» Purpose

To contribute for the development of the software national industry and Information Technology (IT) Services, so as to:

significantly expand the participation of national companies in the internal market; 

promote their export growth; 

strengthen the sector P&D process and innovation; 

foment quality improvement and the certification of products and services associated with the sector; 

promote growth and internationalization of national companies of the sector; 

promote sector consolidation; 

promote the dissemination and increasing use of national software in Brazil and abroad; 

strengthen the Brazilian operations of software and IT service multinational companies which develop technology in Brazil and/or use the country as an export platform  

Eligible for financing are investments and business plans of software and information technology service companies headquartered in Brazil, the commercialization in the internal market and exports within the scope of the following sub-programs: 
PROSOFT - Company;
PROSOFT- Commercialization; and 
PROSOFT- Export  


» PROSOFT - Company

Support, in the form of financings or subscription of securities, for the carrying of investments and business plans of software producing companies and suppliers of IT services.


» Clients

Companies with headquarters and administration in Brazil, with activities related to the software productive chain in Brazil, in its different modalities, that is: 

development of product/package , bundled software, customized product, software components; or 

rendering of information technology services (consulting, development of customized software, implementation, integration, training, support, maintenance, etc), IT outsourcing (data centers etc) or ITES-BPO (IT Enabled Services - Business Process Outsourcing, including call centers, contact centers and others). 


» Types of Financial Support

Non-automatic direct and indirect.

For direct operations, companies may either hire Sociedade SOFTEX to provide advice on how to structure the Business Plan (Sociedade SOFTEX is in charge of forwarding the plan to the BNDES and is not required to pay the BNDES’ Study Committee fee); or send the Business Plan directly to the BNDES, paying the BNDES’ Study Committee fee.


» Items Eligible for Support

investments in new machines and equipment, including industrial packages and systems produced in Brazil and accredited with BNDES; 

importation of new equipment, without national similar, certified by means of report on Non-existence of National Similar, issued by the Department of Foreign Trade Operations - Decex, of the Foreign Trade Secretariat - Secex, linked to the Ministry of Development Industry and Foreign Trade - MDIC; 

expenses resulting from the internationalization of imported equipment, provided that they do not imply foreign currency remittance; 

investment in infrastructure, including civil works destined to implementation, relocation, reform and/or expansion of facilities; 

expenses with management and technological capacitation, training, certification; 

acquisition of BNDES accredited national software and related services, and expenses with rental of national software (ASP); 

research and development of new products, processes and services; 

expenses with commercialization and marketing; 

expenses with assistance or consultancy for audits, corporate restructurings, implementation and/or maintenance of corporate governance practices and strategic planning; 

expenses with interest during grace period and working capital, provided that associated with the investment project; 

implementation and/or expansion of activities abroad, only in those cases where the accumulation of profits is within the national territory and provided that related to software or IT service exportation; 

restructuring operations (financial and corporate) of Brazilian companies under national shareholding control, including mergers and acquisitions of other companies and/or client portfolios, carried out, preferably, by means of variable income instruments. 


» Conditions for Financing Operations

Value of Financing: R$ 1 million and above;

BNDES Participation:  

Up to 100% of eligible items: if the Business Plan is under the guidelines of the Production Development Policy (PDP) for the software and related IT services sector, or up to 85% of eligible items, in any other case.

Investments of companies proven to have investments or planning to invest simultaneously in the 3 purposes below, all related to the PDP guidelines, may receive up to 100% of the BNDES’ participation:
1. International insertion; 
2. Technological qualification; 
3. Business consolidation; 

Regarding the Business Plans for investments in IT Enabled Services – Business Process Outsourcing (ITES-BPO) in particular, the BNDES' participation will be:
1 - up to 85% of the total eligible items in Business Plans earmarked to invest in software development, IT service rendering or outsourcing activities, together with the ITES-BPO activities;
2 - limited to the maximum percentage set by the BNDES Operational Polices for BNDES Finem, when the investments are earmarked exclusively for the ITES-BPO activities, not related to other initiatives seeking to develop new IT services or technologically enhance activities. 

Interest Rate:  

· Direct = Financial Cost + BNDES Basic Spread 
· Indirect = Financial Cost + BNDES Basic Spread + Accredited Financial Institution Spread 

The Financial Cost and BNDES Basic Spread shall follow the below table, while the Accredited Financial Institution Spread, in indirect operations, shall be negotiated between the Institution and the client. 

(1) There may be application of currency basket, according to the Currency Basket.
(2) TJ-462 - Interest Rate Provisional Measure 462 = Long Term Interest Rate + 1.0% p.a.
(3) The Credit Risk Rate will be of up to 3.57% p.a., in proportion to the credit risk of the Client.

» Term of Loan

Grace and amortization periods shall be determined in view of the company and project economic group payment capacity. 


» Guarantees and Collaterals

Non-Automatic Indirect Operations: negotiated between the accredited financial institution and the client; 

Direct Operations: 

- Financings up to BRL 10 million: bail bond by controlling partners; and 

- Financings above BRL 10 million: defined during the operation analysis. 

See: Collaterals


» Specific Criteria

In direct operations, as of the operation contracting with BNDES, the beneficiary must have its annual financial statements audited by an Independent External Auditor duly registered with the Brazilian Securities and Exchange Commission [CVM]. 

At BNDES discretion, in guaranteed direct financing operations, only upon bails bond of controlling shareholders: 

- Premium for Anticipated Settlement: a premium shall be due to BNDES equivalent to 30% of the outstanding balance, in case the beneficiary anticipates the pay-off of the contract; 
- Corporations: it shall be required to transform the company into a corporation; and 

- Right of First Refusal: the controlling shareholders shall bind to grant the right of first refusal to BNDES, in the issue of any securities convertible into shares and in capital increases of the beneficiary and its subsidiaries, in case of admission of third party investors. 


» Conditions for Venture Capital Operations

Contribution Amount: R$ 1 million and above; 

BNDES participation in corporate capital: up to 40% of total corporate capital; 

Redemption Fund: the redemption fund of BNDESPAR shares shall be constituted with company profit. 

Specific criteria: it shall not be required drag along; the commitment of capital opening shall only be required from large companies within 5 (five) years after capital contribution. 


» Expiration Date

July 31st, 2012


» Application

The applications for support shall be submitted to BNDES by means of a Business Plan, where company characteristics shall be described, its business strategy and its investment plan. The Business Plan must be forwarded directly or through the SOFTEX Society or through one of BNDES accredited financial institutions, to: 

Banco Nacional de Desenvolvimento Econômico e Social - BNDES
Área de Planejamento-AP
Departamento de Prioridades-DEPRI
Av. República do Chile, 100 - Protocolo - Térreo
20031-917 - Rio de Janeiro, RJ

The applications for direct support forwarded through the SOFTEX Society shall be exempt from payment to BNDES of the study fee.