Obligation Rumlux Sàrl 7.375% ( USL79090AA13 ) en USD

Société émettrice Rumlux Sàrl
Prix sur le marché 100 %  ▼ 
Pays  Bresil
Code ISIN  USL79090AA13 ( en USD )
Coupon 7.375% par an ( paiement semestriel )
Echéance 09/02/2024 - Obligation échue



Prospectus brochure de l'obligation Rumo Luxembourg Sàrl USL79090AA13 en USD 7.375%, échue


Montant Minimal 200 000 USD
Montant de l'émission 750 000 000 USD
Cusip L79090AA1
Notation Standard & Poor's ( S&P ) BB- ( Spéculatif )
Notation Moody's N/A
Description détaillée Rumo Luxembourg S.à r.l. est une société à responsabilité limitée luxembourgeoise dont l'activité principale est la gestion de patrimoine et l'investissement.

L'obligation (ISIN : USL79090AA13, CUSIP : L79090AA1), émise par Rumo Luxembourg S.à r.l., une entité de financement liée aux opérations au Brésil, a atteint sa maturité le 9 février 2024 et a été intégralement remboursée, comme en témoigne son prix actuel sur le marché de 100% du nominal ; ce titre de créance, libellé en USD, d'une taille totale d'émission de 750 000 000 USD et dont la taille minimale à l'achat était de 200 000 USD, offrait un taux d'intérêt de 7,375% avec une fréquence de paiements semestriels, et bénéficiait d'une notation BB- de la part de l'agence Standard & Poor's.







U.S.$750,000,000

Rumo Luxembourg S.à r.l.
(a private limited liability company (société à responsabilité limitée)
organized under the laws of the Grand Duchy of Luxembourg)
7.375% Notes due 2024
Unconditionally and irrevocably guaranteed by
Rumo S.A.
(Incorporated in the Federative Republic of Brazil)

Rumo Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) organized and established under the laws of the Grand Duchy
of Luxembourg, having its registered office at 6, rue Eugène Ruppert, L-2453, Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg
Register of Commerce and Companies (Registre de commerce et des sociétés, Luxembourg) under number B 210069, or the Issuer, is offering U.S.$750,000,000
aggregate principal amount of 7.375% notes due 2024, or the notes. Interest on the notes will accrue at a rate of 7.375% per year. The notes will mature on February
9, 2024. The Issuer will pay interest on the notes in arrears on February 9 and August 9 of each year, commencing on August 9, 2017.
The Issuer may, at its option, redeem the notes, in whole or in part, at any time prior to February 9, 2021, by paying 100% of the principal amount of the notes
so redeemed plus the applicable "make-whole" amount and accrued and unpaid interest. The Issuer may, at its option, redeem the notes, in whole or in part,
on February 9, 2021 or at any time thereafter, at the redemption prices (expressed as a percentage of the principal amount of the notes) set forth in this offering
memorandum, plus accrued and unpaid interest. In addition, at any time prior to February 9, 2020, the Issuer may, on any one or more occasions, redeem up to 35%
of the notes at a redemption price of 107.375% of their principal amount, plus accrued and unpaid interest, using the proceeds of certain equity offerings. The notes
may also be redeemed, in whole but not in part, at 100% of their principal amount plus accrued interest, at any time upon the occurrence of specified events relating to
tax law imposed by relevant jurisdictions, as set forth in this offering memorandum. See "Description of Notes--Redemption." In addition, upon the occurrence of a
Change of Control that results in a Ratings Decline (each as defined in "Description of Notes"), the Issuer will be required to offer to purchase the notes at the price as
set forth in this offering memorandum. See "Description of Notes--Certain Covenants--Repurchase of Notes upon a Change of Control."
Upon the consummation of this offering and pursuant to an escrow agreement between the Issuer and the escrow agent, we will deposit into an escrow account
in the name of the Trustee for the benefit of the holders of the notes the proceeds of this offering. The notes will be subject to a Special Mandatory Redemption (as
defined in "Description of Notes") in the event the Release Conditions (as defined in "Description of Notes") do not occur by on or before the Special Mandatory
Redemption Date (as defined in "Description of Notes"). Upon the occurrence of a Special Mandatory Redemption, the Issuer will be required to redeem the notes, on
the business day immediately following the Special Mandatory Redemption Date, at a redemption price equal to 101% of the principal amount plus accrued and
unpaid interest to, but excluding, the redemption date.
As of the issue date, only Rumo S.A. will unconditionally and irrevocably guarantee, on an unsecured basis, all the obligations of the Issuer pursuant to the
notes. Upon satisfaction of the Release Conditions, ALL ­ América Latina Logística Malha Norte S.A. will also unconditionally and irrevocably guarantee, on an
unsecured basis, jointly and severally with Rumo S.A., all of the obligations of the Issuer pursuant to the notes. Each of Rumo S.A.'s and ALL ­ América Latina
Logística Malha Norte S.A.'s, or the Guarantors, respective guarantees will rank equally in right of payment with the other unsecured unsubordinated indebtedness
and guarantees of the Guarantors and effectively subordinated to the liabilities of the Guarantors' respective subsidiaries and jointly controlled companies. The
guarantees will be effectively junior to the secured indebtedness of the Guarantors to the extent of such security and to the indebtedness of the Guarantors' non-
guarantor subsidiaries and jointly controlled companies. For a detailed description of the notes, see "Description of Notes."
There is currently no trading market for the notes. We will apply to list the notes on the Official List of the Luxembourg Stock Exchange in its capacity as
market operator of the Euro MTF market and to trade them on the Euro MTF market of that exchange. The Euro MTF market is not a regulated market for the
purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). See "Listing and General Information." The notes will not be admitted to trading
on the Euro MTF Market prior to or on the settlement date. This offering memorandum constitutes a prospectus for the purpose of Part IV of the Luxembourg law
dated July 10, 2005 on prospectuses for securities, as amended (the "Prospectus Law").

