The Firm represented Morgan Stanley & Co. LLC (“Morgan Stanley”), as the dealer manager, solicitation agent and offeror, in connection with the successful intermediated tender offer for cash and solicitation of consents from holders of the 10.00% Senior Secured Notes due 2025 issued by FS Luxembourg S.à r.l. (“FS Luxembourg”) and guaranteed by FS Indústria de Biocombustíveis Ltda. (“FS Bio”) and FS I Indústria de Etanol S.A., to amend the indenture governing the notes in order to, among other matters, eliminate the collateral package and substantially all of the restrictive covenants thereunder. The intermediated tender offer and consent solicitation will expire on February 23, 2024.
Concurrently with the intermediated tender offer and consent solicitation, Morgan Stanley, among other banks, acted as initial purchaser in connection with the Rule 144A and Regulation S offering of US$500 million aggregate principal of 8.875% Senior Notes due 2031, partially for which the tendered 10.00% Senior Secured Notes due 2025 were exchanged.
FS Luxembourg is a wholly owned financing subsidiary of FS Bio, the largest corn-based ethanol producer in Brazil and one of the largest low-cost, low-carbon producer of biofuels, animal nutrition products and renewable energy in Brazil.
The Simpson Thacher team included Grenfel S. Calheiros, Paulo F. Cardoso, Winnie Y. Loureiro and Susan Uquillas Mosquera (Capital Markets); and Jonathan E. Cantor (Tax).