Simpson Thacher recently represented Biosev S.A. (“Biosev”) in connection with its R$677.5 million (US$332.2 million) initial public offering registered in Brazil, with international placement efforts to qualified institutional buyers and other non-U.S. persons in reliance on Rule 144A and Regulation S under the Securities Act. The offering related to (i) the issuance of 46,666,667 common shares listed on the Novo Mercado segment of the São Paulo Stock Exchange (“BM&FBOVESPA”) at the price of R$15.00 per common share and (ii) the sale, by Hédera Investimentos e Participações Ltda. (“Hédera”), a subsidiary of the Louis Dreyfus Commodities group, of 37,406,609 put options at the price of R$0.25 per put option, each of which grants to its holder the right to sell to Hédera one common share of Biosev on July 21, 2014 at a price equal to R$16.57, equivalent to R$15.00 plus an estimated premium based on the Certificado de Depósito Interbancário rate over the price per share in the offering until July 21, 2014. The put options are listed and traded on the Derivatives Market of the BM&FBOVESPA. Investors were given the option to subscribe for common shares of Biosev only, or to subscribe for common shares of Biosev and the related put options.
Biosev is a Louis Dreyfus Commodities company and the world’s largest sugarcane processing company in terms of capacity. With the proceeds from the offering, Biosev intends to strengthen its leadership position in the Brazilian and international sugar, ethanol and energy industry, optimize its assets and expand its activities.
Through this innovative transaction with variable and fixed income features, Biosev was the first Brazilian company to offer combined securities designed to afford investors a divestment option with a premium of a pre-negotiated minimum investment return.
The joint bookrunners and the global coordinators of the offering were BTG Pactual, J.P. Morgan, Bradesco BBI, BB Investimentos and Itaú BBA.
The Simpson Thacher team for this transaction included Todd Crider, Grenfel S. Calheiros, Thiago Spercel, Caetano Altafin Cunha and Francesco Giuliano (Corporate – Brazil office); and Robert Holo and Devin J. Heckman (Tax).
