Bonds / Debentures

Bonds and Debentures
Bond and Debenture Issues
Current Issues Amount in millions (US$/R$) Remuneration Issue Maturity Rating
Bonds
Bond 2028 US$ 500 5,875% 5/12/2017 19/01/2028 BB- / BB- (S&P/Fitch)
Bond 2031 US$ 1.000 4,375% 03/03/2021 18/03/2031 BB / BB (S&P / Fitch)
Bond Retap 2031 US$ 400 4,375% 06/07/2021 18/03/2031 BB / BB (S&P / Fitch)
Debentures
7 Issue R$ 500 IPCA + 4,50% a.a.  11/22/2019 12/12/2024 brAA+ pela S&P
8 Issue – 1 Serie R$ 400 IPCA + 5,75% a.a.  05/22/2020 05/13/2025 brAA+ pela S&P
8 Issue – 2 Serie R$ 200 CDI + 5,40% a.a. 05/22/2020 05/13/2026 brAA+ pela S&P
9 Issue R$ 600 IPCA + 5,40% a.a 06/15/2020 06/12/2025 brAAA pela S&P
10 Issue – 1 Serie R$ 1.200 IPCA + 4,55% a.a 04/19/2021 04/19/2028 ‘brAAA (sf)’ pela S&P
10 Issue – 2 Serie R$ 400 IPCA + 4,37% a.a.  04/19/2021 04/19/2031 ‘brAAA (sf)’ pela S&P
11 Issue  R$ 400 CDI + 1,60% a.a. 21/10/2021 21/10/2026 ‘brAAA (sf)’ pela S&P

 

Capitalization

The information below was derived from Minerva audited financial statements for the year ended on March 31, 2022, prepared in accordance with IFRS.

March 31, 2022
(in millions of reais)
Cash and cash equivale 5,289
Loans and Financing (current) 1,421
Loans and Financing (long term) 10,366
Shareholders´equity 525
Total Capitalization (1) 17,601

(1)Total capitalization equals the sum of total debt and shareholders´ equity.

 

Capitalization History:

On January 2007, Minerva, through its wholly owned subsidiary Minerva Overseas Ltd., raised US$200 million through an international issue of bonds due on February 1, 2017 (repayment of principal after ten years) with a coupon of 9.5% per annum and semiannual payments in February and August of each year. With the issue Minerva agreed to several restrictive commitments with the bondholders, including not contracting debt above a specific limit and not paying dividends in excess of 50% of adjusted net income in the fiscal year.

In January 2009, through its wholly-owned subsidiary Minerva Overseas II Ltd., Minerva raised US$250 million with the issue of securities abroad; these debt securities mature on November 26, 2019 (principal maturing in 10 years) and have a coupon rate of 10.785% per year, with payments made on a half-yearly basis, in February and August.

In July 2010, Minerva raised R$200 million through a debenture-issue agreement maturing in July 2015.

In August 2011, Minerva raised R$190 million through a issue debenture mandatorily convertible agreement maturing in August 2015.

In February 2012, the Company successfully raised US$ 350 million through an international notes issue due in February 2022 with a coupon of 12.250% per year. Demand for Minerva’s notes was five times higher than the initial offering, confirming the market’s confidence in the company’s long term fundamentals and strategy. In March 2012 the company made the Re-Tap operation and raised another US$ 100 million to a total US$ 450 million.

On June 20, 2012, the Company carried out a public offering of non-convertible debentures, with restricted placement efforts, pursuant to CVM Instruction 476, in the amount of R$450.0 million, maturing on January 20, 2022. The debentures bear interest at a rate of 16.95% per annum. The funds were allocated to the Company’s investment plan.

On October 29, 2012, the Company’s Board of Directors approved a public offering of the primary and secondary distribution of the Company’s shares (“Offering”). Under the Offering, the Company issued a total of 37,500,000 new common shares and sold 7,500,000 common shares held by the shareholder VDQ Holdings S.A., at the price of eleven Brazilian reais (R$11.00) per share. At the Meeting of the Board of Directors held on November 28, 2012, approval was granted for an increase in the Company’s capital stock in the amount of four hundred and twelve million, five hundred thousand Brazilian reais (R$412,500,000.00). On December 28, 2012, as part of this Offering, Banco de Investimentos Credit Suisse (Brasil) S.A. (“Stabilizing Agent”) partially exercised the option provided by the Company for the distribution of a supplementary allotment of 262,900 shares, in order to meet the excess demand during the Offering (“Over-Allotment Option”) resulting in a total of 37,762,900 shares issued by the Company, in the amount of R$415,391,900.00.

On December 28, 2012, in the scope of the aforementioned Offering, Banco de Investimentos Credit Suisse (Brasil) S.A. (“Stabilizing Agent”) partially exercised the option granted by the Company for the distribution of an additional block of 262,900 Shares, in order to meet the surplus demand verified during the Offering (“Supplemental Share Option”), resulting in a total of 37,762,900 Shares issued by the Company, in the amount of R$415,391,900.00.

