DLA Piper Represents Viação Itapemirim S.A. in Connection with Three Transactions, led by Third Exchange Offer of up to $29.4 Million
(Miami) – DLA Piper announced that it recently represented Viação Itapemirim S.A. (“VISA”) in connection with three simultaneous transactions involving: (1) VISA’s third exchange offer of up to US$ 29,420,000.00 of the Company’s 10.75%/9.25% senior secured notes due 2012 for an aggregate principal amount of up to US$29,420,000.00 of the Company’s 9.25%/8.75% senior secured notes due 2015, (2) a consent solicitation in order to release certain items of collateral securing VISA’s Notes and (3) the issuance of an aggregate principal amount of up to US$29,420,000.00 of the Company’s 2015 Notes. The total principal amount of notes exchanged was US$16,390,000.
The terms of the 2015 Notes are identical in all material respects to the terms of the 2012 Notes, except that (i) the 2015 Notes will mature on February 21, 2015, and (ii) after February 21, 2012, the New Notes will accrue interest at an annual rate equal to 8.75% per annum instead of 9.25% per annum.
VISA is the leading provider of interstate passenger bus transportation services in Brazil. The Company covers approximately 70% of the Brazilian territory with a concentration of its services along Brazil’s coastal areas, and serves more than 2,000 cities and offers more than 2,500 connections. VISA was incorporated on July 30, 1953 and is headquartered in Guarulhos, São Paulo.
VISA’s core business is to provide interstate bus transportation services in Brazil. VISA’s fleet consists of five different types of buses that offer a variety of classes of service. In 2009 and 2008, VISA transported approximately 3,247,300 and 3,574,098 passengers, respectively. For the six months ended in June 30, 2010, VISA transported approximately 1,565,243 passengers. VISA presently has a fleet of 980 buses in operation and employs approximately 3,784 employees. For the year ended December 31, 2009, and the six months ended June 30, 2010, VISA generated revenues equal to R$426.9 million and R$187.7 million respectively, and an EBITDA equal to R$4.5 million and R$(6.0 million), respectively.
The DLA Piper team was led by Miami-based capital markets partner John F. Haley.
Haley stated: “This transaction was carefully structured to simultaneously accomplish an exchange offer, a consent solicitation and a new issuance. VISA’s investor base supported all three initiatives and all three objectives were completed. Completing these initiatives reconfirms the strength and resilience of Itapemirim and the quality and consistent demand for its transportation services in Brazil. DLA Piper’s significant transactional experience in Brazil and our familiarity and long term relationship with Itapemirim greatly facilitated our completing this transaction.”
Haley added: “This transaction reaffirms that Miami remains a strategic financial center for completing complex cross-border financings for Brazilian issuers.”
The 2015 Notes are secured by certain bus line concessions held by Itapemirim, as well as by certain real estate assets owned by an affiliated company. The dealer manager for the offering was São Paulo-based Queluz Securities LLP. José Carlos Junqueira S. Meirelles and Enrico Jucá Bentivegna, São Paulo-based finance partners from Pinheiro Neto Advogados, acted as Brazilian counsel to Itapemirim.
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