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 6.500% senior notes due 2026, 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 6.500% senior notes due 2026.

Minerva is one of Brazil’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, Drew Glover and Adela Troconis. Rachel D. Kleinberg and Catherine L. Chu provided tax advice. Members of the Davis Polk team are based in the São Paulo and New York offices.

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