planned and may also adversely affect its results and its reputation. The amount of provisions that Boa Vista has recognized with respect to potential liabilities arising from these matters are and continue to be lower than the overall amounts of the claims made against Boa Vista and there can be no guarantee that the final judicial decisions will not exceed the amounts that Boa Vista recognized as a provision.

Unfavorable rulings against Boa Vista or its management in judicial and administrative proceedings may have a material adverse effect on its present and future business, financial condition, results of operations, cash flow, liquidity and reputation.

Boa Vista is subject to certain risks that are not covered by insurance, which may have an adverse impact on its business.

Boa Vista is subject to risks for which it does not have insurance coverage, such as war, acts of God, terrorist acts and cyber attacks, force majeure or interruption of certain activities, among others. The occurrence of a significant uninsured risk, in part or in full, may adversely affect Boa Vistas revenues, expenses, business and reputation. Since Boa Vista is engaged in the management and analysis of personal and confidential data, Boa Vista may be adversely impacted by the absence of insurance coverage for cyber attacks. Any successful cyber attacks could lead to potential information leaks or database breaches, resulting in losses that are not adequately covered by existing insurance policies.

 

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For certain risks, Boa Vista does not maintain insurance coverage because of cost and/or availability. Because Boa Vista retains some portion of insurable risks, and in some cases retains its risk of loss completely, unforeseen or catastrophic losses in excess of insured limits could materially adversely affect its business, financial condition and results of operations.

Dependence on outsourced information technology and other administrative functions may impair Boa Vista’s ability to operate effectively.

As part of EFX’s technology transformation, Boa Vista plans to outsource various components of its information technology and administrative functions after the consummation of the Transaction, and will continue to evaluate additional outsourcing. If these outsourcing vendors fail to perform their obligations in a timely manner or at satisfactory quality levels, including with respect to data and system security, or increase prices for their services to unreasonable levels, Boa Vista’s ability to bring products to market and support its customers and reputation could suffer. Any failure to perform on the part of these third-party providers could impair Boa Vista’s ability to operate effectively and could result in lower future revenue, unrealized efficiencies and adversely impact Boa Vista’s results of operations and its financial condition.

The loss of access to data from external sources may adversely affect Boa Vista’s ability to supply its products and provide its services.

Boa Vista largely depends on data from external sources to maintain and update its database, including data received from customers, partners, governmental sources and public records. Boa Vista’s current sources of data may choose to provide information to its competitors. Moreover, if a significant number of important data sources cannot provide their data, Boa Vista loses access to data due to governmental regulations (including due to failure to comply with the LGPD) or Boa Vista loses the exclusive right to use data or the cost of collection, disclosure or use of data increases materially, Boa Vista’s ability to supply products and provide services to its customers may be materially and adversely affected, resulting in decreased revenue and damage to its reputation.

Finally, there can be no assurance that Boa Vista will be able to obtain data from alternative sources if its current sources and/or future sources become unavailable and/or become too expensive, making it impossible to continue operations.

The market in which Boa Vista operates depends on telecommunications and electricity infrastructure. The inadequate development of the infrastructure of public and private networks necessary to expand its activities may adversely affect its business.

Changes in or insufficient availability of telecommunications and/or electricity infrastructure, as well as the inadequate development of the required public infrastructure network or the delay in the adoption of technologies and improvements, may result in slower response times, affecting the connectivity Boa Vista requires to provide its services.

Electricity shortages have occasionally occurred in Brazil and may occur again. There can be no assurance that Brazil’s power generation capacity will sufficiently increase to meet demand, and electricity shortages may adversely and significantly affect the cost and supply of electricity.

Moreover, the increase in prices of electricity and/or data transmission services increases costs, which may adversely affect its business if Boa Vista is unable to efficiently pass these costs on to its customers. Any failure of the public or private networks to adequately provide telecommunications and/or electricity services may adversely affect Boa Vista’s business and results.

A significant portion of Boa Vista’s revenue derives from service agreements concentrated in a few customers.

A significant portion of Boa Vista’s annual revenue derives from its ten largest customers. These customers accounted for 39.2% and 37.6% of its revenue for the nine months ended September 30, 2022 and the year ended

 

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December 31, 2021, respectively. Boa Vista cannot guarantee that the agreements Boa Vista entered into with its main customers will be renewed or extended or that Boa Vista will obtain equivalent revenue from its main customers in the future. There is also no guarantee that customers will not significantly reduce their consumption, whether for internal reasons, such as the development of their own processes that replace or eliminate the use of Boa Vista’s services, or external ones, such as problems caused by cyber attacks. Any change in demand for services from one or more of these main customers or even loss of any of these customers may adversely affect Boa Vista’s results of operations.

Boa Vista’s long-standing relationship with its customers and business partners may be reduced or terminated.

Boa Vista maintains long-standing relationships with several customers and business partners which may, at any time, unilaterally terminate the agreements they entered into with Boa Vista, significantly reducing business that generates revenue. This may result in renegotiations and, in case of termination of agreements, the loss of business opportunities to competitors.

Boa Vista cannot assure you that Boa Vista will be able to maintain or renew its existing agreements, maintain its relationship with its current customers or business partners or recover amounts payable by defaulting customers or business partners. The loss of one or more customers or business partners that have a long-standing relationship with Boa Vista may adversely affect its business, financial condition and results of operations.

The demand for Boa Vista’s products and services may be adversely affected as free and/or less costly information becomes available.

Information in general, including the results of certain analytical models, such as information relating to customer scoring, that is freely disclosed or is relatively cheap has been increasingly available to customers and consumers, especially through the internet. If this trend continues it may reduce the demand or impact the prices of Boa Vista’s risk analytics services.

Recently, the number of companies that offer free or low-cost scoring services, including credit rating, monitoring and reporting, increased with the emergence of alternative business models that use these services as a means to present other products and services to customers and consumers.

If Boa Vista’s customers rely on free or relatively cheap information rather than its risk analytics, its business, financial condition and results of operations may be materially and adversely affected.

Negative changes in general economic conditions, including interest rates, unemployment rates, income, inflation, investment amounts and consumer confidence, may adversely affect Boa Vista.

Boa Vista’s customers, business and revenue are sensitive to negative changes in general economic conditions, including credit demand, credit availability and access to capital, interest rate levels and volatility, inflation, employment levels, consumer trust and demand for housing, in Brazil and abroad. For example, many corporate customers use scoring information, analytical solutions and related data to process orders of new credit cards, vehicle loans, real estate loans, other consumer loans, as well as to manage their existing credit relations.

The demand for Boa Vista’s services tends to be related to the general levels of economic and consumer credit activity, which may be affected by changes in interest rates. Banks’ and other creditors’ intention to extend credit is adversely affected by increased consumer default rates and loan losses in a weak economy. Consumer demand for credit, and more generally the increase of consumer consumption, also tends to increase at a slower pace or decrease in periods of economic contraction or slowdown.

Boa Vista’s customer base is adversely affected when financial markets experience volatility, lack of liquidity and disruption. The potential for increased and continuous market disruption represents significant risks

 

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for business and revenue. High or increasing unemployment or interest rates; decreased income, inflation or investment amounts; lower consumer confidence and reduced access to credit adversely affect the demand for a number of Boa Vista’s products and services and, as a result, its revenue and results of operations. Consumers may also postpone or reduce their expenses and use of credit, and creditors may reduce the amount of credit offered or available. These factors also influence demand, which can impact the consumption of solutions related to segments other than credit, such as marketing services, anti-fraud and direct consumer services segments.

Changes in Brazilian tax legislation or conflicts in its interpretation may adversely impact Boa Vista, increasing the taxes that Boa Vista is required to pay.

The Brazilian government has frequently implemented several changes in tax regimes that can affect Boa Vista and its customers, including as a result of the execution or amendment of tax treaties. These changes include changes in the current rates and/or the creation of taxes, temporary or definitive, whose resources are destined for purposes established by the government. Some of these changes may result in increases in Boa Vista’s tax burden, which could adversely affect its profitability and the prices of its products and services, as well as restrict its ability to do business in the markets in which Boa Vista operates, adversely affecting Boa Vista.

Furthermore, broad tax reform is under discussion in the Brazilian National Congress, mainly designed to increase the efficiency of allocation of the economy’s resources. In the form in which it has been presented, the reform would involve a wide restructuring of the Brazilian tax system, including the creation of a value-added tax on goods and services that would replace several existing taxes (i.e., social contributions, the federal tax on products industrialized tax, tax on financial transactions and tax on the circulation of goods and services).

Additional tax reform is also being discussed in Brazil, including a bill affecting certain rules regarding the income taxation of individuals, Brazilian legal entities and financial investments. Two of the main points of the tax reform bill are the taxation of dividends and the extinguishment of payments of interest on capital (juros sobre o capital próprio). This bill was approved by the House of Representatives in August 2021 and is subject to further approval by the Brazilian Senate and the signature of the Brazilian President. The terms of the tax reform will not be known until the final version of the tax reform is approved by Congress and signed by the Brazilian President. There can be no assurance such approval or signing will occur.

The effects of these changes or any other additional reforms, if approved, may have adverse impacts on Boa Vista’s business. There can be no guarantee Boa Vista will be able to maintain its projected cash flow and profitability after any increases in Brazilian taxes applicable to Boa Vista and its operations.

Risks Relating to the EFX Brasil Common Shares

The EFX Brasil Common Shares will not be freely tradable and will not be listed on any exchange.

There currently is no trading market for the EFX Brasil Common Shares and it is not anticipated that a trading market will develop as a result of the Transaction. EFX Brasil will not register the EFX Brasil Common Shares for listing on any public exchange. Due to the lack of a public market for the EFX Brasil Common Shares, it may be difficult to readily liquidate any holdings of EFX Brasil Common Shares whenever desired. Although the EFX Brasil Common Shares will be subject to certain put and call options as will be provided by the bylaws of EFX Brasil, such options are subject to important limitations as to the time and manner in which they may be exercised. See “Agreements Related to the Transaction — Summary of the Terms of the Merger Agreement — Put and Call Options.”

The protections afforded to minority shareholders in Brazil are different from those in the United States and may be more difficult to enforce.

Under Brazilian law, the protections afforded to minority shareholders are different from those in the United States. In particular, the legal framework and case law pertaining to disputes between shareholders and

 

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companies, their directors or executive officers is less developed in Brazil than it is in the United States and there are different procedural requirements for bringing shareholder lawsuits, such as shareholder derivative suits, which differ from those under U.S. or other laws. There is also a substantially less active plaintiffs’ bar for the enforcement of shareholders’ rights in Brazil than there is in the United States. As a result, in practice, it may be more difficult for EFX Brasil’s minority shareholders to enforce their rights against EFX Brasil or its directors or executive officers than it would be for shareholders of a U.S. company.

Holders of the Share Consideration may face difficulties in serving process on or enforcing judgments against EFX Brasil and other persons.

EFX Brasil is a privately held corporation (sociedade anônima de capital fechado) incorporated under the laws of Brazil, and most of EFX Brasil’s directors and executive officers reside or are based outside of the United States. All of EFX Brasil’s assets are located in Brazil. As a result, it may not be possible for you to effect service of process upon EFX Brasil or these other persons within the United States or other jurisdictions outside Brazil. Because judgments of U.S. courts for civil liabilities based upon the U.S. federal securities laws may only be enforced in Brazil if certain conditions are met, you may face greater difficulties in protecting your interests in the case of actions by EFX Brasil or its board of directors or statutory executive officers than would shareholders of a U.S. corporation.

Shareholders may not receive dividends or interest on capital.

Under the bylaws of EFX Brasil that will become effective after the consummation of the Transaction, shareholders will be entitled to a mandatory minimum dividend of 25% of the adjusted net income for the year. Under the Brazilian Corporations Law, annual net income may be capitalized, used to offset losses or retained and may not be made available for the payment of dividends or interest on capital. In addition, the Brazilian Corporations Law allows a privately-held company to suspend the mandatory distribution of dividends in a given fiscal year if the board of directors informs the ordinary general meeting participants that the distribution would be incompatible with EFX Brasil’s financial situation. Failure to receive dividends may frustrate expectations of cash return of its investors.

Finally, the income tax exemption on the distribution of dividends and the taxation currently levied on the payment of interest on capital provided for under current law may be revised and both dividends received and those EFX Brasil distributes may be taxed and/or, in the case of interest on capital, have its taxation increased in the future, reducing the net amount to be received by shareholders as a share of its results.

Risks Relating to Brazil

The Brazilian government exercises significant influence on the Brazilian economy. This influence, as well as the Brazilian economic and political environment, may materially and adversely affect EFX Brasil.

The Brazilian government frequently intervenes in the Brazilian economy and occasionally makes significant changes to monetary, credit, tariff, tax and other policies and regulations. The Brazilian government’s actions to control inflation and other policies and regulations have often involved increases in interest rates, changes in tax policies, price controls, interventions in the exchange market, control on capital and limits on imports, among other measures.