Investing in the notes involves risks. See "Risk Factors" beginning on page 19.

Issue Price: 100.000% plus accrued interest, if any, from February 9, 2017

The notes (and the guarantees) have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, or the Securities Act. The notes
may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided
by Rule 144A under the Securities Act, or Rule 144A, and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act, or
Regulation S. You are hereby notified that sellers of the notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A. For more information about restrictions on transfer of the notes, see "Transfer Restrictions."
The notes were delivered to purchasers in book-entry form through The Depository Trust Company, or DTC, and its participants, including Euroclear Bank
S.A./N.V., or Euroclear, and Clearstream Banking, société anonyme, or Clearstream, on February 9, 2017.

Joint Book-running Managers

BB Securities
Bradesco BBI
BTG Pactual
Itaú BBA
Morgan Stanley
Santander
The date of this offering memorandum is March 16, 2017.



TABLE OF CONTENTS
Page
Presentation of Financial and Certain Other
Management's Discussion and Analysis of
Information ................................................................ v
Financial Condition and Results of Operations ....... 57
Forward-Looking Statements ................................. vii
Industry .................................................................... 85
Summary.................................................................... 1
Business ................................................................... 93
Summary of the Offering ........................................... 8
Management .......................................................... 120
Summary Consolidated Financial and Other
Principal Shareholders ........................................... 133
Information .............................................................. 14
Related Party Transactions .................................... 137
Risk Factors ............................................................. 19
Description of Notes .............................................. 138
Use of Proceeds ....................................................... 45
Taxation ................................................................. 181
The Issuer ................................................................ 46
Plan of Distribution ............................................... 188
Exchange Rates ....................................................... 47
Transfer Restrictions .............................................. 196
Capitalization ........................................................... 48
Legal Matters ......................................................... 198
Selected Consolidated Financial and Other
Listing and General Information ........................... 199
Information .............................................................. 49
Independent Auditors ............................................ 200
Unaudited Pro Forma Consolidated Financial
Enforceability of Civil Liabilities .......................... 201
Information .............................................................. 54
Index to Financial Statements ................................ F-1


Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to (1)
"Rumo," the "Company," "we," "our," "ours," "us" or similar terms refer to Rumo S.A. together with its
consolidated subsidiaries (the successor entity of Rumo Logística (as defined below)); (2) "Rumo Logística" refers
to Rumo Logística Operadora Multimodal S.A.; (3) "ALL" refers to ALL ­ América Latina Logística S.A.; (4)
"Malha Norte" refers to ALL ­ America Latina Logística Malha Norte S.A.; (5) "Malha Oeste" refers to ALL ­
America Latina Logística Malha Oeste S.A.; (6) "Malha Paulista" refers to ALL ­ America Latina Logística Malha
Paulista S.A.; (7) "Malha Sul" refers to ALL ­ America Latina Logística Malha Sul S.A.; (8) "ALL Intermodal"
refers to ALL ­ America Latina Logística Intermodal S.A.; (9) "ALL Brasil" refers to ALL ­ America Latina
Logística do Brasil S.A.; (10) "Brado Holding" refers to Brado Holding S.A.; (11) "Brado Logística" refers to Brado
Logística e Participações S.A.; (12) "Cosan Limited" refers to Cosan Logística's parent company, Cosan Limited, a
holding company organized under the laws of Bermuda, together with its subsidiaries; (13) "Cosan Logística" refers
to Cosan Logística S.A., together with its subsidiaries and jointly controlled entities; and (14) "Cosan S.A." refers to
Cosan S.A. Indústria e Comércio.
In this offering memorandum, references to the initial purchasers are to BB Securities Ltd., Banco Bradesco
BBI S.A., Banco BTG Pactual S.A. -- Cayman Branch, Itau BBA USA Securities, Inc., Morgan Stanley & Co.
LLC, and Santander Investment Securities Inc.
In addition, the term "Brazil" refers to the Federative Republic of Brazil and the phrase "Brazilian government"
refers to the federal government of Brazil. The term "Central Bank" refers to the Central Bank of Brazil (Banco
Central do Brasil). All references to "real," "reais" or "R$" are to the Brazilian real, the official currency of Brazil
and all references to "U.S. dollar," "U.S. dollars" or "U.S.$" are to U.S. dollars, the official currency of the United
States of America. Unless otherwise stated, all numbers included in this offering memorandum are expressed in
reais. This offering memorandum contains translations of various real amounts into U.S. dollars at specified rates
solely for your convenience. You should not construe these translations as representations by us that the real
amounts actually represent these U.S. dollar amounts or could be converted into U.S. dollars at the rates indicated.
Unless otherwise indicated, we have converted the real amounts using a rate of R$3.2462 to U.S.$1.00, the U.S.
dollar selling rate as of September 30, 2016 as reported by the Central Bank. For more information, see "Exchange
Rates."
We and the Issuer, having made all reasonable inquiries, confirm that the information contained in this offering
memorandum with regard to them and us is true and accurate in all material respects, that the opinions and
intentions expressed in this offering memorandum are honestly held, and that there are no other facts the omission of
which would make this offering memorandum as a whole or any of such information or the expression of any such
opinions or intentions misleading in any material respect. We and the Issuer accept responsibility accordingly.
i




We and the Issuer have not authorized anyone to provide any information other than that contained in
this offering memorandum prepared by us and the Issuer or on our and the Issuer's behalf. We and the
Issuer take no responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you. You should assume that the information in this offering memorandum is accurate
only as of the date on the front cover of this offering memorandum, regardless of time of delivery of this
offering memorandum or any sale of the notes. Our business, financial condition, results of operations and
prospects may change after the date on the front cover of this offering memorandum. None of us, the Issuer,
or the initial purchasers are making an offer to sell the notes in any jurisdiction where the offer or sale is not
permitted.
________________
The Issuer is relying on exemptions from registration under the Securities Act for offers and sales of securities
that do not involve a public offering. The notes offered are subject to restrictions on transferability and resale and
may not be transferred or resold in the United States, except as permitted under the Securities Act and applicable
U.S. state securities laws pursuant to registration or exemption from them. By purchasing the notes, you will be
deemed to have made the acknowledgements, representations, warranties and agreements described under the
heading "Transfer Restrictions." You should understand that you may be required to bear the financial risks of your
investment in the notes for an indefinite period of time.
The Issuer will apply to admit the notes to listing on the Official List, and to trading on the Euro MTF market of
the Luxembourg Stock Exchange. The Luxembourg Stock Exchange takes no responsibility for the contents of this
offering memorandum, makes no representations as to its accuracy or completeness and expressly disclaims any
liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of
this offering memorandum.
We and the Issuer have prepared this offering memorandum for use solely in connection with the proposed
offering of the notes outside of Brazil.
Neither this offering memorandum nor any other information supplied in connection with the notes should be
considered as a recommendation by us, the Issuer or any of the initial purchasers that any recipient of this offering
memorandum or any other information supplied in connection with the notes should subscribe for or purchase any
notes. Each investor contemplating subscribing for or purchasing any notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of us and the
Issuer. This offering memorandum does not constitute an offer of, or an invitation by or on behalf of us, the Issuer,
any initial purchaser or the Trustee (as defined herein) to subscribe or purchase, any of the notes in any jurisdiction
where such offer is not permitted. The distribution of this offering memorandum and the offering of the Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this offering memorandum comes are
required by us, the Issuer, each of the initial purchasers and the Trustee to inform themselves about and to observe
any such restrictions. None of us, the Issuer, nor any initial purchaser represents that this offering memorandum may
be lawfully distributed, or that any notes may be lawfully offered, in compliance with any applicable registration or
other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assumes any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken by us, the
Issuer or any initial purchaser that is intended to permit a public offering of any notes or distribution of this offering
memorandum in any jurisdiction where action for that purpose is required. Accordingly, no notes may be offered or
sold, directly or indirectly, and neither this offering memorandum nor any advertisement or other offering material
may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with
any applicable laws and regulations.
Notwithstanding anything set forth herein or in any other document related to the notes, you and each of your
employees, representatives or other agents may disclose to any and all persons, without limitation of any kind, the
tax treatment and the tax structure of the transaction described herein and all materials of any kind, including any tax
analyses that we have provided to you relating to such tax treatment and tax structure.
ii



