We advised the initial purchasers on the Rule 144A / Regulation S offering

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 $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 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.

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