SEC Form SC 13D filed by Companhia Brasileira de Distribuicao

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. __)*

COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
(Name of Issuer)

Common Shares without par value
(Title of Class of Securities)

20440T300**
(CUSIP Number)

Viktoriya Bukina, Director of Legal Operation and Counsel

Casino, Guichard-Perrachon S.A.

123 Quai Jules Guesde

94400 Vitry-sur-Seine

France

+33(0)1 53 65 64 60

with a copy to:

Franck DeVita

Karen Katri

Scott Levi
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
(212) 819-8200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 27, 2024
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

EXPLANATORY NOTE

This Schedule 13D (this “Schedule 13D”) is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by Segisor S.A.S. (“Segisor”), Casino, Guichard-Perrachon S.A. (“Casino”), France Retail Holdings S.à.r.l. (“FRH”), EP Equity Investment III S.à.r.l. (“EP Equity III”), EP Equity Investment S.à.r.l. (“EP Equity”), EP Investment S.à.r.l. (“EP Investment”) and Daniel Křetínský (“Mr. Křetínský”), and relates to the common shares, no par value (“Common Shares”), of Companhia Brasileira de Distribuição (the “Issuer”). The persons making this filing and named in the foregoing sentence are collectively referred to as the “Reporting Persons.”

As disclosed in a Schedule 13G filed with the Securities and Exchange Commission (the “SEC”) on March 10, 2022, Casino, through various controlled entities including Segisor, acquired more than five percent of the Issuer’s outstanding Common Shares prior to the Issuer’s registration in 2020 of the Common Shares under Section 12(b) of the Exchange Act. As such, Segisor and Casino were eligible to file a report on Schedule 13G pursuant to Rule 13d-1(d) under the Exchange Act. Following the sale of a majority stake in Casino to entities ultimately controlled by Mr. Křetinský (namely, FRH, EP Equity III, EP Equity and EP Investment), Mr. Křetinský and such entities are now greater-than-five-percent beneficial owners of the Issuer’s Common Shares. Because FRH, EP Equity III, EP Equity, EP Investment and Mr. Křetinský are not eligible to file a report on Schedule 13G, they are filing this report on Schedule 13D, along with Segisor and Casino, now majority-controlled by them, to report their ownership in the Issuer.

Item 1. Security and Issuer

This Schedule 13D relates to the common shares of the Issuer, a company organized under the laws of the Federative Republic of Brazil. The Issuer’s principal executive offices are located at Av. Brigadeiro Luiz Antonio, 3142 São Paulo, SP 01402-901, Brazil.

Item 2. Identity and Background

Casino directly holds 100% of the equity securities and voting power of Segisor. The principal shareholder of Casino is FRH. The principal shareholder of FRH is EP Equity III. The sole shareholder of EP Equity III is EP Equity. The principal shareholder of EP Equity is EP Investment. The sole shareholder of EP Investment is Mr. Křetínský.

The names of the directors and executive officers of Segisor and EP Investment (each a “Covered Person” and, collectively, the “Covered Persons”) are set forth in Schedule A hereto. Any disclosures herein with respect to the Covered Persons and any additional persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

1, Cours Antoine Guichard

42000 Saint-Étienne

France

The business address of FRH, EP Equity III, EP Equity and EP Investment is as follows:

2, place de Paris

L-2314

Luxembourg

The business address of Mr. Křetínský is as follows:

Parizska 26

110 00 Prague

Czech Republic

The business address of each of the Covered Persons is set forth in Schedule A hereto.

The present principal occupation of Daniel Křetínský and of each of the Covered Persons and the name, principal business and address of the organizations in which such occupation is conducted are set forth in Schedule A.

Item 3. Source and Amount of Funds or Other Considerations

In 1999, Casino acquired Common Shares and preferred shares, without par value (the “Preferred Shares”), of the Issuer, representing on a combined basis 24.5% of the total shares of the Issuer, for €615.3 million (including €183 million of debentures convertible into Preferred Shares). In 2005, Casino entered into an agreement with Grupo Diniz, pursuant to which each of Casino and Grupo Diniz contributed their Common Share holdings to Wilkes Participações S.A. (“Wilkes”), with each entitled to a 50% voting interest in Wilkes. In 2012, Casino became the controlling equity holder of Wilkes, and in 2013 became, directly or indirectly, the sole equity holder of Wilkes. In 2015 and 2016, Casino, through its controlled subsidiaries, acquired additional Preferred Shares of the Issuer for a total of €11 million, resulting in indirect ownership of approximately 41.6% of the total shares of the Issuer. All outstanding Preferred Shares were converted into Common Shares on February 28, 2020. As a result of a series of internal reorganizations in 2022 and 2023, Casino, through its controlled subsidiaries, came to own approximately 40.9% of the Common Shares of the Issuer indirectly through Segisor and an additional wholly-owned subsidiary of Casino. On March 14, 2024, the Issuer implemented a capital increase which diluted Casino’s indirect ownership in the Issuer to approximately 22.5% of the Common Shares of the Issuer.