On January 17, 2013, the company announced a new notes issue in the total amount of US$850,000,000.00, at 7.75% p.a., which was concluded on February 13, 2013. With the proceeds from the issue, we repurchased US$10,685,000 of the principal of the 2017 Notes, representing approximately 32% of said outstanding notes, US$317,976,000 of the principal of the 2019 Notes, or approximately 85% of said outstanding notes, and US$320,137,000 of the principal of the 2022 Notes, or approximately 71% of said outstanding notes. The notes were placed in the international market and were offered only to qualified institutional investors, resident and domiciled in the United States, in compliance with Rule 144A, issued by the Securities and Exchange Commission, and in other countries, with the exception of Brazil and the United States, in compliance with Regulation S. In August 2014 the company made the Re-Tap operation and raised another US$ 200 million to a total US$ 1,050 million.

On January 18, 2013, the company carried out the early redemption of the total debentures from the First Issue of Simple, Non-Convertible, Unsecured Debentures, with Personal Guarantee, for Public Distribution with Restricted Efforts, in the amount of two hundred and three million, nine hundred and twelve thousand, seven hundred and twelve reais and twenty-four centavos (R$203,912,712.24).

On March 27, 2014, the Company announced the conclusion of an international issue of perpetual notes (“Notes”) worth three hundred million dollars (US$300 million), at eight point seven five percent (8.75%) p.a., through its wholly-owned subsidiary Minerva Luxembourg S.A. The issue is aimed at extending the Company’s average debt term and strengthening its capital structure through a special funding instrument, further diversifying its investor base. The settlement of the transaction occured on April 3, 2014.

On September 8, 2016, the company announced the issue of new Notes totaling US$1,000,000,000.00, paying interest of 6.50% p.a., maturing on September 29, 2016. The proceeds from the issue were allocated to repurchase US$617,874,000 of the principal amount of the 2023 Notes, equivalent to approximately 71.18% of the outstanding 2023 Notes. The Notes were placed on the international market and offered only to qualified institutional investors, resident and domiciled in the United States of America, pursuant to the regulations issued by the Securities and Exchange Commission, specifically “Rule 144A”, and, in the other countries, except for Brazil and the United States of America, pursuant to “Regulation S”. In June 2017 the company made the Re-Tap operation and raised another US$ 350 million to a total US$ 1,350 million.

On October 2, 2017, the Company raised the total amount of R$350 million through the issue of Agribusiness Receipt Certificates by CIBRASEC – Companhia Brasileira de Securitização, backed by the fifth (5th) Issue of Simple Debentures, Not Convertible into Shares, Unsecured, in a Single Series, for Minerva’s Private Placement.

On October 16, 2017, the company carried out the early redemption of the total debentures from the Fourth Issue of Simple, Non-Convertible, Unsecured Debentures, with Personal Guarantee, for Public Distribution with Restricted Efforts, in the amount of one hundred and fifty-five million, seven hundred and sixty-one thousand, four hundred and seventy reais and fifty-seven centavos (R$155,761,470.57).

On December 5, 2017, the Company announced the Issue of New Notes totaling US$500,000,000.00, with interest of 5.875% per year and due in 2028. Part of the earnings were used to repurchase the remaining Notes due in 2023, which paid interest of 7,750% per year. The outstanding amount was used to pay short-term debts. The notes were placed on the foreign market and offered only to institutional and qualified investors pursuant to the rules issued by the Securities and Exchange Commission, specifically Rule 144A for the ones resident and domiciled in the United States of America, and Regulation S for other countries, except Brazil and United States of America.

On December 20, 2018, through a Material Fact, the Company ratified the private capital increase, where, as widely disclosed to the market, the extraordinary shareholders’ meeting of the Company held on October 15, 2018 (“ASE 10.15.2018”) approved the Company’s capital increase in the amount of up to R$1,059,300. 000.00, with the private subscription of up to 165,000,000 new common, nominative, book-entry shares with no par value, at an issue price of R$ 6.42 per share, with the attribution, as an additional advantage to the subscribers of the shares object of the capital increase, of 1 subscription bonus for each new share subscribed (“Capital Increase”). As a consequence of the subscription of the Subscribed Shares, 150,268,698 warrants were issued, in the proportion of 1 warrants for each Subscribed Share (“Warrants”). Each Subscription Bonus entitles its holder to subscribe one common share issued by the Company. The Subscription Bonus may be traded on B3 S.A. – Brasil, Bolsa, Balcão (“B3”) under the trading code “BEEF 11” as of and including December 21, 2018, and may be exercised, also as of and including December 21, 2018, pursuant to specific procedures and deadlines detailed in a notice to shareholders disclosed by the Company on the present date. As a result of the ratification of the partially subscribed Capital Increase, the Company’s capital stock was amended from R$150,431,823.37, divided into 226,418,459 common, nominative, book-entry shares with no par value issued by the Company, to R$1,115,156,864.53, divided into 376,687,157 common, nominative, book-entry shares with no par value.

