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Simpson Thacher Represents Initial Purchasers in US$500 Million New Notes Offering and the Dealer Manager in Concurrent Capped Cash Tender Offer of FS Luxembourg

06.26.25

The Firm represented Morgan Stanley & Co. LLC (“Morgan Stanley”), as the dealer manager, in connection with the successful tender offer for cash of up to US$200 million in aggregate principal amount of 8.875% Senior Notes due 2031 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. The tender offer will expire on July 10, 2025.

Concurrently with the tender offer, we represented Morgan Stanley, among other banks, as initial purchasers in connection with the Rule 144A and Regulation S offering of US$500 million aggregate principal of 8.625% Senior Notes due 2033, which proceeds were partially used to settle the tender offer.

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 Paulo F. Cardoso, Grenfel S. Calheiros and Susan Uquillas Mosquera (Capital Markets); and Jonathan E. Cantor and Benjamin Bressler (Tax).