None of EFX, EFX Brasil or Boa Vista has any control over, nor can foresee, the measures or policies that the Brazilian government may implement in the future. Boa Vista or EFX Brasil may be materially and adversely affected by changes in policies or regulations involving or affecting factors such as:

 

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monetary policy;

 

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fiscal policy and tax regime;

 

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•

liquidity in the financial, capital and credit markets;

 

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exchange policy;

 

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social and political instability;

 

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expansion or contraction of the global or Brazilian economy;

 

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foreign exchange controls and restrictions on remittances of funds abroad;

 

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material exchange rates fluctuations;

 

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interest rates;

 

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inflation;

 

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changes in the criteria for setting prices and tariffs; and

 

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other political, social and economic events that may take place in Brazil or otherwise affect Brazil.

Uncertainty over whether the Brazilian government will implement changes in policy or regulation creates instability in the Brazilian economy, increasing the volatility of the Brazilian securities markets. These uncertainties, recession and a slow recovery period in Brazil and future developments in the Brazilian economy may adversely affect Boa Vista or EFX Brasil.

Political instability has adversely affected the Brazilian economy and Brazilian businesses, including Boa Vista.

Brazil’s political environment has historically influenced, and continues to influence, the performance of the country’s economy. Political crises have affected and continue to affect the confidence of investors and the general public, which have historically resulted in economic downturns and heightened volatility in the securities issued by Brazilian companies.

Presidential elections were held in Brazil in October 2022. None of EFX, EFX Brasil or Boa Vista can predict which policies the new President of Brazil, who assumed office on January 1, 2023, may adopt or change during his mandate or the effect that any such policies might have on their business and on the Brazilian economy. Any such new policies or changes to current policies may have a material adverse effect on Boa Vista or EFX Brasil. The political uncertainty resulting from the presidential elections and the transition to a new government may have an adverse effect on Boa Vista’s or EFX Brasil’s business, results of operations and financial condition.

Furthermore, Brazil’s federal budget has been in deficit since 2014. Similarly, the governments of Brazil’s constituent states are also facing fiscal concerns due to their high debt burdens, declining revenues and inflexible expenditures. While the Brazilian Congress has approved a ceiling on government spending that will limit primary public expenditure growth to the prior year’s inflation for a period of at least 10 years, local and foreign investors believe that fiscal reforms, and in particular the reform of Brazil’s pension system, which was approved in 2019 by the Brazilian Congress, will be critical for Brazil to comply with the spending limit. As of the date of this prospectus, discussions in the Brazilian Congress relating to fiscal reform remain ongoing. Diminished confidence in the Brazilian government’s budgetary condition and fiscal stance could result in downgrades of Brazil’s sovereign debt by credit rating agencies, negatively impact Brazil’s economy, lead to further depreciation of the real and an increase in inflation and interest rates, thus adversely affecting Boa Vista’s or EFX Brasil’s business, results of operations and financial condition.

Uncertainty about the Brazilian government’s implementation of changes in policies or regulations that affect such implementation may contribute to economic instability in Brazil and increase the volatility of securities issued abroad by Brazilian companies. Any of the above factors may create additional political uncertainty, adversely affect the Brazilian economy, Boa Vista’s or EFX Brasil’s business, financial condition and results of operations.

 

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Inflation and any efforts by the Brazilian government to combat inflation may contribute to economic uncertainty in Brazil and have an adverse effect on Boa Vista or EFX Brasil

Brazil has experienced periods of significantly high rates of inflation in the past. As a result, the Brazilian government adopted monetary policies that resulted in Brazilian interest rates being among the highest in the world. The Central Bank’s Monetary Policy Committee (Comitê de Política Monetária do Banco Central) establishes an official interest rate target for the Brazilian financial system based on the level of economic growth, inflation rate and other economic indicators in Brazil. Between 2015 and 2022, the official annual Brazilian interest rate varied from 14.25% to 2.00%, and it was 2.00%, 9.25% and 13.75% in 2020, 2021 and 2022, respectively. The inflation rate as measured by the IGP-M and calculated by FGV was 23.14%, 17.78% and 5.45% in 2020, 2021 and 2022, respectively. The inflation rate as measured by the IPCA and published by IBGE was 4.52%, 10.06% and 5.79% in 2020, 2021 and 2022, respectively. Historically, the exchange rate of the real relative to the U.S. dollar, euro and other strong currencies has also fluctuated significantly.

Any future measures taken by the Brazilian government, including the changes in interest rates, intervention in the exchange market and the implementation of mechanisms to adjust or determine the value of the real may trigger inflation, adversely affecting the overall performance of the Brazilian economy. If Brazil experiences high inflation in the future, Boa Vista or EFX Brasil may be unable to adjust the prices they charge their customers in order to offset the effects of inflation on their cost structure, which could increase their costs and reduce its net and operating margins.

Moreover, in the event of increased inflation, the Brazilian government may choose to significantly increase the official interest rates. The increase in interest rates may affect Boa Vista’s cash and cash equivalents and securities, which are subject to interest rates. Accordingly, fluctuation in Brazilian interest rates and inflation may adversely affect Boa Vista or EFX Brasil. On the other hand, a significant decrease in interest rates or inflation rates may adversely affect the revenue from Boa Vista’s financial investments.

Any further downgrading of Brazil’s credit rating may have an adverse effect on Boa Vista and EFX Brasil.

Credit ratings affect the perception of risk of investors. Rating agencies regularly review Brazil’s sovereign ratings based on a number of factors, including macroeconomic trends, tax and budgetary conditions, indebtedness metrics and the prospect of changes in any of these factors.

Standard & Poor’s started to review Brazil’s sovereign ratings in September 2015. Subsequently, Brazil lost its investment grade rating, according to the credit rating reviewed by the three main credit rating agencies. Standard & Poor’s downgraded Brazil’s sovereign debt credit again from BB+ to BB, maintaining its negative outlook on the rating, on February 17, 2016. In February 2016, Moody’s downgraded Brazil’s credit rating below investment grade, to Ba2 with a negative outlook, citing the prospect for further deterioration in Brazil’s indebtedness indicators, considering a low economic growth and a challenging political environment. In February 2018, Fitch downgraded Brazil’s sovereign credit rating again to BB-negative, citing structural weaknesses of Brazil’s public finances, high public debt, weak economic growth prospects. As of the date of this prospectus, Brazil’s sovereign rating was BB- (stable), Ba2 (stable) and BB- (stable) by Standard & Poor’s, Moody’s and Fitch, respectively.

As a result of Brazil’s loss of its investment grade rating, and the multiple ensuing downgrades since 2015, the trading price of securities in Brazilian debt and equity markets has been adversely affected.

There can be no assurance that rating agencies will maintain Brazil’s sovereign credit ratings. Any downgrade in Brazil’s sovereign credit ratings may increase the perception of risk of investors and, as a result, may adversely affect the business of Boa Vista and EFX Brasil.

 

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Exchange rate instability may adversely affect the Brazilian economy.

Historically, the exchange rate of the real relative to the U.S. dollar, euro and other strong currencies has fluctuated significantly. The Brazilian government implemented a number of economic plans and used a number of exchange rate policies, including sudden depreciations, periodic mini-depreciations, floating exchange rate market systems, exchange controls and dual exchange rate markets. Since 1999, Brazil has adopted a floating exchange rate system, with interventions of the Central Bank in the purchase or sale of foreign currency. From time to time, significant fluctuations in the exchange rate of the real relative to the U.S. dollar and other foreign currencies occurred.

The real depreciated 47.0% against the U.S. dollar in 2015, appreciated 16.8% in 2016, and depreciated 1.5%, 17.1%, 4.0%, 28.9%, and 7.4% in each of 2017, 2018, 2019, 2020 and 2021, respectively. The real appreciated 5.27% against the U.S. dollar in 2022. Boa Vista cannot assure you that the depreciation or appreciation of the real relative to the U.S. dollar and other foreign currencies will not adversely affect Boa Vista.

Exchange rate instability may have a material adverse effect on Boa Vista or EFX Brasil. The real could depreciate or appreciate substantially against the U.S. dollar and other foreign currencies, which could create inflationary pressures in Brazil through general increases in prices and cause increases in interest rates, which may adversely affect the Brazilian economy as a whole and the results of either Boa Vista or EFX Brasil, due to the decrease in consumption, change in consumption habits, increase in its costs and restricted access to international capital markets. Conversely, the appreciation of the real may result in the deterioration of the Brazilian current account and balance of trade, as well as in a decrease in the growth of the GDP from exports. Boa Vista or EFX Brasil may be adversely affected by changes in these foreign exchange policies.

 

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FORWARD-LOOKING STATEMENTS

Certain statements and assumptions in this prospectus, including those incorporated by reference herein, contain or are based on “forward-looking” information. Forward-looking statements are based on the belief and assumptions of EFX and EFX Brasil on the basis of factors currently known to them. These forward-looking statements include terms and phrases such as: “anticipate,” “expect,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will,” “potential,” “forecast,” and similar expressions. These forward-looking statements include statements regarding benefits of the proposed Transaction, integration plans and expected synergies and cost reductions, anticipated future growth, and financial and operating performance and results. Forward-looking statements involve significant risks and uncertainties that may cause actual results to be materially different from the results predicted or expected. No assurance can be given that these forward-looking statements will prove accurate and correct, or that projected or anticipated future results will be achieved. All forward-looking statements included in this prospectus are based upon information available to EFX and EFX Brasil on the date hereof, and each of EFX and EFX Brasil disclaims and does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time. All such factors are difficult to predict and beyond EFX’s and EFX Brasil’s control. These factors include, but are not limited to, those discussed in the section of this prospectus entitled “Risk Factors,” risks and uncertainties detailed in EFX’s periodic public filings with the SEC, including in the section entitled “Risk Factors” in EFX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, factors contained or incorporated by reference into such documents and in subsequent filings by EFX with the SEC, and the following factors:

 

•

EFX may fail to realize the anticipated strategic and financial benefits sought from the Transaction;

 

•

security breaches and other disruptions to information technology infrastructure could compromise company, consumer and client information, interfere with operations, drive significant costs for remediation and enhancement of IT systems and create legal liability, all of which could have a substantial negative impact on Boa Vista’s business and reputation

 

•

any non-compliance with applicable personal data protection laws of Brazil, including failures in data security may result in legal liability adversely affecting its business;

 

•

Boa Vista may not hold all intellectual property rights that are material to its activities;

 

•

Boa Vista may be unable to adequately and effectively protect its intangible assets, including its intellectual property rights, against third party violations, which could materially and adversely affect its business;

 

•

third parties may claim that Boa Vista infringed their intellectual property rights and this may lead to significant expenses with litigation and licensing, or prevent the sale of certain products or services;

 

•

the expansion of Boa Vista’s database at competitive costs depends on partnerships for data acquisition, which may be terminated or modified;

 

•

Boa Vista’s potential inability to keep up with rapid technological development and offer new products and services, as well as properly improve and modernize its technological infrastructure, could materially and adversely affect its business;

 

•

Boa Vista may not be able to achieve the expected success with Cadastro Positivo;

 

•

Boa Vista’s new business strategies and innovations may not succeed;

 

•

political instability has adversely affected the Brazilian economy and Brazilian businesses, including Boa Vista;

 

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•

inflation and any efforts by the Brazilian government to combat inflation may contribute to economic uncertainty in Brazil and have an adverse effect on Boa Vista or EFX Brasil;

 

•

any further downgrading of Brazil’s credit rating may have an adverse effect on Boa Vista and EFX;

 

•

exchange rate instability may adversely affect the Brazilian economy; and

 

•

other factors discussed elsewhere in this prospectus.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. EFX and EFX Brasil do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

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THE TRANSACTION

The following is a description of the material aspects of the Transaction. This section does not purport to be complete and may not contain all of the information that is important to you. You should carefully read this entire prospectus and the documents incorporated by reference into this prospectus, including the full text of the Merger Agreement and the Voting Agreement, each of which is incorporated by reference or filed as an exhibit to the registration statement of which this prospectus is a part, for a more complete understanding of the Transaction. All descriptions in this summary and in this prospectus of the terms and conditions of the Transaction are qualified in their entirety by reference to the complete text of the Merger Agreement and the Voting Agreement. In addition, important business and financial information about each of EFX, EFX Brasil and Boa Vista is included in or incorporated by reference into this prospectus and the exhibits to the registration statement of which this prospectus is a part. For a listing of the documents incorporated by reference into this prospectus, see the section of this prospectus entitled “Incorporation of Certain Documents by Reference.”