On March 27, 2024, as part of the financial restructuring of Casino and its subsidiaries, FRH acquired a 57.0% interest in Casino in exchange for an equity contribution of €925 million.

Item 4. Purpose of Transaction

The information set forth in or incorporated by reference in Item 3 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 4.

Segisor and Casino acquired the securities for strategic investment purposes. FRH, EP Equity III, EP Equity, EP Investment and Mr. Křetínský acquired the stake in Casino and its assets, including the Common Shares, for strategic investment purposes.

The Reporting Persons will continuously review their investment in Issuer, and as part of the ongoing financial restructuring of Casino, they intend to eventually dispose of certain or all of Casino’s Latin American assets, including the securities of the Issuer. However, depending on market, economic and industry conditions, their continuing evaluation of the business, strategies, prospects, management, governance, operations, performance, financial matters, capital structure and prospects, market positions, strategic and other transactions of the Issuer, alternative investment opportunities and changes in applicable law and/or regulations and all other factors that may be deemed relevant, the Reporting Persons may from time to time dispose of or acquire additional securities of the Issuer. Subject to market conditions and other factors described in this Schedule 13D, the Reporting Persons may also seek to monetize their securities in the Issuer through various transactions, including, without limitation, derivative transactions or a pledge of their interests in the securities of the Issuer as collateral for liquidity purposes.

Currently, four members of the nine-member board of directors of the Issuer (the “Board”) were appointed or nominated for election by Casino. On January 11, 2024, the shareholders of the Issuer elected (or reelected) nine directors, two of whom were nominated, formally or informally, by Casino. These nine directors are expected to take office on or about April 18, 2024. Casino does not have any contractual or other right (other than its ability to vote the Common Shares reported herein) to appoint directors to the Board or nominate director nominees for election to the Board. The Reporting Persons may and expect that they will engage, including through the directors formally or informally nominated by Casino, in discussions with the Issuer’s management and/or Board, other stockholders of the Issuer and other interested parties that may relate to the business, management, operations (including cost structure), assets, capitalization, financial condition, strategic plans, governance, Board composition and the future of the Issuer. In particular, the Reporting Persons may and expect that they will engage, including through the directors described above, in discussions with the Issuer’s management and/or Board in the Issuer’s ongoing evaluation and determination of how to proceed regarding its listing on the New York Stock Exchange (as previously disclosed by the Issuer), in light of its non-compliance with the exchange’s rules for failure to meet the $1.00 average closing price requirement. The Reporting Persons may also in the future consider such other matters described in clauses (a) through (j) of Item 4 of Schedule 13D and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, the Reporting Persons may hold discussions with or make informal recommendations or formal proposals to the Issuer’s management or Board (including any special committees of the Board) and their respective advisors, other holders of the Issuer’s securities, industry analysts, financial sponsors, existing or potential strategic partners, actual or potential sources of capital and other third parties regarding such matters.

Certain of the Reporting Persons (or their subsidiaries) are party to commercial agreements with the Issuer or certain of its subsidiaries. Currently, except as disclosed herein, the Reporting Persons have no plans in respect of these commercial agreements that would involve transactions of the sort described in clauses (a) through (j) of Item 4 of Schedule 13D, and such agreements do not otherwise relate to securities of the Issuer within the meaning of Item 6 of Schedule 13D. The Reporting Persons may from time to time, however, be involved in transactions of the sort described in clauses (a) through (j) of Item 4 of Schedule 13D in connection with these commercial arrangements. Other than as required by Items 4 or 6 of Schedule 13D, the Reporting Persons do not anticipate making any public disclosures in connection with its participation in routine transactions and activities of the Issuer, including under these commercial arrangements, separate and apart from relevant public disclosures by the Issuer.

Item 5. Interest in Securities of the Issuer

The information set forth in rows 7, 8, 9, 10, 11 and 13 on the respective cover pages of this Schedule 13D and the information set forth or incorporated in Items 2 and 3 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.

(a)  and (b):

As of the date of this filing:

The percentage ownerships reported in this Item 5 are based on 490,139,069 Common Shares outstanding as provided by the Issuer to the Reporting Persons.

Each of the Reporting Persons disclaims beneficial ownership in all Common Shares reported herein, except to the extent of its respective pecuniary interest therein.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Item 3 and Item 4 is hereby incorporated by reference in its entirety.

Item 7. Material to be Filed as Exhibits

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 3, 2024

Schedule A

Sole Director of Segisor

Executive Officers and Directors of EP Investment