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Simpson Thacher Represents Placement Agents in R$1.4 Billion Follow-On Offering of Totvs S.A. on the São Paulo Stock Exchange (B3)

09.27.21

The Firm represented BTG Pactual US Capital, LLC, Itau BBA USA Securities, Inc., Morgan Stanley & Co. LLC, Citigroup Global Markets, Inc., Santander Investment Securities Inc. and UBS Securities LLC, as placement agents, in connection with the follow-on primary offering in Brazil of 39,270,000 common shares of Totvs S.A. (“Totvs”) on the São Paulo Stock Exchange (B3), at a price per share of R$36.75, and raised an aggregate of approximately R$1.4 billion.

The common shares were offered to qualified institutional buyers in the United States under Rule 144A, non-U.S. institutional and other investments outside the United States in reliance on Regulation S, and a limited number of professional investors (as defined in Resolution 30/2021 of the Brazilian Securities Commission, or the CVM) in Brazil. The common shares of Totvs are listed and traded on the B3 under the ticker symbol “TOTS3.”

Totvs is a Latin American technology and software company offering management (including enterprise resource planning (ERP) software), techfin and business performance solutions. With approximately 8,000 employees, Totvs has been in the market for 38 years. It serves more than 65,000 customers across 12 industries ranging from agribusiness to healthcare and retail, located mainly in Brazil but also present in 40 other countries.

The Simpson Thacher team was led by Grenfel S. Calheiros and Paulo F. Cardoso, and included Winnie Loureiro, Isabel de Carvalho and Fabiano Maia (Capital Markets); and Jonathan Cantor and Edward Grais (Tax).