Overview

On February 9, 2023, EFX, EFX Brasil and Boa Vista entered into the Merger Agreement, pursuant to which, among other things, the parties intend to implement a business combination of Boa Vista and EFX Brasil by means of a Merger of Shares. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, if the Transaction is approved by the shareholders of Boa Vista, the Merger of Shares will result in:

 

•

each share of Boa Vista (except shares held by EFX Brasil) being exchanged for one New EFX Brasil Redeemable Share issued by EFX Brasil according to the redemption option elected by each shareholder; and

 

•

Boa Vista becoming a wholly-owned subsidiary of EFX Brasil.

Immediately thereafter, each New EFX Brasil Redeemable Share will be redeemed, subject to certain adjustments to account for inflation, the EFX Brasil Share Cap, the Adjustment Formula and any Cumulative Expected Post-Signing Litigation Loss as set forth in the Merger Agreement, as follows:

 

•

each Class A EFX Brasil Redeemable Share will be immediately redeemed for a cash payment of R$8.00;

 

•

each Class B EFX Brasil Redeemable Share will be immediately redeemed for: (a) a cash payment of R$7.20; and (b) delivery of a fraction of an EFX BDR equal to the EFX Class B Exchange Ratio; or

 

•

each Class C EFX Brasil Redeemable Share will be immediately redeemed for: (a) a fraction of an EFX Brasil Common Share equal to the EFX Brasil Exchange Ratio; and (b) a payment of R$2.67, which will, at the option of the relevant shareholder, be paid for in either (i) cash or (ii) a fraction of an EFX BDR equal to the EFX Class C-1 Exchange Ratio.

For a description of the adjustments, exchange ratios and other terms described above, please see the section of this prospectus entitled “Agreements Related to the Transaction — Summary of the Terms of the Merger Agreement — Consideration.”

If the Transaction is approved at the BV Special Meeting, each Boa Vista shareholder may, during the Option Period, elect any single redemption option to exercise with respect to each BV Common Share held. Following the Option Period, the Boa Vista shareholder may not change their choice. Shareholders who fail to timely make their election will receive Class A EFX Brasil Redeemable Shares.

Upon consummation of the Transaction, each of the Merger of Shares, the issuance of the New EFX Brasil Redeemable Shares and the redemption thereof in exchange for the Consideration in accordance with the redemption option chosen by the Boa Vista shareholders will be deemed to occur simultaneously and will be conditioned on the effectiveness of each of the other steps. The Consideration will be made available on the Closing Date.

 

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Background of the Transaction

The EFX board of directors, together with EFX’s management and with the assistance of its legal, financial and other strategic advisors, has periodically reviewed and considered various strategic opportunities available to EFX and ways to enhance shareholder value and EFX’s performance and prospects. These reviews have included consideration of mergers, acquisitions and other business combinations.

EFX has been an investor in Boa Vista since 2011. EFX, as a result, knows the business and the market well from its long-term investment in Boa Vista. Since the time of its investment, EFX has routinely reviewed its position in Boa Vista and options with respect to such investment. Since 2019, EFX has from time to time had discussions with Boa Vista and ACSP about a possible transaction.

In early 2022, EFX approached ACSP about a potential take-private transaction. Collectively, EFX and ACSP own approximately 40% of the issued and outstanding BV Common Shares.

On December 1, 2022, the EFX board of directors was provided with an update on the material terms and conditions of the Transaction and, by means of written resolution, the EFX board of directors unanimously approved the potential Transaction, substantially on the terms presented, being R$8.00 per share or an aggregate purchase price of up to R$4.0 billion, consisting of a combination of cash, EFX Common Shares issued in the form of BDRs, and EFX Brasil Common Shares, and delegated authority to EFX management to conclude the definitive terms of the Transaction and the related documentation.

On December 2, 2022, EFX and ACSP reached an agreement on the key terms of a potential transaction:

 

•

EFX would offer to acquire Boa Vista through a Merger of Shares valued at R$8.00 per share, paid in either equity or cash, or both, at the option of each Boa Vista shareholder,

 

•

ACSP would sign a 15-year agreement to provide certain rights to EFX Brasil with respect to non-competition, strategic advice and reselling after the consummation of the Transaction in exchange for certain annual fees, and

 

•

ACSP would become a shareholder of EFX Brasil as a result of the Transaction.

On December 8, 2022, EFX submitted a non-binding acquisition proposal to the board of directors of Boa Vista, outlining the proposed transaction, including the Merger of Shares. EFX presented the Transaction as providing Boa Vista shareholders with immediate liquidity, a substantial premium and an opportunity to exchange part of their Boa Vista stake into a globally diversified EFX stock.

On December 19, 2022, EFX issued a press release and made other public comments about the potential Transaction and, in accordance with applicable laws and regulations, EFX filed a press release with the SEC confirming that EFX had made an offer to the Boa Vista board of directors for EFX Brasil to acquire Boa Vista.

On December 22, 2022, legal representatives of EFX delivered an initial draft of the Merger Agreement to legal representatives of Boa Vista. During the period from December 22, 2022 through February 9, 2023, representatives of EFX, Boa Vista and ACSP held a number of further discussions and engaged in negotiations regarding the terms and conditions of the Transaction and definitive agreements. These discussions and negotiations focused on key financial and non-financial terms of the Transaction such as price, the scope and terms of the exclusivity provisions, the amount and triggers of any break fees to be paid by Boa Vista or EFX and EFX Brasil, the closing conditions with respect to the Transaction and obligations of ACSP to support and vote in favor of the Transaction.

On February 9, 2023, EFX, EFX Brasil and ACSP entered into the Voting Agreement, which sets forth the terms and conditions pursuant to which ACSP is to exercise its voting rights in support of the Transaction, and ACSP additionally entered into the Non-Compete, Consulting Services and Amendment Agreement with EFX and EFX Brasil.

 

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On February 9, 2023, EFX, EFX Brasil and Boa Vista entered into the Merger Agreement setting forth the final terms of the proposed Transaction.

EFX’s Reasons for the Transaction

By means of a written resolution passed on December 1, 2022, the EFX board of directors unanimously approved the entry into the Transaction and associated matters. In doing so, the EFX board of directors considered the business, assets, liabilities, results of operations, financial performance, strategic direction and prospects of Boa Vista and EFX Brasil. In evaluating the Transaction, the EFX board of directors consulted with and received the advice of EFX’s management, who carefully evaluated the Transaction in several dimensions, such as value creation potential and synergy opportunities, among others.

EFX’s strategic considerations for the Transaction include, among others, the following:

 

•

Boa Vista is the second-largest credit bureau in Brazil, which aligns with EFX’s global expansion and bolt-on M&A strategy;

 

•

Brazil is one of the top 10 economies in the world, but has a low credit penetration, and the ongoing adoption of positive data provides significant opportunity for sustainable growth;

 

•

EFX can enable Boa Vista to leverage its cloud native global capabilities to compete more effectively in Brazil; and

 

•

Boa Vista could contribute significantly to EFX’s non-mortgage revenues, in line with EFX’s strategy to increase non-mortgage growth and prior strategic transactions driving non-mortgage growth in the past 24 months.

Boa Vista’s Reasons for the Transaction

The Boa Vista board of directors approved the entry into the Merger Agreement on February 9, 2023. In doing so, the board of directors concluded that the business combination and the integration of the Boa Vista’s and EFX’s activities would strengthen the business by, among others:

 

•

providing Boa Vista shareholders with liquidity, a premium and an opportunity to exchange part of their Boa Vista stake into a globally diversified EFX stock;

 

•

providing Boa Vista with a global platform, additional regional resources in Latin America, scale, technology and industry leading products that will improve Boa Vista’s competitive position in Brazil;

 

•

leveraging EFX’s cloud technology, data capabilities and capacities to accelerate Boa Vista’s transformation and expansion into new types of markets; and

 

•

enabling the creation of new high-value products and services for Boa Vista’s customers.

Financing Obtained for the Transaction

The Transaction is not subject to any financing contingency and there is no financing-related risk to the Transaction.

Tax Withholding

EFX and its affiliates, including EFX Brasil, will be entitled to deduct and withhold from the Consideration or any payment made to any holder of BV Common Shares pursuant to the Transaction any tax due by such holder that EFX is required to deduct and withhold according to applicable law, considering the rules applicable to each such holder based on such holder’s nature, domicile and regime.

 

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EFX Brasil will be entitled to deduct and withhold from the Consideration or any payment made to any holder of BV Common Shares pursuant to the Transaction any tax due by such holder that EFX Brasil is required to deduct and withhold according to applicable law, considering the rules applicable to each such holder based on such holder’s nature, domicile and regime.

You should consult your own tax advisors regarding the tax consequences of the Transaction to your particular circumstances. For more information on taxation, see the section of this prospectus entitled “Material Tax Considerations.”

Interests of Certain Persons in the Transaction

Boa Vista shareholders should be aware that Boa Vista directors and executive officers have interests in the Transaction that may be different from, or in addition to, the interests of Boa Vista shareholders generally.

Boa Vista’s board of directors considered the potentially differing interests of Boa Vista directors and executive officers, among other matters, in reaching its decision to approve the Merger Agreement and approve the submission of the Merger of Shares Protocol to the Boa Vista shareholders.

Accounting Treatment of the Transaction

The Transaction will be accounted for by EFX Brasil in accordance with the requirements of IFRS. The Transaction will be accounted for by EFX in accordance with the requirements of U.S. GAAP.

Under IFRS, EFX Brasil will account for its acquisition of Boa Vista under IFRS 3 — Business Combinations. Under the acquisition method of accounting, the total consideration paid is allocated to an acquired company’s tangible and intangible assets, liabilities assumed and any noncontrolling interest based on their estimated fair values as of the acquisition date.

Under U.S. GAAP, EFX will account for EFX Brasil’s acquisition of Boa Vista under ASC 805 — Business Combinations. Under the acquisition method of accounting, the total consideration paid is allocated to an acquired company’s tangible and intangible assets, liabilities assumed and any noncontrolling interest based on their estimated fair values as of the acquisition date.

Delisting

After the Transaction is completed, the BV Common Shares will be delisted from the B3.

Withdrawal Rights and Appraisal Rights

Pursuant to Articles 137 and 253 of the Brazilian Corporations Law, if the Merger of Shares is approved at the BV Special Meeting, holders of BV Common Shares that do not vote in favor of the approval of the Merger of Shares, or who do not attend the BV Special Meeting, who were holders of record of BV Common Shares on February 9, 2023, the date on which the signing of the Merger Agreement was first publicly announced, and who hold their BV Common Shares through the Closing Date, may exercise withdrawal rights pursuant to Brazilian law and request that Boa Vista purchase the BV Common Shares they held on such date. You cannot exercise these withdrawal rights if you vote in favor of the Merger of Shares.

If you have withdrawal rights, your withdrawal rights will lapse 30 days after publication of the minutes of the BV Special Meeting at which the Merger of Shares is approved. Once the 30-day withdrawal period has expired, you will no longer have any right to compel Boa Vista to redeem your BV Common Shares.

The minutes of the BV Special Meeting will be published in the newspapers in which Boa Vista customarily publishes its notices on the business day following the BV Special Meeting. On the business day following the

 

48

BV Special Meeting, Boa Vista expects to disclose a Material Fact related to the approval of the Merger of Shares. Such publication will constitute your sole notification regarding the commencement of the period to exercise your withdrawal rights. If you notify Boa Vista that you wish to exercise your withdrawal rights, such request will be irrevocable after the end of the 30-day withdrawal period.

To exercise withdrawal rights, a shareholder holding shares in custody with Itaú Corretora de Valores S.A., the transfer agent for the BV Common Shares, must appear, personally or through an attorney-in-fact, at any office of Itaú Corretora de Valores S.A. during the 30-day period for the exercise of withdrawal rights, complete a form related to the exercise of the withdrawal rights, which is available in those offices, and surrender certified copies of the documents listed below:

 

•

For Individuals: Individual Taxpayers’ Register, Identity Card and current evidence of address (issued within the previous two months).

 

•

For Legal Entities: National Corporate Taxpayers’ Register, bylaws/articles of association and corresponding amendments, as well as documents related to the partners/legal representatives (act of appointment, Individual Taxpayers’ Register, Identity Card and current evidence of address).

Shareholders represented by attorneys-in-fact must surrender the documents described above and the respective public power of attorney which will grant special powers to the attorney-in-fact authorizing him to exercise, on behalf of the grantor, the withdraw rights and request the reimbursement for the shares.

Shareholders holding shares through the Fungible Custody of Registered Shares of the Stock Exchange (Custódia Fungível de Ações Nominativas das Bolsas de Valores) must exercise their withdrawal rights through their custody agents.

