Minerva’s $500 Million Senior Notes Offering and Tender Offer


Davis Polk advised the initial purchasers in connection with the offering by Minerva Luxembourg S.A., a wholly owned subsidiary of Minerva S.A., of $500 million aggregate principal amount of its 5.875% senior notes due 2028, guaranteed by Minerva 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 7.75% notes due 2023 and subsequent exchange by HSBC Securities (USA) LLC with Minerva Luxembourg of such notes for a portion of the proceeds from the issuance of 5.875% senior notes due 2028.

Minerva is one of South America’s largest producers of protein products, with a focus on the production and sale of chilled and frozen beef, processed protein products, live cattle and beef by-products.

The Davis Polk corporate team included Manuel Garciadiaz (Picture), Drew Glover, Adela Troconis and Matthew M. Funk. Rachel D. Kleinberg and Catherine L. Chu provided tax advice.

Involved fees earner: Manuel Garciadiaz – Davis Polk & Wardwell; Drew Glover – Davis Polk & Wardwell; Adela Troconis – Davis Polk & Wardwell; Matthew Funk – Davis Polk & Wardwell; Rachel Kleinberg – Davis Polk & Wardwell; Catherine Chu – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: Minerva S.A.;

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Author: Ambrogio Visconti.