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Published on 3/1/2021 in the Prospect News Emerging Markets Daily and Prospect News Liability Management Daily.

HSBC begins tender offer for any and all Minerva 6˝% notes due 2026

By Taylor Fox

New York, March 1 – HSBC Securities (USA) Inc. has begun an offer to purchase for cash any and all of Minerva Luxembourg SA’s $1,203,374,000 outstanding 6˝% senior notes due 2026 (Cusip: 603374AD1), according to a news release.

The notes are guaranteed by parent company Minerva SA and Athena Foods SA.

Holders who tender notes prior to the 5 p.m. ET March 12 early tender date will receive the total consideration of $1,062.80 per $1,000 of notes, including an early tender payment of $30 per $1,000 of notes.

Holders who tender notes after the early tender date but before the expiration time will receive the tender offer consideration of $1,032.80 per $1,000 of notes tendered.

The company will also pay interest.

Notes purchased by HSBC at the early settlement date are expected to be exchanged by HSBC to Minerva Luxembourg for a decrease in the proceeds of an issuance of new notes in an international capital markets offering to be paid to Minerva Luxembourg by the initial purchasers of those securities, the release noted.

Notes purchased by HSBC at the final settlement date are expected to be exchanged by HSBC for cash paid by Minerva Luxembourg or any of its affiliates.

The tender offer will expire at 11:59 p.m. ET March 26.

D.F. King & Co., Inc. (212 269-5550, 800 714-3311; minerva@dfking.cm) is the tender and information agent.

Banco BTG Pactual SA-Cayman Branch (212 293-4609), HSBC Securities (USA) Inc. (888 472-2256, 212 525-5552), Itau BBA USA Securities, Inc. (888 770-4828), J.P. Morgan Securities LLC (212 834-6326), Banco Bradesco BBI SA (646 432-6643), Santander Investment Securities Inc. (855 404-3636, 212 940-1442) and XP Investimentos Corretora de Cambio, Títulos e Valores Mobiliarios SA (646 931-0944) are the dealer managers.

Minerva SA is a Barretos, Brazil-based food processor.


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