Restrictions on Resales of Share Consideration Received in the Transaction

EFX BDRs and EFX Brasil Common Shares received by holders of BV Common Shares in connection with the Transaction will be registered under the Securities Act and will therefore be freely transferable under the Securities Act. However, the EFX Brasil Common Shares will not be listed or traded on any public securities exchange, and transferability of EFX BDRs or EFX Brasil Common Shares issued to any holder of BV Common Shares who may be deemed to be an “affiliate” of EFX or EFX Brasil for purposes of Rule 144 under the Securities Act is subject to certain limitations under the Securities Act. Persons who may be deemed to be affiliates include individuals or entities that control, are controlled by, or are under common control with EFX or EFX Brasil and may include EFX’s executive officers, directors and significant shareholders.

EFX will apply to the CVM for registration of a Sponsored Level I BDR program and for admission to trading of the EFX BDRs backed by EFX Common Shares on the B3.

This prospectus does not cover any resales of EFX BDRs or EFX Brasil Common Shares received by any person upon completion of the Transaction, and no person is authorized to make use of this prospectus in connection with any such resale.

The EFX Common Shares are listed on the NYSE under the ticker symbol “EFX”. Shareholders that wish to directly hold EFX Common Shares after receiving EFX BDRs backed by EFX Common Shares may undo their BDRs at any time in order to receive EFX Common Shares, provided that they have an international brokerage account, upon instructions given to their respective custody agents, as will be further detailed in a notice to shareholders to be disclosed by Boa Vista after the BV Special Meeting. Each EFX BDR is backed by one EFX Common Share.

 

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Dividend Information

The following table shows the amount of dividends and interest on capital distributed by Boa Vista in relation to the profits for each of the periods presented.

 

		For the nine months ended September 30,				For the years ended December 31,
		2022				2021				2020
		(R$ thousands, except percentages)
Dividends (1)			—				6,946				11,086
Interest on capital (1)			—				35,146				—
Expressed as percentage of profit for the period			—				24.0%				24.4%

 

(1)	There were no declared but undistributed dividends or interest on capital as of September 30, 2022.

The Brazilian Corporations Law and the EFX Brasil bylaws currently in effect require that EFX Brasil distribute annually to its shareholders a mandatory dividend, which is the mandatory distribution of a minimum percentage of its net income for the prior fiscal year, unless the EFX Brasil board of directors recommends against such distribution due to considerations relating to its then financial condition. Also, according to the Brazilian Corporations Law, a corporation’s net income may be allocated to profit reserves and to the payment of dividends.

Upon consummation of the Transaction and pursuant to the terms of the Merger Agreement, EFX Brasil will adopt a dividend policy by which it will provide a dividend of a minimum of 25% of its distributable annual adjusted net profits, payable pro rata to its shareholders in accordance with their respective participation in the capital stock of EFX Brasil at the time dividends are declared, provided that:

 

•

the board of directors of EFX Brasil may, to the extent required to finance investments or other expenditure provided in the business plan of EFX Brasil or as it otherwise decides, determine in respect of any particular period, that less than the minimum (including no) dividends will be paid;

 

•

to the extent required by law, any such determination would be subject to the approval of the shareholders of EFX Brasil; and

 

•

in the event shareholder approval is sought for any determination in respect of dividends, all shareholders must vote all of their shares in the same manner as the majority shareholder of EFX Brasil votes on such matter.

Past Contracts, Transactions, Negotiations and Agreements

There have been no past, present or proposed material contracts, arrangements, understandings, relationships, negotiations or transactions during the periods for which financial statements are presented in this prospectus between EFX or its affiliates and Boa Vista or its affiliates, other than those described in the sections entitled “Agreements Related to the Transaction” and “Summary of the Transaction.”

 

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AGREEMENTS RELATED TO THE TRANSACTION

This section of the prospectus describes the material terms of the agreements related to the Transaction but does not purport to describe all of the terms of the agreements related to the Transaction. The following summary is qualified in its entirety by reference to the complete text of the agreements related to the Transaction, including the Merger Agreement which is incorporated into this prospectus by reference. Capitalized terms used but not defined in this section have the meaning prescribed to them in the Merger Agreement. EFX and EFX Brasil urge you to read the full text of all agreements related to the Transaction because they are the legal documents which govern the agreements related to the Transaction.

Summary of the Terms of the Merger Agreement

On February 9, 2023, EFX, EFX Brasil and Boa Vista entered into a Merger Agreement, pursuant to which, among other things, the parties intend to implement a business combination of Boa Vista and EFX Brasil by means of a Merger of Shares, which will result in:

 

•

each share of Boa Vista (except shares held by EFX Brasil) being exchanged for one New EFX Brasil Redeemable Share according to the redemption option chosen by each shareholder; and

 

•

Boa Vista becoming a wholly-owned subsidiary of EFX Brasil.

Consideration

On the Closing Date, each BV Common Share issued and outstanding immediately prior to the consummation of the Transaction (except shares held by EFX Brasil) will be exchanged, at the election of each Boa Vista shareholder, for either a Class A EFX Brasil Redeemable Share, a Class B EFX Brasil Redeemable Share or a Class C EFX Brasil Redeemable Share. Immediately thereafter, each such New EFX Brasil Redeemable Share will be redeemed, subject to certain adjustments to account for inflation, the EFX Brasil Share Cap, the Adjustment Formula and any Cumulative Expected Post-Signing Litigation Loss as set forth in the Merger Agreement, as follows:

 

•

each Class A EFX Brasil Redeemable Share will be redeemed for a cash payment of R$8.00;

 

•

each Class B EFX Brasil Redeemable Share will be redeemed for: (a) a cash payment of R$7.20; and (b) delivery of a fraction of an EFX BDR, with each EFX BDR representing one EFX Common Share, equal to the EFX Class B Exchange Ratio; and

 

•

each Class C EFX Brasil Redeemable Share will be redeemed for: (a) a fraction of an EFX Brasil Common Share equal to the EFX Brasil Exchange Ratio; and (b) a payment of R$2.67, which will, at the option of the relevant shareholder, be paid for in either (i) cash or (ii) a fraction of an EFX BDR equal to the EFX Class C-1 Exchange Ratio.

The number of EFX Brasil Common Shares issuable in exchange for the Class C EFX Brasil Redeemable Shares may not exceed the EFX Brasil Share Cap. If Boa Vista shareholders exchanging Class C EFX Brasil Redeemable Shares would, but for the EFX Brasil Share Cap, result in the issuance of EFX Brasil Common Shares in excess of the EFX Brasil Share Cap, the number of BV Common Shares to be redeemed for EFX Brasil Common Shares will be reduced (on a pro rata basis based on the number of BV Common Shares held by all shareholders exchanging Class C EFX Brasil Redeemable Shares, rounded to the nearest whole share) so that the aggregate number of EFX Brasil Common Shares issuable pursuant to the Merger Agreement is equal to the EFX Brasil Share Cap, with remaining BV Common Shares that are subject to the election of Class C EFX Brasil Redeemable Shares to be redeemed, at the option of the relevant shareholder, for either a cash payment of R$8.00 or a fraction of an EFX BDR equal to the EFX Class C-2 Exchange Ratio.

For the purposes of the exchange described above:

 

•

“EFX Brasil Share Cap” means a number of EFX Brasil Common Shares equal to 20% of the total number of EFX Brasil Common Shares that would be outstanding immediately after the consummation

 

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of the Transaction assuming that Boa Vista shareholders elect the maximum number of EFX Brasil Common Shares available;

 

•

“EFX Class B Exchange Ratio” means 0.0008;

 

•

“EFX Class C-1 Exchange Ratio” means 0.0027;

 

•

“EFX Class C-2 Exchange Ratio” means 0.0081; and

 

•

“EFX Brasil Exchange Ratio” means the quotient obtained by dividing: (a) the number determined by the following equation: (A/B) * C, where:

A equals the number of shares of EFX Brasil Common Shares owned by EFX and its affiliates immediately prior to the Closing;

B equals 1 minus C; and

C equals the product of: (i) the percentage (expressed as a decimal) of BV Common Shares outstanding immediately prior to the Closing that elect to receive Class C EFX Brasil Redeemable Shares in the Transaction; and (ii) 0.66625, with such product never exceeding 0.20 (i.e., if the product as normally calculated would exceed 0.20, then, for purposes of determining the EFX Brasil Exchange Ratio, it will be deemed to be 0.20);

by (b) the lower of: (i) the number of BV Common Shares outstanding immediately prior to the Closing that elect to receive Class C EFX Brasil Redeemable Shares in the Transaction; and (ii) the number equal to 30% of the number of BV Common Shares outstanding immediately prior to the Closing.

Pursuant to the Merger of Shares Protocol, as provided for in the Merger Agreement, each Boa Vista shareholder may choose, during the Option Period, any one redemption option to exercise for with respect to each BV Common Share held. Following the Option Period, the Boa Vista shareholders may not change their choice. Shareholders who fail to timely make their election will receive Class A EFX Brasil Redeemable Shares.

Cash adjustment

In addition, with respect to any cash amounts payable upon the redemption, the cash amounts will be adjusted according to IPCA from May 10, 2023 through and including the day immediately preceding the Closing. Furthermore, the consideration payable upon redemption of each New EFX Brasil Redeemable Share will be adjusted downwards:

 

•

in accordance with the Adjustment Formula, to account for any distribution of dividends, return of capital or interest on capital (or other distributions in respect of the BV Common Shares) by Boa Vista during the Pre-Closing Period; provided, however, that Boa Vista undertakes to cause its management not to propose any distributions, return of capital or interest on capital in excess of mandatory distributions under applicable law; and

 

•

in the event that the disclosure schedules to the Merger Agreement are updated to reflect legal proceedings that arise or relate to acts or facts occurring after the date of the Merger Agreement, to account for any Cumulative Expected Post-Signing Litigation Loss, with any adjustments contemplated by this sentence to be allocated: (1) in the case of Class A EFX Brasil Redeemable Shares, 100% to the cash portion of such Class A EFX Brasil Redeemable Shares; (2) in the case of Class B EFX Brasil Redeemable Shares, 90% to the cash portion of Class B EFX Brasil Redeemable Shares, and 10% to the EFX BDR portion of Class B EFX Brasil Redeemable Shares; and (3) in the case of Class C EFX Brasil Redeemable Shares, 66.66667% to the EFX Brasil Common Share portion of such Class C EFX Brasil Redeemable Shares and 33.33333% to the cash or EFX BDR portion of such Class C EFX Brasil Redeemable Shares except that with respect to any BV Common Shares that are subject to the election of Class C EFX Brasil Redeemable Shares remaining after application of the EFX Brasil Share Cap,

 

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the adjustment contemplated will be allocated 100% to either cash or EFX BDRs depending on the form of consideration selected by the applicable shareholder.

For the purposes of the cash adjustment described above:

 

•

“Adjustment Formula” means (A + B)/C, where:

A equals the amount of dividends, return of capital, interest on capital and other distributions referred to in Section 2.3 of the Merger Agreement during the Pre-Closing Period;

B equals the Cumulative Expected Post-Signing Litigation Loss; and

C equals the fully diluted number of BV Common Shares outstanding immediately prior to the Closing;

 

•

“Cumulative Expected Post-Signing Litigation Loss” means: (a) zero, if the aggregate loss (including attorneys’ and other fees and costs and any other losses or damages) reasonably expected to be incurred with respect to updates to the disclosure schedules to reflect legal proceedings that arise or relate to acts or facts occurring after the date of the Merger Agreement is R$30.0 million or less; and (b) the entire aggregate amount of such expected loss if such expected loss exceeds R$30.0 million; and

 

•

“Pre-Closing Period” means the period between the date of the Merger Agreement and the earlier of the Closing or the termination of the Merger Agreement.

Put and Call Options

Each Boa Vista shareholder receiving EFX Brasil Common Shares pursuant to the Transaction will have, subject to certain conditions, the right to the Put Option. Payment with respect to any EFX Brasil Common Shares with respect to which the Put Option is properly exercised will be made on the tenth business day following determination of the Fair Market Value in accordance with the provisions of the Put/Call Option Terms.

In addition, each Boa Vista shareholder receiving EFX Brasil Common Shares pursuant to the Transaction will grant to EFX Brasil Parent the Call Option. Payment with respect to any EFX Brasil Common Shares with respect to which the Call Option is properly exercised will be made on the tenth business day following determination of the Fair Market Value in accordance with the provisions of the Put/Call Option Terms.

The Merger Agreement provides that it is a condition precedent to the consummation of the Transaction that the bylaws of EFX Brasil be amended, among other things, to provide for the terms of the Put Option and Call Option described in the agreement.

