Material Fact

São Bernardo do Campo, December 12, 2013 – TEGMA GESTÃO LOGÍSTICA S.A. (“Tegma” or “Company”), a leading integrated logistics services company in the new-vehicle transport segment, pursuant to Paragraph 4, Article 157 of Law 6404/1976 and Article 2 of CVM Instruction 358/2002, hereby informs the public, the Brazilian Securities and Exchange Commission (“CVM”), the Securities, Commodities and Futures Exchange – BM&FBOVESPA S.A. (“BM&FBOVESPA”), its shareholders and the market in general of the following:

1. Tegma’s Board of Directors, in a meeting held on this date (“Board of Directors’ Meeting”), approved the second issue of simple, non-convertible, unsecured debentures by the Company, in up to two series, for public distribution with restricted placement efforts. The Company will issue fifteen thousand (15,000) debentures, with nominal unit value of ten thousand reais (R$10,000.00) on the issue date, totaling one hundred and fifty million reais (R$150,000,000.00) (“Issue” and “Debentures”, respectively).

2. The Issue will be carried out in up to two (2) series, of which eight thousand (8,000) debentures of the first series and seven thousand (7,000) debentures of the second series. Interest will be levied on the nominal unit value of the debentures of each series, corresponding to one hundred percent (100%) of the accumulated variation in the average daily Interbank Deposit rates (over extra-grupo), expressed as an annual percentage based on a year of two hundred and fifty-two (252) business days, calculated and disclosed by CETIP in its daily bulletin available on its website ( – “DI Rate”, plus a spread of one point seventy-five percent (1.75%) per year of two hundred and fifty-two (252) business days, from the issue date (inclusive) or date of the last payment of the yield of the debentures of each series (inclusive), whichever the case may be, up to the effective payment date (exclusive), each interval of time succeeding the previous one without interruption. The Debentures mature in five (5) years as of the issue date.

3. The Debentures will be offered through public distribution with restricted placement efforts, pursuant to CVM Instruction 476 of January 16, 2009, as amended, under a firm placement guarantee. Banco Itaú BBA S.A. will be the Lead Manager of the offer, which will be intermediated by Banco Bradesco BBI S.A.

4. The net funds raised by the Issuer with the Issue will be allocated to the management of the Issuer’s business, named: (i) rolling over the Issuer’s debt; and (ii) strengthening the Issuer’s cash flow.

5. This Material Fact is being published exclusively pursuant to CVM Instruction 358, and Paragraph 4, Article 157 of Law 6404 of December 15, 1976, as amended, exclusively for information purposes, and shall not be interpreted and/or considered, for all legal purposes, as material to sell and/or disclose the Debentures.

6. The minutes of the Board of Directors’ Meeting, including the matter approved in its entirely, is filed at the Company’s headquarters and on the websites of the Company (, the CVM ( and BM&FBOVESPA (

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