J&F $485 million exchange offer and consent solicitation
We advised the dealer managers and solicitation agents on the exchange offer
Davis Polk advised the dealer managers and solicitation agents in connection with a Rule 144A / Regulation S exchange offer by J&F Luxembourg Finance S.à r.l. to exchange any and all of the 8.500% senior notes due 2032 issued by its subsidiary, Eldorado Intl. Finance GmbH, for cash and new 8.500% senior notes due 2032. We also advised the dealer managers and solicitation agents with respect to the related solicitations of consents from the holders of the existing notes to amend the indenture governing such notes. The new notes are guaranteed by J&F S.A., Eldorado Brasil Celulose S.A., LHG Mining Ltda. and Flora Produtos de Higiene e Limpeza S.A.
J&F is a privately held company that identifies, acquires and develops businesses with significant value-creation potential. Over several decades, J&F has built the one of the largest family-owned industrial conglomerates in Brazil, with operations in more than 25 countries and an aggregate workforce of approximately 300,000 employees. The company controls a diversified portfolio of businesses operating across a range of industries, including power, food (through JBS N.V. and its subsidiaries), pulp (through Eldorado), iron ore (through LHG Mining), and hygiene and beauty (through Flora).
The Davis Polk capital markets team included partner Manuel Garciadiaz and associate Alexandre Diniz. The tax team included partner Aliza Slansky, counsel Dustin Plotnick and associate Fred (Chen) Fu. Members of the Davis Polk team are based in the São Paulo and New York offices.