For the purposes of the put and call options described above:

 

•

“Call Option” refers to the right of the EFX Brasil Parent to purchase all (but not less than all) of its EFX Brasil Common Shares held by such shareholder at the time that such right is exercised during the Call Option Exercise Period for a price per EFX Brasil Common Shares equal to the Fair Market Value of an EFX Brasil Common Share;

 

•

“Put Option” refers to the shareholder’s right to sell its EFX Brasil Common Shares to the EFX Brasil Parent during the Put Option Exercise Periods for a price per EFX Brasil Common Share equal to the Fair Market Value of an EFX Brasil Common Share;

 

•

“Put Option Exercise Period” and “Call Option Exercise Period” each has the meaning ascribed to it in the Merger Agreement;

 

•

“Put/Call Option Terms” refers to the terms of EFX Brasil’s amended bylaws that provide for the terms of the Put Option and the Call Option;

 

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•

“EFX Brasil Parent” refers to an affiliate of EFX that is an owner of shares of EFX Brasil; and

 

•

“Fair Market Value” of any equity interest or asset referred to in this prospectus means the price at which a willing seller, under no compulsion to sell, would sell, and a willing buyer, under no compulsion to buy, would buy such equity interest or asset, without taking into account any control premium and which price is based upon the approved long-term financial plan of Boa Vista in effect at the time.

Conditions to the Transaction

The Merger Agreement provides that the parties’ mutual obligations to consummate the Transaction are subject to the following conditions:

Conditions applicable to the parties to the Merger Agreement

The performance of the obligations of parties to the Merger Agreement is subject to satisfaction of the following conditions:

 

•

the absence of any injunction, order or law that has the effect of prohibiting or otherwise preventing the Merger of Shares or the redemption of the New EFX Brasil Redeemable Shares;

 

•

the necessary approvals of the Boa Vista shareholders of the Merger of Shares and all necessary documentation for the Merger of Shares (including the Valuation Report and the Merger of Shares Protocol), excluding the approval of the waiver of the obligation of EFX Brasil to list its shares on the Novo Mercado under Article 46 of the Novo Mercado Regulation;

 

•

the absence of any actual action, suit, litigation, arbitration or proceeding (including any civil, criminal, administrative or appellate proceeding) brought by a governmental body seeking to prohibit or challenge the terms of the to the Merger of Shares or the redemption of the New EFX Brasil Redeemable Shares (provided that this condition can be waived by the mutual agreement of the parties);

 

•

the registration statement of which this prospectus is a part has become effective under the Securities Act; and

 

•

the EFX BDR program has been registered with the CVM and the B3 and has become effective.

Conditions applicable to Boa Vista

The performance of the obligations of Boa Vista is subject to satisfaction of, or waiver by Boa Vista of, the following conditions:

 

•

certain representations and warranties made by EFX and EFX Brasil are true and correct in all material respects until the Closing Date (except where the representations and warranties refer to a previous date, in which case they must be true and correct in all material respects as of such date), certain representations and warranties of EFX and EFX Brasil with respect to corporate authority, validity of the Merger Agreement and the absence of certain conflicts or consents are true and correct in all respects on the Closing Date (except where the representations and warranties refer to a previous date, in which case they must be true and correct in all material respects as of such date) and certain representations and warranties of EFX and EFX Brasil with respect to capitalization are true and correct in all respects, subject only to de minimis inaccuracies;

 

•

compliance by EFX and EFX Brasil with all applicable covenants and obligations under the Merger Agreement;

 

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•

the necessary shareholder approvals of EFX Brasil to take such actions as are contemplated by the Merger Agreement are obtained;

 

•

EFX Brasil is the rightful owner and sole beneficiary of EFX BDRs, duly registered with the CVM and B3 and representing EFX Common Shares readily available for trading on the NYSE, in such amounts as will be necessary to enable the Class B EFX Brasil Redeemable Shares and the Class C EFX Brasil Redeemable Shares to be redeemed for EFX BDRs as contemplated by the Merger Agreement;

 

•

EFX Brasil has enough reserves to enable the New EFX Brasil Redeemable Shares to be redeemed pursuant to Article 44 of the Brazilian Corporations Law and as provided in the Merger Agreement; and

 

•

the non-occurrence of a Fundamental Change or a Triggering Event.

Conditions applicable to EFX and EFX Brasil

The performance of the obligations of EFX and EFX Brasil is subject to satisfaction of, or waiver by EFX and EFX Brasil of, the following conditions:

 

•

certain representations and warranties made by Boa Vista will be true and correct in all material respects until the Closing Date (except where the representations and warranties refer to a previous date, in which case they must be true and correct in all material respects as of such date), certain representations and warranties of Boa Vista with respect to corporate authority, its subsidiaries, validity of the Merger Agreement and the absence of certain conflicts or consents will be true and correct in all respects on the Closing Date (except where the representations and warranties refer to a previous date, in which case they must be true and correct in all material respects as of such date), and certain representations and warranties of Boa Vista with respect to capitalization are true and correct in all respects, subject only to de minimis inaccuracies;

 

•

if the disclosure schedules to the Merger Agreement are updated to reflect legal proceedings that arise or relate to acts or facts occurring after the date of the Merger Agreement, Boa Vista will cause a reputable independent legal counsel reasonably acceptable to EFX to determine as promptly as practicable the aggregate loss (including attorneys’ and other fees and costs and any other losses or damages) reasonably expected to be incurred with respect to the matters set forth in such update, and, if such aggregated amount exceeds R$30.0 million, the consideration payable upon redemption of each EFX Brasil Redeemable Share will be adjusted downwards as described in this section under the heading “Consideration;”

 

•

compliance by Boa Vista with all applicable covenants and obligations under the Merger Agreement;

 

•

Boa Vista shareholders having duly approved, in accordance with applicable law, the waiver of the obligation of EFX Brasil to list its shares on Novo Mercado under Article 46 of the Novo Mercado Regulation; and

 

•

the absence of a material adverse change.

A “Fundamental Change” means a fundamental change in the nature of EFX’s business taken as a whole, and “Triggering Event” means a default under any public or private indebtedness for borrowed money such that the entire amount of such indebtedness (or any other debt of the same nature) becomes immediately due and payable by EFX.

Representations and Warranties

The Merger Agreement contains representations and warranties of EFX, EFX Brasil and Boa Vista. None of the representations or warranties for any party to the Merger Agreement survive Closing. The representations and

 

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warranties in the Merger Agreement are complicated and not easily summarized. You are urged to read carefully, and in their entirety, the section of the Merger Agreement entitled “Representations and Warranties of the Parties.”

The Merger Agreement contains representations and warranties of EFX and/or EFX Brasil as to:

 

•

corporate existence;

 

•

capacity and authority;

 

•

binding obligation;

 

•

no conflicts or consents;

 

•

capitalization;

 

•

financial statements;

 

•

SEC reports;

 

•

financial capacity;

 

•

no undisclosed liabilities;

 

•

no material adverse change;

 

•

no legal proceedings;

 

•

taxes;

 

•

data protection;

 

•

anti-corruption;

 

•

anti-money laundering;

 

•

sanctions;

 

•

adviser fees;

 

•

no other operations; and

 

•

no other representation or warranty.

The Merger Agreement contains representations and warranties of Boa Vista as to:

 

•

corporate existence;

 

•

subsidiaries;

 

•

capacity and authority;

 

•

binding obligation;

 

•

no conflicts or consents;

 

•

capitalization;

 

•

financial statements;

 

•

no undisclosed liabilities;

 

•

CVM reports;

 

•

no material adverse change;

 

•

material contracts;

 

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•

litigation;

 

•

taxes;

 

•

employees;

 

•

related party transactions;

 

•

compliance with laws;

 

•

licenses, registrations and authorizations;

 

•

intellectual property;

 

•

data protection;

 

•

anti-corruption;

 

•

anti-money laundering;

 

•

sanctions;

 

•

adviser fees; and

 

•

no other representation or warranty.

Conduct of Boa Vista’s Businesses Pending Closing

Subject to certain exceptions, prior to the Closing Date, Boa Vista agrees to conduct its operations in the ordinary course of business and in accordance with past practices. In addition, with certain exceptions, until the consummation of the Transaction or termination of the Merger Agreement, Boa Vista must not perform, or approve the performance by any of its subsidiaries of, the acts below, unless authorized by EFX and EFX Brasil:

 

•

approve any capital increase (except if in connection with the exercise of any stock options, warrants or restricted shares outstanding as of the date of this Merger Agreement), capital reduction, redemption or amortization of shares or other instrument convertible into or exchangeable for any shares of capital stock or other security;

 

•

approve any business plan or budget in breach of, or in excess of, the approved business plan described in the Merger Agreement;

 

•

amend its bylaws, or otherwise change the objectives, policies and general orientation of the business, or enter into any corporate restructuring by merger, spin-off, amalgamation or otherwise;

 

•

declare, accrue, set aside or pay any dividend, return on capital or interest on capital or make any other distribution (whether in cash, stock or otherwise) in respect of any shares of capital stock, except as determined by a shareholders’ meeting and subject to the adjustment provided in the Merger Agreement, or amend Boa Vista’s dividend policy;

 

•

purchase, sell, issue, grant or authorize the sale, issuance or grant (except upon the exercise or vesting of any stock options, warrants, or restricted shares outstanding as of the data of the Merger Agreement) of any BV Common Shares, any option, stock appreciation right, restricted stock unit, deferred stock unit, market stock unit, performance stock unit, restricted stock award or other equity-based compensation award (whether payable in cash, stock or otherwise), call, warrant or right to acquire any shares of capital stock or other security, or any instrument convertible into or exchangeable for any shares of capital stock or other securities;

 

•

effect or become a party to any corporate reorganization, including but not limited to any merger, consolidation, share exchange, business combination, plan or scheme of arrangement, amalgamation, restructuring, recapitalization, reclassification of shares, stock split, reverse stock split, division or subdivision of shares, consolidation of shares or similar transaction;

 

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•

approve the entry into alliances, joint venture agreements or any type of similar relationship or otherwise form any subsidiary or acquire any equity interest or other interest in any other entity;

 

•

sell, transfer or grant any rights related to the intellectual property rights to third parties;

 

•

enter into or become bound by any contract imposing any material restriction on Boa Vista’s right or ability (a) to engage in any line of business or compete with, or provide services to, any other person or in any geographic area; (b) to acquire any material product or other asset or any service from any other person, sell any product or other assets to or perform any service for any other person, or transaction business or deal in any manner with any other person; or (c) to develop, sell, supply, license, distribute, offer, support or service any product or any intellectual property or other asset to or for any other person;

 

•

enter into or become bound by any contract that: (a) grants material and exclusive rights to license, market, sell or deliver any product; (b) contains any “most favored nation” or similar provision in favor of the other party; or (c) contains a right of first refusal, first offer or first negotiation or any similar right with respect to any material asset;

 

•

hire or terminate (other than for cause) any employee, director, officer or other member of management or person with an annual remuneration in excess of R$500,000 or amend or increase the compensation of any existing employee, director, officer or other member of management above these thresholds;

 

•

enter into any collective bargaining agreement or promote or make any changes to the terms and conditions of current employment contracts to which the Boa Vista is a party, except in the ordinary course of business;

 

•

approve the execution of new compensation and benefit plans (or amend existing plans or agreements or other documents in effect under any plans, including to accelerate the vesting of any benefits thereunder), or pay bonuses, commissions, incentives or any type of compensation for shares outside the regular course of business and which are not currently provided in existing compensation and benefit plans;

 

•

change in any material respect, other than as required by Brazilian GAAP or IFRS, as applicable, any of its methods of accounting or accounting practices, including with respect to its financial accounting for taxes;

 

•

enter into any contract or take any binding action relating to the disposition or acquisition of any assets (other than certain obsolete assets, inventory and non-exclusive licenses, in each case in the ordinary course of business consistent with past practice) or any business (whether by merger, sale or purchase of assets, sale or purchase of stock or equity ownership interests or otherwise), or permit the creation of any liens over any assets, shares or quotas;

 

•

make or approve any capital investments; or capital expenditures in excess of R$500,000 which are not contemplated under the approved business plan described in the Merger Agreement;

 

•

enter into, renew, extend, amend, terminate or expressly waive any material right or remedy under any material contract;

 

•

settle any legal proceeding or other material claim, other than certain settlements involving payments below certain threshold amounts;

 

•

approve the request, practice or adoption of any act aimed at judicial or extrajudicial recovery, voluntary declaration of bankruptcy, dissolution or liquidation;

 

•

take or implement any decisions in any matters of material importance outside of the ordinary course and/or not in accordance with past practices; or

 

•

agree or undertake to perform any of the acts described above.

 

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Exclusivity

Subject to certain exceptions, Boa Vista has agreed to ensure exclusivity to consummate the Transaction with EFX and has agreed not to:

 

•

solicit, or initiate or encourage, any Acquisition Proposal from any third party;

 

•

participate in any discussions or negotiations (or enter into any agreement) with any third party, or furnish to any third party any non-public information relating to or in connection with a possible Acquisition Transaction; or

 

•

accept any proposal or offer from any third party, or enter into any letter of intent or similar document or an agreement relating to a possible Acquisition Transaction.

