The information below was derived from Minerva audited financial statements for the year ended on March 31, 2023, prepared in accordance with IFRS.
|March 31, 2023|
|(in millions of reais )|
|Cash and cash equivale||6,374|
|Loans and Financing (current)||2,255|
|Loans and Financing (long term)||11,823|
|Total Capitalization (1)||20,985|
(1) Total capitalization equals the sum of total debt and shareholders´ equity.
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 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.