Notice to the Market – Issuance of Notes (Retap Notes 2023) – 08/14/2014


Minerva S.A. (“Company” or “Minerva”), a leader in South America in the production and sale of fresh beef, live cattle and cattle byproducts, with operations also in the beef, pork and poultry processing segments, in compliance with CVM Instruction 358, of January 3, 2002, as amended (“CVM Instruction 358/02”), hereby informs its shareholders and the market in general that it concluded the issuance of US$200 million in notes (“Notes”) in the international market through the reopening of the 2023 Notes (issued in January 2013) through its subsidiary Minerva Luxembourg S.A. (“Issuer”).

The Notes were placed at 105.50% of face value and will pay a semiannual coupon of 7.75% p.a. as of January 2015, resulting in a 6.879% yield to maturity. The Company will provide guarantee for all the Issuer‘s obligations related to this issue.

This issuance is part of the Company‘s liability management strategy, which aims to reduce the cost of debt as well as extend its maturity. The proceeds from the issuance will strengthen the capital structure and will be fully used to pay down short-term debt.

The demand from investors amounted to approximately US$ 1.3 billion, around 6 times the issue amount, which reinforces the markets‘ confidence in the long-term fundamentals of Minerva.

This press release is for informational purposes and does not constitute an offer of securities of the Company. The notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Act”), and are being offered and sold in the United States only to qualified institutional buyers in reliance on Rule 144A under the Act and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Act. This notice to the market does not constitute an offer to sell, or the solicitation of offers to buy, any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Barretos, August 14, 2014

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