These obligations will be not applicable to any Boa Vista shareholder, including a shareholder that has appointed board members of Boa Vista, provided that such shareholder is not an employee, is not encouraged by Boa Vista to take any of the prohibited actions, is not prohibited under another agreement with EFX from taking any of the prohibited actions, and does not furnish or otherwise share any non-public information with third parties.

However, to the extent that an Acquisition Proposal or Acquisition Inquiry is received but is not the result of any such solicitation, participation or acceptance in contravention of the agreements described in the Merger Agreement, the management of Boa Vista may undertake any of the foregoing:

 

•

review, discuss and negotiate the relevant transaction presented by the third party making the proposal regarding such relevant transaction;

 

•

provide non-public information to the third party;

 

•

enter into all necessary agreements, including non-disclosure agreements and merger agreements, with such third party with respect to such Acquisition Proposal; and

 

•

accept and recommend the transaction proposed in such Acquisition Proposal to Boa Vista shareholders;

provided that any recommendation must contain a reasonable explanation of the reasons why such recommendation is being made and any acceptance and recommendation (and the approval to enter into any related agreement) must be made in compliance with the fiduciary duties under applicable law.

If Boa Vista or any of its officers, directors, employees, partners, attorneys, advisors, accountants, agents or representatives receives an Acquisition Proposal or any request for non-public information in connection with an Acquisition Proposal at any time prior to Closing, Boa Vista is required to promptly (and in no event later than 48 hours after receipt of such Acquisition Proposal or request) advise EFX Brasil and EFX in writing of such Acquisition Proposal or request (including the identity of the person making or submitting such Acquisition Proposal or request, and with respect to Acquisition Proposals, the material terms and conditions thereof, including, for the avoidance of doubt, the economic terms (such as pricing and whether the consideration is in cash, shares/assets, or a combination of both) and whether the Acquisition Proposal is subject to financing and the type of financing, if applicable). Boa Vista is required to keep EFX Brasil and EFX reasonably informed within 48 hours of any material modifications or proposed material modifications with respect to any Acquisition Proposal. To the extent required by applicable law, any Acquisition Proposal made available to EFX may be simultaneously disclosed to the public generally.

For the purposes of the exclusivity provisions described above and the termination and termination fee provisions described below:

 

•

“Acquisition Inquiry” means an inquiry, indication of interest or request for information (other than an inquiry, indication of interest or request for information made or submitted by EFX Brasil and EFX) that could reasonably be expected to lead to an Acquisition Proposal;

 

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•

“Acquisition Proposal” means any expression of interest, proposal or offer relating to a possible Acquisition Transaction; and

 

•

“Acquisition Transaction” means any transaction directly or indirectly involving any of the following (other than involving EFX Brasil or EFX): (a) the sale, transfer or other disposition (or acquisition) of any BV Common Shares; (b) any sale of all or a material part of the assets of Boa Vista; or (c) any transaction that would reasonably be expected to have an adverse effect in any material respect on the Merger of Shares.

Other Covenants

The Merger Agreement contains a number of other covenants on the part of the parties, including covenants relating to:

 

•

preparation and filing of the registration statement of which this prospectus is a part and using commercially reasonable efforts to cause it to become effective under the Securities Act as promptly as reasonably practicable;

 

•

preparation and filing for the registration of EFX’s BDR program with the CVM and B3;

 

•

preparation of the Merger of Shares Protocol;

 

•

holding the BV Special Meeting and a meeting of the shareholders of EFX Brasil;

 

•

cooperation between Boa Vista, EFX and EFX Brasil in connection with public announcements;

 

•

holding confidential certain information received in connection with the Transaction;

 

•

using commercially reasonable efforts regarding shareholder litigation;

 

•

causing EFX Brasil to maintain a certain cash amount; and

 

•

using commercially reasonable efforts to consummate the Transaction on a timely basis.

Termination of the Merger Agreement

The Merger Agreement provides for certain termination rights:

 

•

by mutual written consent of EFX, EFX Brasil and Boa Vista;

 

•

by any party, upon written notice to the non-terminating parties, if the Merger of Shares has not been consummated by the End Date; except if such delay is primarily attributable to a failure on the part of such party to perform any covenant or obligation in the Merger Agreement required to be performed by such party at or prior to the Closing Date;

 

•

by any party, upon written notice to the non-terminating parties, if a competent court or other governmental body shall have issued any final, non-appealable order, or any law has been approved and be in force, having the effect of prohibiting or otherwise preventing the consummation of the Merger of Shares or the redemption of the New EFX Brasil Redeemable Shares;

 

•

by EFX and EFX Brasil if any of the Merger of Shares, any of the necessary documentation for the Merger of Shares, including the Valuation Report and the Merger of Shares Protocol, or the waiver of the obligation of EFX Brasil to list its shares on Novo Mercado under Article 46 of Novo Mercado Regulation is not approved at the BV Special Meeting, and by Boa Vista if the required corporate approvals for the Transaction of EFX Brasil are not obtained, except where such outcome is primarily attributable to a failure on the part of a party to perform any of its respective covenants or obligations in the Merger Agreement; or

 

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•

by a non-breaching party at any time before the Closing, if another party fails to fulfill any obligation in the Merger Agreement or such party’s representations in the Merger Agreement are or have become inaccurate, and such non-compliance or inaccuracy is not cured within 30 days from receipt of notice of such non-compliance by the non-breaching party.

Termination Fee

A termination fee equal to R$200.0 million will be payable in the following circumstances:

 

•

by the breaching party, if the Merger of Shares has not been consummated by the End Date and such failure to consummate was primarily attributable to a failure of such breaching party to perform any covenant or obligation in the Merger Agreement required to be performed by such party at or prior to the Closing Date;

 

•

by the breaching party, if the termination was primarily attributable to a breach by such breaching party of any of the representations, warranties or covenants given by such party under the Merger Agreement and such breach was not cured within 30 days from receipt of notice by the non-breaching party, except with respect to the breach of Boa Vista’s representations with respect to new litigations that arise or relate to acts or facts occurring after the date of the Merger Agreement, or Boa Vista’s representations with respect to no material adverse change, in which case the termination fee will not be applicable;

 

•

by Boa Vista, if (i) the Merger Agreement is terminated (x) by EFX and EFX Brasil due to a failure of the BV Special Meeting to approve any of the Merger of Shares, any of the necessary documentation for the Merger of Shares, including the Valuation Report and the Merger of Shares Protocol, or the waiver of the obligation of EFX Brasil to list its shares on Novo Mercado under Article 46 of Novo Mercado Regulation (other than if such failure was primarily attributable to a failure by EFX or EFX Brasil to perform any covenant or obligation in the Merger Agreement), or (y) by any party if the Merger of Shares has not been consummated by the End Date (except if such delay is primarily attributable to a failure on the part of such party to perform any covenant or obligation in the Merger Agreement required to be performed by such party at or prior to the Closing Date) or if a competent court or other governmental body shall have issued any final, non-appealable order, or any law has been approved and be in force, having the effect of prohibiting or otherwise preventing the consummation of the Merger of Shares or the redemption of the New EFX Brasil Redeemable Shares, (ii) at or prior to the time of such termination, an Acquisition Proposal or an Acquisition Inquiry has been made known to Boa Vista or publicly disclosed, announced, commenced submitted or made, and (iii) prior to the date of any such termination or within 12 months after the date of any such termination, an Acquisition Transaction (whether or not relating to such Acquisition Proposal) is consummated or a definitive agreement providing for an Acquisition Transaction (whether or not relating to such Acquisition Proposal or an Acquisition Inquiry) is executed; or

 

•

by Boa Vista, if the Merger Agreement is terminated by (x) any party if the Merger of Shares has not been consummated by the End Date; except if such delay is primarily attributable to a failure on the part of such party to perform any covenant or obligation in the Merger Agreement required to be performed by such party at or prior to the Closing Date, or if a competent court or other governmental body shall have issued any final, non-appealable order, or any law has been approved and be in force, having the effect of prohibiting or otherwise preventing the consummation of the Merger of Shares or the redemption of the New EFX Brasil Redeemable Shares, or (y) EFX and EFX Brasil due to a failure of the BV Special Meeting to approve any of the Merger of Shares, any of the necessary documentation for the Merger of Shares, including the Valuation Report and the Merger of Shares Protocol, or the waiver of the obligation of EFX Brasil to list its shares on Novo Mercado under Article 46 of Novo Mercado Regulation, after: (i) the board of directors of Boa Vista has withdrawn or changed its recommendation in favor of the approval of any of the Merger of Shares, the necessary documentation for the Merger of Shares, or the waiver of the obligation of EFX Brasil to list its shares on Novo Mercado under Article 46 of Novo Mercado Regulation or otherwise withdrawn or changed its recommendation in respect of the Merger of Shares

 

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or the redemption of the New EFX Redeemable Shares; and/or (ii) the board of directors of Boa Vista has recommended (or caused or permitted Boa Vista to sign an agreement providing for) an Acquisition Proposal or Acquisition Transaction; except in each case where the board of directors of Boa Vista has taken such actions as a result of EFX having experienced a Fundamental Change or the occurrence of a Triggering Event.

In addition, if the Merger Agreement is terminated due to a failure of the BV Special Meeting to approve the Transaction (other than if such failure to consummate was primarily attributable to a failure by EFX or EFX Brasil to perform any covenant or obligation in the Merger Agreement or if the Merger of Shares does not occur because of a failure to obtain the waiver of the obligation of EFX Brasil to list its shares on Novo Mercado under Article 46 of the Novo Mercado Regulation), Boa Vista will reimburse the reasonable expenses of EFX and EFX Brasil incurred in connection with the Transaction in an amount not to exceed US$2.0 million (R$10.4 million at the Reference Rate).

Effect of Termination

If the Merger Agreement is terminated as set forth therein, it will be of no further force or effect on any of the parties thereto other than such obligations that survive the termination of the Merger Agreement as expressly set forth therein, including certain obligations of disclosure, confidentiality, payment of the termination fee and expenses, as described above, and arbitration.

Closing

Subject to any different date required by B3, the parties will take necessary measures to close the Transaction on the third day of business following the fulfillment or waiver of the conditions precedent.

Governing Law and Dispute Resolution

The Merger Agreement is governed by and construed in accordance with the laws of Brazil (without regards to the principles of conflicts of law of Brazil).

Any and all disputes, controversies, or claims arising out of or in connection with the Merger Agreement, its exhibits or schedules, including any question regarding existence, validity, enforceability, formation, interpretation, performance and/or termination, will be resolved by arbitration, administered by the CAM-B3 — Câmara de Arbitragem do Mercado (the arbitration chamber), in accordance with its rules, the Brazilian Arbitration Law (Law 9,307/1996) and the provisions or the Merger Agreement.

The seat of arbitration will be the city of São Paulo, State of São Paulo, Brazil, where the award is rendered. The language of the arbitration will be Portuguese, provided that any documents may be produced in English and witnesses can testify in both languages. The acts of the arbitration can occur at a place different from the seat of the arbitration, at the discretion of the arbitral tribunal. The arbitration decision award will be final and binding for the parties and their successors, and the parties agree to waive any right of appeal.

The parties have agreed that, in the event of any breach or threatened breach by any party of any covenant or obligation contained in the Merger Agreement, any non-breaching party shall be entitled to obtain, without proof of actual damages (and in addition to any other remedy to which such non-breaching party may be entitled at law or in equity), an order of specific performance to enforce the observance and performance of such covenant or obligation, and an injunction restraining such breach or threatened breach.

Summary of the Terms of the Voting Agreement

On February 9, 2023, EFX and EFX Brasil entered the Voting Agreement with ACSP, pursuant to which ACSP, the holder of record of 159,905,911 common shares of Boa Vista, representing 30.04% of the total issued

 

62

and outstanding BV Common Shares, on a fully diluted basis (the “ACSP Shares”), undertook, except as limited by the Brazilian Corporations Law, the CVM or B3, and so long as no Fundamental Change or Triggering Event has occurred, obligations to implement the Transaction, including by binding ACSP to vote in favor of the corporate resolutions necessary for the approval, closing and implementation of the Transaction and against any other Acquisition Transaction. ACSP also agreed, so long as no Fundamental Change or Triggering Event has occurred, to perform any and all other necessary actions, and cooperate with the performance of all necessary actions by EFX, EFX Brasil and Boa Vista to approve and consummate the Transaction, and agreed to take all other actions reasonably requested by EFX or EFX Brasil in furtherance of the Transaction, so long as no Fundamental Change or Triggering Event has occurred.

Notwithstanding the foregoing, the obligations contained in the Voting Agreement relating to voting at any meeting of the shareholders of Boa Vista are subject to any applicable legal restrictions, including fiduciary duties under the Brazilian Corporations Law, the rules of CVM, B3, or any other applicable governmental body or court.