We and the Issuer have prepared this offering memorandum solely for use in connection with the proposed
offering of the notes, and it may only be used for that purpose. The Issuer and the initial purchasers reserve the right
to reject any offer to purchase, in whole or in part, for any reason, or to sell less than all of the notes offered by this
offering memorandum.
This offering memorandum summarizes certain documents and other information and we and the Issuer refer
you to them for a more complete understanding of what we and the Issuer discuss in this offering memorandum. In
making an investment decision, you must rely on your own examination of our company and the terms of this
offering and the notes, including the merits and risks involved.
Neither the Trustee nor the initial purchasers accepts any liability in relation to the information contained in this
offering memorandum or any other information provided by us or the Issuer in connection with the Notes. In
addition, no representation, warranty or undertaking, express or implied, is made by any initial purchaser or the
Trustee as to the accuracy or completeness of the information contained or incorporated in this offering
memorandum or any other information provided by us or the Issuer in connection with the notes, and nothing
contained herein is or shall be relied upon as a promise or representation by any initial purchaser or the Trustee,
whether as to the past or to the future.
We, the Issuer and the initial purchasers are not making any representation to any purchaser of the notes
regarding the legality of an investment in the notes under any investment law or similar laws or regulations. You
should not consider any information in this offering memorandum to be advice whether legal, business, accounting
or tax. You should consult your own attorney or other professional for any legal, business, accounting or tax advice
regarding an investment in the notes.
The notes have not been and will not be issued or placed, distributed, offered or traded in the Brazilian capital
markets. The issuance of the notes has not been nor will be registered with the Brazilian Securities Commission
(Comissão de Valores Mobiliários), or the CVM. Any public offering or distribution, as defined under Brazilian
laws and regulations, of the notes in Brazil is not legal without prior registration under Law No. 6,385/76, as
amended (Lei do Mercado de Capitais), or the Capital Markets Law, and Instruction No. 400, issued by the CVM on
December 29, 2003, as amended. Documents relating to the offering of the notes, as well as information contained
therein, may not be supplied to the public in Brazil (as the offering of the notes is not a public offering of securities
in Brazil), nor be used in connection with any offer for subscription or sale of the notes to the public in Brazil. The
notes will not be offered or sold in Brazil, except in circumstances which do not constitute a public offering,
placement, distribution or negotiation of securities in the Brazilian capital markets regulated by Brazilian legislation.
Persons wishing to offer or acquire the notes within Brazil should consult with their own counsel as to the
applicability of registration requirements or any exemption therefrom.
Notice to Luxembourg Investors. This offering memorandum has not been approved by and will not be
submitted for approval to the Luxembourg financial sector supervisory authority (Commission de Surveillance du
Secteur Financier) (the "CSSF") for purposes of public offering or sale in the Grand Duchy of Luxembourg
("Luxembourg"). Accordingly, the notes may not be offered or sold to the public in Luxembourg, directly or
indirectly, and neither this offering memorandum nor any other offering circular, form of application, advertisement
or other material related to such notes may be distributed, or otherwise be made available in or from, or published in,
Luxembourg except if a prospectus has been duly approved by the CSSF in accordance with the Prospectus Law or
the offer benefits from an exemption to or constitutes a transaction otherwise not subject to the requirement to
publish a prospectus for the purpose of the Prospectus Law.
Neither the U.S. Securities and Exchange Commission, or the SEC, nor any state securities' commission has
approved or disapproved of these securities or determined whether this offering memorandum is truthful or
complete. Any representation to the contrary is a criminal offense.
You must comply with all applicable laws and regulations in force in any jurisdiction in which you purchase,
offer or sell the notes or possess or distribute this offering memorandum and must obtain any consent, approval or
permission required for your purchase, offer or sale of the notes under the laws and regulations in force in any
jurisdiction to which you are subject or in which you make such purchases, offers or sales. None of us, the Issuer,
the initial purchasers, or its affiliates will have any responsibility therefor.
iii



