TozziniFreire advises FS Bionergia on its first international issuance

TozziniFreire Advogados has counselled Fs Bioenergia on the $550 million issuance

TozziniFreire assisted as in-house counsel to FS Agrisolutions Indústria de Biocombustíveis Ltda. (FS Bioenergia) on its offering of $550 million aggregate of its subsidiary FS Luxembourg S.à r. l.’s on the issuance of 10.00% Senior Secured Notes due 2025. This one is the first international issue by FS Bioenergia.

FS Bioenergia is the first company in Brazil to produce corn ethanol with technology 100% explicitly developed for the production of corn ethanol. FS Bioenergia is part of Summit Agricultural Group, one of the most prominent agricultural groups in the United States of America.

This transaction is significant because it was certified as a “green bond”, under FS Bioenergia Green Bond Framework, which SITAWI Finance for Good confirms is aligned with the Green Bond Principles and best practices for climate bonds issuance. The use of proceeds indicated in the green bond issuances based on the Framework will positively contribute to sustainable development and the transition to a low carbon economy.

This one is the third issuance of green bonds of FS Bioenergia. The first was the issuance of Agribusiness Receivables Certificate (CRA) by Gaia Securitizadora S.A., backed by a certificate of agribusiness credit rights issued by FS Bioenergia. The second involved the issuance of Real Estate Receivables Certificates (CRI) by RB, a securitization company, backed by a Real Estate Credit Note (CCI), representing a Bank Credit Note (CCB) issued by FS Bioenergia.

TozziniFreire Advogados team was led by partners Alexei Bonamin (pictured left) and Vladimir Miranda Abreu (pictured right), and involved associates Marcus Vinícius Pimentel da Fonseca, Ricardo Campos Fiuza, Leonardo Medeiros Braghetto, Mariana Larissa Pereira, and Gabriel Gragnani.

Mattos Filho Advogados counsels FS Bioenergia with a team formed by partner Jean Marcel Arakawa, and associates Pedro Henrique Vega Longhi, Gabriela Castro Rabelo, and Amanda Negrão de Araújo.

Lefosse Advogados assisted as Brazilian legal counsel to Morgan Stanley &. Co. LLC., as the underwriter, with a team formed by partners Ricardo Prado and Jana Araújo, and associates Carla Rossi and Isabel Carvalho.

Simpson Thacher & Bartlett acted as legal counsel to Morgan Stanley & Co. LLC. with partner Grenfel S. Calheiros, and associates Winnie Y. Loureiro and Alejandro De Ramon-Laca.

Milbank LLP acted as counsel to FS Luxembourg S.à r.l. (International Issuer) with partner Fabiana Sakai, and associates Robert “Bodie” Stewart and Marina Carvalho Rodriguez.

Arendt & Medernach S.A. acted as FS Bioenergia’s Luxembourg counsel with partners Grégory Minne and Alexander Olliges, and associate Marco La Selva.

Allen & Gledhill LLP acted as FS Bioenergia’s Singapore counsel with a team formed by partner Lee Yi Liang Bernie, and associates Sanjana Ayagari Srikari and Feng Zheyi.