Exclusivity

ACSP agreed to comply with the Voting Agreement in all its terms and conditions, including the exclusivity provision, whereby ACSP will not do, and will cause its representatives not to do, any of the following, directly or indirectly:

 

•

solicit, initiate or encourage, or take any other action designed to facilitate, any inquiries or the initiation or submission of, any Acquisition Proposal from any third party;

 

•

enter into any discussions or negotiations (or enter into any agreement) with any third party, or furnish to any third party any non-public information relating to or in connection with a possible acquisition transaction; or

 

•

accept any proposal or offer from any third party, or enter into any letter of intent or similar document or an agreement relating to a possible Acquisition Transaction.

Representations and Warranties

Under the Voting Agreement, each of EFX and EFX Brasil, on the one hand, and ACSP, on the other, has made certain representation and warranties to the other, including with respect to organization, validity of ownership of shares and other matters. The representations and warranties in the Voting Agreement are complicated and not easily summarized. You are urged to read carefully, and in its entirety, the section of the Voting Agreement entitled “Representations and Warranties.”

Lock-Up and Encumbrance of the Subject Securities

During the term of the Voting Agreement, ACSP agrees that it will not, directly or indirectly, cause or permit any transfer of any Subject Securities, or any rights related thereto, to be effected, except as set forth in the Voting Agreement. “Subject Securities” means all ACSP Shares, all additional BV Common Shares of which ACSP acquires ownership during the term of the Voting Agreement and all securities into which any of the BV Common Shares otherwise subject to the Voting Agreement are exchanged or converted, including by subscription, acquisition, exchange, reverse split, distribution of bonuses, distribution of dividends with payment in shares or in natura, capitalization of profits or other reserves or otherwise.

Effective Date and Term

The Voting Agreement remains in effect until the earlier of the consummation of the Transaction, the termination of the Merger Agreement, the date on which a Fundamental Change or Triggering Event occurs, or the occurrence of a transfer of the Subject Securities, in accordance with the terms of the Voting Agreement.

 

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Specific Performance

The parties agree that, in the event of any breach or threatened breach of any covenant or obligation contained in the Voting Agreement, the non-defaulting party will be entitled (in addition to any other remedy that may be available to it, including monetary damages) to seek and obtain a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and an injunction restraining such breach or threatened breach.

Governing Law and Dispute Resolution

The Voting Agreement is governed by and construed in accordance with the laws of Brazil (without regards to the principles of conflicts of law of Brazil).

Any and all disputes that may arise between the parties as a result of or related to the commitment under the Voting Agreement will be resolved definitively by arbitration, administered by the CAM-B3 – Câmara de Arbitragem do Mercado (the arbitration Chamber), in accordance its rules, the Brazilian Arbitration Law (Law 9,307/1996), and other provisions set forth in the Voting Agreement.

The place of arbitration will be the city of São Paulo, State of São Paulo, Brazil, local where the arbitral decision will be declared and the language of the arbitration will be Portuguese.

The arbitration decision award will be final and binding for the parties and their successors, and the parties agree to waive any right of appeal.

 

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THE BV SPECIAL MEETING

EFX and EFX Brasil are providing this prospectus to holders of BV Common Shares in advance of the BV Special Meeting that Boa Vista has called for the purpose of approving the Transaction. This prospectus contains information that you need to know about the Transaction, the proposals to be voted on at the BV Special Meeting and the Share Consideration. Please note that this document is not a proxy or solicitation of votes for the BV Special Meeting or any other extraordinary general meeting of the shareholders of Boa Vista that will be held in connection with the Transaction.

Date, Time and Place of the BV Special Meeting

The BV Special Meeting to consider the Transaction is scheduled to be held on                 , 2023, at                  (São Paulo time), exclusively digitally and remotely and deemed as taking place at the Boa Vista headquarters, located at Avenida Tamboré, 267, 15^th floor, 151A, Torre Sul, Edifício Canopus Corporate Alphaville, Barueri, São Paulo, CEP 06460-000, Brazil.

Purpose of the BV Special Meeting

The BV Special Meeting will consider and vote on:

 

•

the ratification of the appointment of the appraiser hired to produce the Valuation Report;

 

•

the approval of the Valuation Report;

 

•

the waiver of the obligation of EFX Brasil to list its shares on the Novo Mercado under Article 46 of the Novo Mercado Regulation;

 

•

the approval of the Merger of Shares Protocol; and

 

•

the approval of the Merger of Shares.

Quorum for Installation

The BV Special Meeting will be installed on first call if 25% of the issued and outstanding BV Common Shares are present, in person or by proxy.

If the attendance requirement is not met for the BV Special Meeting on first call, the BV Special Meeting will be reconvened at a date and time, at least eight calendar days after the date and time scheduled for the BV Special Meeting on first call. The BV Special Meeting will be installed on second call with any percentage of holders present at the meeting following second call, in person or by proxy.

Required Vote

Approval of each of the items on the agenda for the BV Special Meeting requires the affirmative vote of holders representing a majority of the BV Common Shares currently outstanding, with the exception of the waiver of the obligation of EFX Brasil to list its shares on the Novo Mercado under Article 46 of the Novo Mercado Regulation, which must be approved by the majority of the BV Common Shares present at the meeting, in accordance with Article 46 of the Novo Mercado Regulation.

Shareholders Entitled to Attend the BV Special Meeting and to Vote

Holders of BV Common Shares on the date of the BV Special Meeting are entitled to attend the BV Special Meeting and vote on the items set forth on the agenda, in accordance with the Brazilian Corporations Law, as long as they have timely provided the appropriate documentation required by Boa Vista at the time of the call notice to the BV Special Meeting. There is no record date for purposes of determining direct holders of BV Common Shares entitled to attend the BV Special Meeting or to vote.

 

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Solicitation of Proxies

Boa Vista intends to use distance vote ballots (boletim de voto a distância) so that shareholders may exercise their voting rights at the BV Special Meeting without having to be present at the meeting. In addition, holders of BV Common Shares can still be represented by proxy in accordance with the Brazilian Corporations Law.

Manner of Voting

Under Brazilian law, in order to vote at the BV Special Meeting, a holder of BV Common Shares must either vote at the BV Special Meeting or submit its vote through a distance vote ballot.

Voting in Person

A holder of BV Common Shares electing to vote in person must attend the BV Special Meeting in person and vote its shares or appoint another shareholder, an executive officer of Boa Vista, a financial institution or an attorney as its attorney in fact, and that appointed person must attend the BV Special Meeting in person and vote the holder’s BV Common Shares.

Holders of BV Common Shares wishing to attend the BV Special Meeting that hold shares through the Fungible Custody of Registered Shares of the Stock Exchange (Custódia Fungível de Ações Nominativas das Bolsas de Valores) must provide a statement containing their corresponding equity interest in Boa Vista dated two business days before the date of the delivery of documents to Boa Vista.

Under Brazilian law, the holder of BV Common Shares may be required to show documents proving the holder’s identity to gain admittance to the BV Special Meeting, provided the holder is entitled to attend the BV Special Meeting. If the holder appoints an attorney-in-fact to vote on the holder’s behalf at the BV Special Meeting, that person will be required to show copies of the documents that grant him or her powers of representation. The person acting on the holder’s behalf must be appointed to that purpose for less than one year prior to the date of the BV Special Meeting. The power of attorney must be deposited at the headquarters of Boa Vista no later than 48 hours before the occurrence of the BV Special Meeting and may be revoked in accordance with Brazilian law.

Distance Voting

Holders of BV Common Shares may exercise their voting rights at the BV Special Meeting by using distance vote ballots (boletim de voto a distância), in which they convey voting instructions for the completion of the ballot of remote vote through the respective custodian agents, in case they provide said services.

The service of collection and transmission of instructions and completion of vote may be provided also by Itaú Corretora de Valores S.A., the bookkeeping agent of the BV Common Shares, by means of an electronic platform. For such purpose, the holder may register via the email “atendimentoescrituracao@itau-unibanco.com.br.”

Furthermore, holders of BV Common Shares will be allowed to exercise the voting rights by means of the distance vote ballots directly by sending the identification documents to Boa Vista at the email address ri@boavistascpc.com.br.

The distance vote ballots, accompanied by the respective documentation, will be considered in the order received within up to seven days before the date of the BV Special Meeting. Boa Vista will inform the holders of BV Common Shares whether the documents received are sufficient so that the vote is considered valid, or the procedures and terms for possible rectification or resend, as necessary.

 

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Withdrawal Rights

Pursuant to Articles 137 and 253 of the Brazilian Corporations Law, if the Merger of Shares is approved at the BV Special Meeting, holders of BV Common Shares that do not vote in favor of the approval of the Merger of Share or who do not attend the BV Special Meeting, and who are holders of record of BV Common Shares on February 9, 2023 the date on which the signing of the Merger Agreement was first publicly announced, and who hold their BV Common Shares through the Closing Date, may exercise withdrawal rights pursuant to Brazilian law and request that Boa Vista purchase the BV Common Shares they held on such date. You cannot exercise these withdrawal rights if you vote in favor of the Merger of Shares. If you have withdrawal rights, your withdrawal rights will lapse 30 days after publication of the minutes of the BV Special Meeting at which the Merger of Shares is approved.

Once the 30-day period for the exercise of your withdrawal rights has expired, you will no longer have any right to compel Boa Vista to redeem your BV Common Shares. The minutes of the BV Special Meeting will be published in the newspapers in which Boa Vista customarily publishes its notices on the business day following the BV Special Meeting. On the business day following the BV Special Meeting, Boa Vista expects to disclose a notice Material Fact with the CVM related to the approval of the Merger of Shares. This publication will constitute your sole notification regarding the commencement of the period to exercise your withdrawal rights. If you notify Boa Vista that you wish to exercise your withdrawal rights, such request will be irrevocable.

To exercise its withdrawal rights, a shareholder holding shares in custody with Itaú Corretora de Valores S.A., the transfer agent for the BV Common Shares, must appear, personally or through an attorney-in-fact, at any office of Itaú Corretora de Valores S.A., during the 30-day period for the exercise of its withdrawal rights, complete a form related to the exercise of the withdrawal rights, which is available in those offices, and surrender certified copies of the documents listed below:

 

•

Individuals: Individual Taxpayers’ Register, Identity Card and current evidence of address (issued within the previous two months).

 

•

Legal Entities: National Corporate Taxpayers’ Register, bylaws/articles of association and corresponding amendments, as well as documents related to the partners/legal representatives (act of appointment, Individual Taxpayers’ Register, Identity Card and current evidence of address).

Shareholders represented by attorneys-in-fact must surrender the documents described above and the respective public power of attorney which will grant special powers to the attorney-in-fact authorizing him or her to exercise, on behalf of the grantor, the withdraw rights and request the reimbursement for the shares.

Shareholders holding shares through the Fungible Custody of Registered Shares of the Stock Exchange must exercise their withdrawal rights through their custody agents.

 

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COMPARATIVE PER SHARE MARKET INFORMATION OF EFX AND BOA VISTA

The following table presents trading information for EFX Common Shares on the NYSE and BV Common Shares on the B3 on February 9, 2023, the last trading day before the date of the public announcement of the execution of the Merger Agreement.

 

		EFX												Boa Vista
Price per share as of February 9, 2023		High				Low				Close				High				Low				Close
In US$ (1)			218.84				204.53				206.73				1.48				1.44				1.46
In R$ (2)			1,141.71				1,067.05				1,078.53				7.70				7.53				7.60

 

(1)	Boa Vista share prices quoted in R$ have been converted into US$ at the Reference Rate.

(2)	EFX share prices quoted in US$ have been converted into R$ at the Reference Rate.

You are urged to obtain current market quotations for EFX Common Shares and BV Common Shares before making an investment decision.

Because the exchange ratios will not be adjusted for changes in the market price of EFX stock or BV Common Shares, the value of EFX BDRs or EFX Brasil Common Shares that you may receive as Share Consideration may vary significantly from the market value of the EFX BDRs or EFX Brasil Common Shares that you would have received if the Transaction had been consummated on the date of the Merger Agreement or on the date of this prospectus.

EFX Common Shares trade on the NYSE under the ticker symbol “EFX.” BV Common Shares trade on the Novo Mercado segment of the B3 under the symbol “BOAS3.” The EFX Brasil Common Shares are not and will not be listed or quoted on any securities exchange.

