The 8.875% senior notes are due 2033

Davis Polk advised the initial purchasers in connection with the offering by Minerva Luxembourg, a wholly owned subsidiary of Minerva, of $100 million aggregate principal amount of its 8.875% senior notes due 2033, guaranteed by Minerva, which constitute an additional issuance of its 8.875% notes due 2033 issued on September 13, 2023. The notes were sold in an offering exempt from registration pursuant to Rule 144A and Regulation S. The net proceeds from the notes issuance will be deposited into escrow to fund a portion of the purchase price for Minerva’s acquisition of certain beef processing assets of Marfrig Global Foods in Brazil, Argentina, Chile and Uruguay.

Minerva is one of the leading Brazilian producers of fresh and frozen beef, industrialized protein products (including beef, pork and poultry), live cattle and cattle by-products, according to data from SECEX. In addition, Minerva is the leading exporter of beef in South America, with an export market share in South America of approximately 20% as of June 30, 2023, based on its export volumes and data from SECEX, Penta-transaction, OCIT and Legiscomex.

The Davis Polk corporate team included Manuel Garciadiaz, Drew Glover and Matt Weaver. Mario J. Verdolini and Charles Collier provided tax advice. Members of the Davis Polk team are based in the São Paulo, Northern California and New York offices.