Minerva Foods’ $1 Billion Notes Offering

Stocche Forbes and White & Case advised Minerva Foods on the transaction.
Davis Polk & Wardwell and Pinheiro Neto advised the underwriters.

Minerva Luxembourg S.A., a wholly owned subsidiary of Minerva S.A., executed the offering of $1 billion aggregate principal amount of its 4.375% senior notes due 2031, guaranteed by Minerva S.A. and Athena Foods S.A. The notes were sold in an offering exempt from registration pursuant to Rule 144A and Regulation S.

Davis Polk also advised the dealer managers in connection with HSBC Securities (USA) Inc.’s offer to purchase for cash any and all of Minerva Luxembourg’s outstanding 6.500% notes due 2026 and subsequent exchange by HSBC Securities (USA) Inc. with Minerva Luxembourg of such notes for a portion of the proceeds from the issuance of 6.500% senior notes due 2031.

Minerva is one the leading Brazilian producers of fresh and frozen beef, industrialized protein products (including beef, pork and poultry), live cattle and cattle by-products (including treated leather and offal) according to data from SECEX. In addition, Minerva is the leading exporters of beef in South America, with an export market share in South America of 18% as of December 31, 2020, based on its export volumes and data from SECEX, Penta-transaction, OCIT and Legiscomex.

The Davis Polk corporate team included Manuel Garciadiaz (Picture) and Cesar Fischer. Po Sit and Eitan Ulmer provided tax advice. Members of the Davis Polk team are based in the São Paulo and New York offices.

In Brazil, Pinheiro Neto advised the underwriters with Fernando S. Dos Santos Zorzo, Fábio Moretti de Góis and  Letícia Fonseca Marcondes Venancio.

In Brazil Stocche Forbes advised Minerva with Henrique Bonjardim Filizzola, Ingrid Hessling, Ravel Tambuque Carvalho and Leonardo de Carvalho García.

White & Case also advised Minerva on the transaction.

Involved fees earner: Cesar Fischer – Davis Polk & Wardwell; Manuel Garciadiaz – Davis Polk & Wardwell; Po Sit – Davis Polk & Wardwell; Eitan Ulmer – Davis Polk & Wardwell; Ravel Tambuque Carvalho – Lefosse; Fernando dos Santos Zorzo – Pinheiro Neto; Fábio Moretti de Góis – Pinheiro Neto; Henrique Bonjardim Filizzola – Stocche Forbes Advogados; Leonardo de Carvalho Garcia – Stocche Forbes Advogados; Ingrid Thomas Hessling – Stocche Forbes Advogados;

Law Firms: Davis Polk & Wardwell; Lefosse; Pinheiro Neto; Stocche Forbes Advogados;

Clients: Banco BTG Pactual S.A. – Cayman Branch; Bradesco BBI; HSBC Securities; Itaú BBA USA Securities; J.P. Morgan Securities LLC; Minerva S.A.; Santander Securities ; XP Investimentos SA;

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