 

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COMPARATIVE HISTORICAL PER SHARE INFORMATION OF BOA VISTA AND PRO FORMA PER SHARE INFORMATION OF EFX BRASIL

The tables below summarize the per share information for Boa Vista on a historical basis and for EFX Brasil on an unaudited pro forma combined basis reflecting the Transaction. You should read the information below together with the financial statements and related notes of Boa Vista and EFX Brasil appearing elsewhere in this prospectus and the Unaudited Pro Forma Financial Information included under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” You should not rely on this historical or pro forma information as being indicative of the historical results that would have been achieved had the companies always been combined or of the future results of EFX Brasil. The historical net book value per share is computed by dividing total shareholders’ equity by the number of shares outstanding at the end of the period, excluding any shares held in treasury. The unaudited pro forma combined earnings per share value is computed by dividing pro forma earnings from continuing operations available to holders of EFX stock by the pro forma weighted average number of shares outstanding. The unaudited pro forma combined net book value per share is computed by dividing total pro forma shareholders’ equity by the pro forma number of shares outstanding at the end of the period. The presentation of the unaudited pro forma per share data of EFX Brasil below assumes that all Boa Vista shareholders elect to redeem their shares in their entirety for Class A EFX Brasil Redeemable Shares.

Per Share Data of Boa Vista

 

		For the nine months ended September 30,								For the year ended December 31,
		2022								2021
		(US$) (1)				(R$)				(US$) (1)				(R$)
Net Book value per share			0.80				4.16				0.74				3.86
Basic earnings per share			0.06				0.3374				0.06				0.3320
Diluted earnings per share			0.06				0.3347				0.06				0.3290
Dividends declared per share			—				—				0.01				0.08

 

(1)

Solely for the convenience of the reader, certain Brazilian real amounts have been translated into U.S. dollars at the Reference Rate. The U.S. dollar equivalent information presented in this prospectus is provided solely for the convenience of investors and should not be construed as implying that the amounts in reais represent, or could have been or could be converted into, U.S. dollars at such rate or any other rate.

Pro Forma Per Share Data of EFX Brasil

 

		For the year ended December 31,
		2022
		(US$)(1)				(R$)
Book value per share			91.95				486.08
Basic earnings per share			4.24				22.39
Diluted earnings per share			4.24				22.39
Dividends declared per share (2)			1.06				5.60

 

(1)

Solely for the convenience of the reader, certain Brazilian real amounts have been translated into U.S. dollars at the Reference Rate. The U.S. dollar equivalent information presented in this prospectus is provided solely for the convenience of investors and should not be construed as implying that the amounts in reais represent, or could have been or could be converted into, U.S. dollars at such rate or any other rate.

(2)	Assumes a dividend of 25% of distributable annual adjusted net profits in accordance with the dividend policy to be adopted by EFX Brasil. See “The Transaction — Dividend Information.”

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following Unaudited Pro Forma Financial Information, comprising the Pro Forma Statement of Financial Position and the Pro Forma Statement of Operations, present the pro forma financial statements of EFX Brasil as of and for the year ended December 31, 2022 after giving effect to the Transaction.

On February 9, 2023, EFX, EFX Brasil and Boa Vista entered into the Merger Agreement, pursuant to which, among other things, the parties intend to implement the Merger of Shares, which will result in: (i) each share of Boa Vista (except shares held by EFX Brasil) being exchanged for one mandatorily redeemable preferred share, with no par value, issued by EFX Brasil according to the redemption option chosen by the shareholders of Boa Vista; and (ii) Boa Vista becoming a wholly-owned subsidiary of EFX Brasil.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, each BV Common Share issued and outstanding immediately prior to the consummation of the Transaction (except shares held by EFX Brasil) will be exchanged, at the election of each Boa Vista shareholder, for either (i) one Class A EFX Brasil Redeemable Share, (ii) one Class B EFX Brasil Redeemable Share or (iii) one Class C EFX Brasil Redeemable Share and, together with Class A EFX Brasil Redeemable Shares and Class B EFX Brasil Redeemable Shares, together the New EFX Brasil Redeemable Shares. Immediately thereafter, each New EFX Brasil Redeemable Share will be redeemed, subject to certain adjustments to account for inflation, the EFX Brasil Share Cap, the Adjustment Formula and any Cumulative Expected Post-Signing Litigation Loss as set forth in the Merger Agreement, as follows: (i) each Class A EFX Brasil Redeemable Share will be redeemed for a cash payment of R$8.00; (ii) each Class B EFX Brasil Redeemable Share will be redeemed for: (a) a cash payment of R$7.20; and (b) delivery of a fraction of a EFX BDR, with each EFX BDR representing one share of EFX Common Shares equal to the EFX Class B Exchange Ratio; or (iii) each Class C EFX Brasil Redeemable Share will be redeemed for: (a) a fraction of an EFX Brasil Common Share equal to the EFX Brasil Exchange Ratio; and (b) a payment of R$2.67, which will, at the option of the relevant shareholder, be paid for in either (i) cash or (ii) a fraction of an EFX BDR equal to the EFX Class C-1 Exchange Ratio.

Under the terms and subject to the conditions set forth in the Merger Agreement, at closing, Boa Vista and EFX Brasil will implement the Merger of Shares as of the Closing Date. Boa Vista will become a subsidiary of EFX Brasil. As a result, EFX Brasil will account for the Transaction using the acquisition method of accounting. Accordingly, Boa Vista’s tangible and identifiable intangible assets acquired and liabilities assumed will be recorded at fair value as of the Closing Date, with the excess of the purchase consideration over the fair value of Boa Vista’s net assets recorded as goodwill. The fair values of property and equipment and intangible and other assets acquired and liabilities assumed, have been prepared on a preliminary basis with information currently available. EFX is still reviewing the characteristics and assumptions related to Boa Vista’s assets to be acquired and liabilities to be assumed. Estimates and assumptions are subject to change upon finalization of these preliminary valuations. The completion of the valuation work could result in significantly different depreciation and amortization expenses and balance sheet measurement.

The Pro Forma Statement of Operations for the year ended December 31, 2022 gives effect to the Transaction with Boa Vista as if it had occurred on January 1, 2022. The Pro Forma Statement of Financial Position as of December 31, 2022 gives effect to the Transaction with Boa Vista as if it had occurred on December 31, 2022. The pro forma financial statements are based on the historical audited and unaudited consolidated financial statements of EFX Brasil and Boa Vista. The Pro Forma Financial Information should be read in conjunction with the following:

 

•

the accompanying notes to the Unaudited Pro Forma Financial Information;

 

•

the EFX Brasil Audited Financial Statements and notes thereto;

 

•

the BV Audited Financial Statements and notes thereto; and

 

•

the BV Unaudited Interim Financial Statements and notes thereto.

 

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The Unaudited Pro Forma Financial Information was prepared in accordance with Article 11 of SEC Regulation S-X using the assumptions set forth in the notes to the Unaudited Pro Forma Financial Information. The pro forma adjustments reflecting completion of the Transaction are based upon the acquisition method of accounting in accordance with IFRS as issued by IASB and upon the assumptions set forth in the notes to the Unaudited Pro Forma Financial Information.

The Unaudited Pro Forma Financial Information is presented to reflect the Transaction and does not represent what the combined company’s results of operations would have been had the Transaction occurred on the date noted above, nor do they project the results of operations of EFX Brasil following the Transaction. The Unaudited Pro Forma Financial Information are intended to provide information about the impact of the Transaction as if it had been consummated earlier. The pro forma adjustments are based on available information and certain assumptions that management believes are factually supportable and are expected to have a continuing impact on EFX Brasil’s results of operations, with the exception of certain non-recurring charges to be incurred in connection with the Transaction.

The pro forma adjustments included in these Unaudited Pro Forma Financial Information are subject to modification as additional information becomes available and as additional analyses are performed depending on changes in the fair value of EFX BDRs interest rates, changes in foreign currency rates, and the final fair value determination of the assets acquired and liabilities assumed. The final allocation of the total purchase accounting will be determined after the completion of thorough analyses to determine the fair value of Boa Vista’s tangible and identifiable intangible assets acquired and liabilities assumed as of the Closing Date.

 

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EQUIFAX DO BRASIL, S.A.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2022

(Brazilian Reais In Thousands, Except Per Share Amounts)

 

						Notes 2 and 5				Note 4
		Historical Equifax Brasil				Historical Adjusted BVS (1)				Transaction Adjustments				Notes		Pro Forma
Net revenue from services			—				857,664				—						857,664
Cost of providing services			—				(380,291	)			(21,289	)		4(a)			(401,580	)
Gross profit / (loss)			—				477,373				(21,289	)					456,084
Operating expenses:
Selling expenses			—				(69,864	)			(56,357	)		4(a)			(126,221	)
General and administrative expenses			(3,353	)			(198,791	)			16,578			4(a), 4(c)			(185,566	)
Fair value gains/(losses) on equity investments at FVPL			66,709				—				(66,709	)		4(b)			—
Other income / (expenses)			14,550				—				(14,117	)		4(b)			433
Operating profit / (loss)			77,906				208,718				(141,894	)					144,730
Other income (expense):
Finance income			398				133,348				—						133,746
Finance costs			(889	)			(25,771	)			—						(26,660	)
Profit / (loss) before income tax			77,415				316,295				(141,894	)					251,816
Income tax expense			(25,387	)			(80,179	)			48,244			4(d)			(57,322	)
Profit / (loss) for the period			52,028				236,116				(93,650	)					194,494
Net income per common share:
Basic and diluted (2)		$	2.36											4(g)			22.39
Weighted-average shares used in computing basic and diluted net income per common share:
Basic and diluted (2)			8,686,655											4(g)			8,686,655

 

(1)	Historical Adjusted BVS statement of operations is for the twelve months ended September 30, 2022. Refer to Note 2.

(2)

Basic and diluted shares for EFX Brasil are reflective of EFX Brasil common shares outstanding as of December 31, 2022 upon the completion of the legal transformation of the corporate structure pursuant to Brazilian corporate laws. Refer to Note 8 within the EFX Brasil financial statements. For the purposes of this pro forma statement of operations, it is assumed that all BVS selling shareholders elect to receive Class A New EFX Brasil Redeemable Shares to be settled in cash outlined in Note 1.

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

 

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EQUIFAX DO BRASIL, S.A.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION

AS OF DECEMBER 31, 2022

(Brazilian Reais In Thousands, Except Per Share Amounts)

 

		Historical Equifax do Brasil				Notes 2 and 5 Historical Adjusted BVS (1)				Note 4 Transaction Adjustments				Notes				Pro Forma
ASSETS
Non-current assets
Accounts receivable			—				8,867				—								8,867
Judicial deposits			—				25,248				—								25,248
Indemnification assets			—				804				—								804
Other tax assets			—				480				—								480
Deferred income tax and social contribution			—				50,374				—								50,374
Property and equipment			—				22,572				—				1				22,572
Intangible assets			—				678,051				982,484				1, 4	(e)			1,660,535
Goodwill			—				266,049				1,394,140				1				1,660,189
Financial assets at FVPL			386,950				—				(384,374	)			1, 4	(b)			2,576
Long-term prepaid expenses			1,120				—				—								1,120
Total non-current assets			388,070				1,052,445				1,992,250								3,432,765
Current assets:
Cash and cash equivalents			3,541				1,344,259				—				1				1,347,800
Accounts receivable			—				129,902				—								129,902
Current tax assets — Income tax and social contribution			—				18,154				—								18,154
Other tax assets			—				19,259												19,259
Prepaid expenses			13				16,978				—								16,991
Dividends receivable and other current assets			12,480				3,581				(11,411	)			4	(b)			4,650
Total current assets			16,034				1,532,133				(11,411	)							1,536,756
Total assets			404,104				2,584,578				1,980,839								4,969,521
LIABILITIES
Non-current liabilities:
Lease liability			—				10,412				—								10,412
Payables for business combinations			—				4,248				—								4,248
Provisions			—				26,910				—								26,910
Provisions — taxes payable			5,350				36,960				—								42,310
Deferred tax liabilities			120,691				—				213,354				4(b), 4	(d)			334,045
Other non-current liabilities			2				—				—								2
Borrowings			6,718				—				—								6,718
Total non-current liabilities			132,761				78,530				213,354								424,645
Current liabilities:
Accounts payable to suppliers			—				49,097				—								49,097
Lease liability			—				4,691				—								4,691
Debentures			—				16,263				—								16,263
Payables for business combinations			—				66,035				—								66,035
Advances from customers			—				2,955				—								2,955
Taxes payable							12,838												12,838
Other payables			19				5,683				—								5,702
Provisions			2,435				10,271				—								12,706
Employee benefit obligations			34				123,013				—								123,047
Other current liabilities			1,934				—				27,202				4	(c)			29,136
Total current liabilities			4,422				290,846				27,202								322,470
EQUITY
Share capital			26,441				1,715,269				2,118,960				1				3,860,670
Retained earnings			240,375				331,088				(209,832	)			1, 4 4	(f),  (b)			361,631
Other reserves			105				168,845				(168,845	)			1, 4	(f)			105
Total equity			266,921				2,215,202				1,740,283								4,222,406
Total liabilities and equity			404,104				2,584,578				1,980,839								4,969,521

 

(1)	Historical Adjusted BVS statement of financial position is as of September 30, 2022. Refer to Note 2.

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

 

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