This offering memorandum has been prepared on the basis that any offer of notes in any Member State of the
European Economic Area which has implemented Directive 2003/71/EC, as amended (the "Prospectus Directive")
(each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as
implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the notes.
Accordingly any person making or intending to make an offer of the notes in that Relevant Member State may only
do so in circumstances in which no obligation arises for the Issuer or any Initial Purchaser to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive, in each case, in relation to such offer. Neither the Issuer nor any Initial Purchaser has authorized, nor do
they authorize, the making of any offer of notes in any other circumstances.
Additional Information
While any notes remain outstanding, the Company will make available, upon request, to any holder and any
prospective purchaser of notes the information required pursuant to Rule 144A(d)(4)(i) under the Securities Act,
during any period in which the Company (1) is not subject to, and in compliance with, Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, or the Exchange Act, or (2) becomes exempt from such reporting
requirements pursuant to, and comply with, Rule 12g3-2(b) of the Exchange Act (as amended from time to time and
including any successor provision).
Application will be made to list the notes on the Official List, and to trading on the Euro MTF market of the
Luxembourg Stock Exchange. See "Listing and General Information." The Issuer will comply with (i) any
undertakings that it gives from time to time to the Luxembourg Stock Exchange in connection with the notes, and
we will furnish to the Luxembourg Stock Exchange all such information required in connection with the listing of
the notes and (ii) any obligations deriving from the application of Regulation (EC) 596/2014 on market abuse
applicable to it.
iv



PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION
All references in this offering memorandum to "real," "reais" or the symbol "R$" are to the legal currency of
Brazil, the Brazilian real. All references to "dollar," "U.S. dollars" or the symbol "U.S.$" are to the legal currency
of the United States, the U.S. dollar.
Solely for your convenience, we have translated certain amounts included in "Summary," "Summary
Consolidated Financial and Other Information," "Capitalization," "Selected Consolidated Financial and Other
Information" and elsewhere in this offering memorandum from reais into U.S. dollars using the U.S. dollar selling
rate reported by the Central Bank as of September 30, 2016 of R$3.2462 to U.S.$1.00. These translations should not
be considered representations that any such amounts have been, could have been or could be converted into U.S.
dollars at that or at any other exchange rate as of that or any other date.
Financial Statements
We have included in this offering memorandum (all of which are presented in accordance with accounting
practices adopted in Brazil, or Brazilian GAAP, and International Financial Reporting Standards, or IFRS, as issued
by the International Accounting Standards Board, or IASB):
·
Rumo Logística's unaudited individual and consolidated interim financial statements as of and for the
nine-month period ended September 30, 2016, which comprise the balance sheet as of September 30,
2016 and the related statements of income and other comprehensive income for the three-month and
nine-month periods then ended, and the related statements of changes in equity and cash flow for the
nine-month period ended, and explanatory notes. On April 1, 2015, Rumo Logística consummated its
acquisition of ALL, or the ALL Acquisition. As a result of the ALL Acquisition, the comparability of
Rumo's interim financial information for the nine-month period ended September 30, 2016 with
Rumo's interim financial information for the nine-month period ended September 30, 2015 is limited;
·
Rumo Logística's audited individual and consolidated financial statements as of and for the fiscal year
ended December 31, 2015 (with the corresponding figures for the fiscal year ended December 31,
2014). On April 1, 2015, Rumo consummated the ALL Acquisition. As a result of the ALL
Acquisition, the comparability of Rumo's financial information as of and for the fiscal year ended
December 31, 2014 with Rumo's financial information as of and for the fiscal year ended December
31, 2015 is limited;
·
Rumo Logística's audited individual and consolidated financial statements as of and for the fiscal year
ended December 31, 2014 (with the corresponding figures for the nine-month period ended December
31, 2013). On November 27, 2013, Rumo Logística changed the end of its fiscal year from March 31
to December 31. As a result, Rumo's financial information for the period ended December 31, 2013 is
based upon a nine-month period (beginning on April 1, 2013). Accordingly, the comparability of
Rumo Logística's financial information for the nine-month period ended December 31, 2013 with
Rumo's financial information for the fiscal years ended December 31, 2014 and 2015 is limited; and
·
unaudited pro forma consolidated financial information for the fiscal year ended December 31, 2015
giving effect to the ALL Acquisition on April 1, 2015 as if it had occurred as of January 1, 2015. The
unaudited pro forma consolidated financial information for the fiscal year ended December 31, 2015
was prepared by (1) combining Rumo Logística's audited consolidated income statement for the fiscal
year ended December 31, 2015 with ALL's unaudited interim consolidated income statement for the
three-month period ended March 31, 2015 and (2) performing certain eliminations and adjustments. As
a result of the acquisition of ALL, Rumo Logística's consolidated financial position and operating
results for the ongoing fiscal year and fiscal years subsequent to such acquisition are not necessarily
comparable with information provided in the preceding fiscal years.
On October 8, 2016, ALL ­ América Latina Logística S.A. changed its corporate name to Rumo S.A.
Subsequently, on December 31, 2016, Rumo Logística was merged into its wholly-owned subsidiary Rumo S.A., as
a result of which Rumo S.A. is the successor entity to Rumo Logística.
v



