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Brazilian Electric Power Co (NYSE:EBR) announced that its board of directors has approved the call for an Extraordinary General Meeting (EGM) to be held on December 19, 2025. The meeting will ask shareholders to vote on a management proposal to create new classes of preferred shares and amend the company’s bylaws, according to a statement released Monday based on a filing with the U.S. Securities and Exchange Commission.
The proposal includes the creation of four new classes of preferred shares: PNA1, PNB1, PNR, and PNC. The PNA1 and PNB1 shares would have the same rights as existing preferred shares but would also grant holders the right to sell in a public tender offer resulting from a sale of control, without requiring approval at a special meeting of preferred shareholders. The PNR class would be compulsorily redeemable, and the PNC class would be convertible into common shares and redeemable, also with the right to sell in a tender offer in the event of a change of control.
If approved, the proposal would also mandate the conversion of all current preferred shares into the new classes and the compulsory redemption of all PNR shares, as outlined in the management proposal. The changes would further grant holders of common shares the right to sell in a public tender offer following a sale of control, ensure adjustments to the company’s authorized capital, and update several articles in the company’s bylaws to reflect the new share structure and related rights.
The board authorized the executive team to take all necessary steps for the listing and admission to trading of the new PNB1 and PNC shares on B3 S.A. – Brasil, Bolsa, Balcão, as well as the creation and listing of American Depositary Shares (ADSs) representing these shares on the New York Stock Exchange.
All board resolutions related to these matters were approved unanimously. The information is based on a press release statement and a filing with the SEC.
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