On April 23, 2019, we announced the 6th Issue of Debentures, non-convertible into shares without collateral in two series, with a total principal amount of R$600.0 million. The first tranche has a combined principal amount of R$400.0 million, maturing on May 15, 2022 with an interest rate of CDI plus 1.80% per year. The second tranche has a combined principal amount of R$200.0 million, maturing on May 15, 2024 with an interest rate of CDI plus 2.0% per year. The second tranche will be amortized in two installments, on May 15, 2023 and May 15, 2024. We use the net proceeds of these debentures to lengthen our debt profile in the normal course of our business.

On November 22, 2019, we announced the 7th Issue of Debentures, non-convertible into shares in one series, with a principal amount of R$500.0 million, maturing on December 12, 2024 and an interest rate of IPCA plus 4.5% annually. We use the net proceeds of these debentures in the development of our agribusiness activities and in the relationship with rural producers in the meat sector and in the scope of our marketing.

On January 23, 2020, through a material fact, we disclosed the public offering of shares, which were approved in a meeting of the Company’s Board of Directors, held on this date, among other resolutions, (i) the price per Share of R$13.00; (ii) the effective increase of the Company’s capital stock, within the limit of authorized capital, in the total amount of R$1,040,000,000.00, through the issuance of 80,000,000 new Company shares, and (iii) the ratification of the Company’s new capital stock, within the scope of the public offering for primary and secondary distribution of common, nominative, book-entry shares, without par value, issued by the Company, all free and clear of any liens or restrictions, with restricted placement efforts, pursuant to CVM Instruction 476 (“Offering”). As a result of the Company’s capital stock increase within the scope of the Offer, the capital stock increased from R$288,492,903.39, divided into 403,686,540 common shares, all nominative, registered and with no par value, to R$1,328,492,903.39, divided into 483,686,540 common shares, all nominative, registered and with no par value. The Shares which are object of the Offering will start trading on B3 S.A. – Brasil, Bolsa, Balcão (“B3”) on January 27, 2020, and the physical and financial settlement of the Shares will take place on January 28, 2020.

On May 22, 2020, we announced the 8th Issue of Debentures, non-convertible into shares without collateral in 2 tranches, with a total principal amount of R$600.0 million. The first tranche has a combined principal amount of R$400.0 million maturing on May 13, 2025. The second tranche has a combined principal amount of R $200.0 million maturing on May 13, 2026. The debentures have a CDI percentage swap, resulting in an interest rate of 160% of the CDI. The net funds from the debentures were used in agribusiness activities and in the relationship with rural producers in the meat industry and trade.

On June 15, 2020, we announced the 9th Issue of Debentures, non-convertible with collateral in one series, with a principal amount of R$600.0 million, maturing on June 12, 2025. The debentures have a percentage swap of the CDI, as a result the final interest rate is 160 % of the CDI rate. The net funds from the debentures were used in agribusiness activities and in the relationship with rural producers in the meat industry and trade.

On March 3, 2021, we announced Bond 2031, concluding on this date an offshore offering of bonds in the total amount of US$ 1.0 billion. The issuance had a demand more than 2.3 times the supply. The bonds, maturing in 2031, were issued with an interest rate of 4.375% p.a. The operation was rated “BB” in foreign currency by Standard & Poors (“S&P”) and Fitch Ratings. The issue is part of the liability management process at Minerva Foods, whose objective is to lengthen the debt profile and reduce the cost of the Company’s capital structure, and will be used in the repurchase process of the 2026 Notes, which have an interest coupon of 6.500% p.a. and mature in 2026, as announced on March 1, 2021. This move represents a reduction of more than 200 bps in the annual cost of this debt, in US dollars.

On April 19,2021, we announced the 10th Issue of simple Debentures, in the amount of R$1.6 billion. The 1st series totaled R$1.2 billion, due in 7 years, at 5.5034% p.a., adjusted by the IPCA consumer price index, and the 2nd series totaled R$400 million, due in 10 years, at 5.5780% p.a., adjusted by the IPCA consumer price index. The Company chose to swap the index, so the instrument’s final cost will be approximately 128% of the CDI rate for both series.

On July 6, 2021, the Company issued the Retap Bond 2031, with an interest rate of 4.375% p.a. and an additional 2031 maturity (originally issued in March 2021), in the aggregate amount of $400 million (“Additional Notes”). A operação recebeu classificação de risco em moeda estrangeira de “BB” pelas agências Standard & Poor’s e Fitch Ratings. The Additional Notes issued are part of Minerva’s liability management process, whose goal is to lengthen the Company’s debt profile and reduce the cost of the Company’s capital structure, and will be used in the prepayment of Company debt and general uses.

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