The Firm represented Morgan Stanley & Co. LLC (“Morgan Stanley”), as the dealer manager and offeror, in connection with the successful intermediated tender offer for cash of the 8.875% Senior Notes due 2031 (“2031 Notes”) 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 intermediated tender offer will expire on February 24, 2026.
Concurrently with the intermediated tender offer, 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 8.125% Senior Notes due 2036, which were partially exchanged for the tendered 2031 Notes.
FS Luxembourg is a subsidiary of FS Bio, the largest corn-based ethanol producer in Brazil and one of the largest low-cost, low-carbon producers of biofuels, animal nutrition products and renewable energy in Brazil.
The Simpson Thacher team included Paulo F. Cardoso, Grenfel S. Calheiros and Susan Uquillas M. (Capital Markets); and Jonathan E. Cantor (Tax).