Published on 10/3/2023 in the Prospect News Emerging Markets Daily.
New Issue: Brazil’s Minerva sells $1 billion of global notes in two passes
Chicago, Oct. 3 – Minerva Luxembourg SA sold $1 billion of notes (BB/BB) in two different deals, initially for $900 million and then a $100 million fungible add-on offering, according to multiple documents.
The 8 7/8% senior notes mature in 2023.
They are guaranteed by parent Minerva SA.
The first offering priced at par and the add-on priced at 100.5.
The notes are callable initially with a Treasuries plus 50 basis points make-whole premium. Starting Sept. 13, 2028 they are callable at 104.438, with annual stepdowns to 102.958 then 101.479 and finally par.
On the initial offering, J.P. Morgan (lead), BB Securities Ltd., BofA Securities, Inc., Banco Bradesco BBI SA, HSBC Securities (USA) Inc., Itau BBA USA Securities, Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Rabo Securities USA, Inc. and XP Investimentos Corretora de Cambio and Titulos e Valores Mobiliarios SA were the bookrunners.
The add-on was sold by J.P. Morgan and Itau BBA.
Proceeds were used to fund a portion of the purchase price to acquire Marfrig Global Foods SA in Brazil, Argentina, Chile and Uruguay.
Minerva SA is a Barretos, Brazil-based food processor.
Issuer: | Minerva Luxembourg SA
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Guarantor: | Minerva SA
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Amount: | $1 billion
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Issue: | Senior notes
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Maturity: | Sept. 13, 2033
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Trustee: | Bank of New York Mellon
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Counsel to issuer: | White & Case LLP, Stocche, Forbes Advogados, NautaDutilh Avocats
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Luxembourg Sarl
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Counsel to underwriters: | Davis Polk & Wardwell LLP, Pinheiro Neto Advogados
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Call features: | Make-whole call until Sept. 13, 2028 at Treasuries plus 50 bps; starting Sept. 13, 2028 at 104.438; starting Sept. 13, 2029 at 102.958; starting Sept. 13, 2030 at 101.479; starting Sept. 13, 2031 at par
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Equity clawback: | Up to 35% at 108.875
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Change of control: | At 101
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Ratings: | S&P: BB
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| Fitch: BB
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Distribution: | Rule 144A and Regulation S
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ISIN: | US603374AH26, USL6401PAM51
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Original
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Amount: | $900 million
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Bookrunners: | J.P. Morgan (lead), BB Securities Ltd., BofA Securities, Inc., Banco Bradesco BBI SA, HSBC Securities (USA) Inc., Itau BBA USA Securities, Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Rabo Securities USA, Inc. and XP Investimentos Corretora de Cambio, Titulos e Valores Mobiliarios SA
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Coupon: | 8 7/8%
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Price: | Par
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Yield: | 8 7/8%
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Settlement date: | Sept. 13, 2023
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Add-on
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Amount: | $100 million
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Bookrunners: | J.P. Morgan and Itau BBA
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Coupon: | 8 7/8%
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Price: | 100.5
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Settlement date: | Sept. 21, 2023
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