See also "Independent Auditors" and "Index to Financial Statements."
Rounding
We have made rounding adjustments to reach some of the figures included in this offering memorandum. As a
result, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that
preceded them.
Market Data
We obtained market and competitive position data, including market forecasts, used throughout this offering
memorandum from market research, publicly available information and industry publications, as well as internal
surveys. We include data from reports prepared by the Central Bank, the Brazilian Ministry of Development,
Industry and Foreign Commerce (Ministério do Desenvolvimento e do Comércio Exterior), or MDIC, the Food and
Agriculture Organization of the United Nations, or FAO, the Brazilian Ministry of Agriculture, Livestock, Supply
(Ministério da Agricultura, Pecuária e Abastecimento), or MAPA, the Brazilian Agricultural Research Corporation
(Empresa Brasileira de Pesquisa Agropecuária), or Embrapa, the Brazilian Secretariat for Foreign Commerce
(Secretaria de Comércio Exterior), or Secex, the National Supply Company (Companhia Nacional de
Abastecimento), or Conab, which is a state owned company responsible for the management and control of the
register of establishments that store agricultural products, the United States Department of Agriculture, or USDA,
the Brazilian Institute of Geography and Statistics (Instituto Brasileiro de Geografia e Estatística), or IBGE, the São
Paulo Stock, Commodities and Futures Exchange (BM&FBOVESPA S.A. ­ Bolsa de Valores, Mercadorias e
Futuros), or BM&FBOVESPA, the Brazilian National Economic and Social Development Bank (Banco Nacional
de Desenvolvimento Econômico e Social), or BNDES, and the Fundação Getúlio Vargas, or FGV. We believe that
all market data in this offering memorandum is reliable, accurate and complete.
Special Note Regarding Non-GAAP Financial Measures
In this offering memorandum we present EBITDA and EBITDA Margin, which are non-GAAP financial
measures. EBITDA measures our operating profitability and is calculated as profit (loss) plus current and deferred
income tax and social contribution, financial results (net) and depreciation and amortization. We define EBITDA
Margin as EBITDA divided by net operational revenue, expressed as a percentage. We also present Net Debt, which
we calculate as gross debt, less (1) derivative financial instruments, net (to be received), (2) cash and cash
equivalents and marketable securities, and (3) restricted cash from borrowings and financings. In addition, we
present Net Adjusted Working Capital, which we define as current assets, except cash and cash equivalents and
marketable securities minus current liabilities, except short-term loans and financing, finance leases, and real estate
credit certificates. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."
The non-GAAP financial measures described in this offering memorandum are not a substitute for the GAAP
measures of earnings, for which our management has responsibility.
Our management believes that EBITDA, EBITDA Margin, Net Debt and Net Adjusted Working Capital
provide useful information to potential investors, financial analysts and the public in their review of our operating
performance and their comparison of our operating performance to the operating performance of other companies in
the same industry and other industries. However, EBITDA, EBITDA Margin, Net Debt and Net Adjusted Working
Capital are not measures under Brazilian GAAP and IFRS and should not be considered as a substitute for net
income or loss, cash flow from operations or other measures of operating performance or liquidity determined in
accordance with Brazilian GAAP and IFRS. EBITDA, EBITDA Margin, Net Debt and Net Adjusted Working
Capital are not intended to represent funds available for dividends or other discretionary uses by us because those
funds are required for debt service, capital expenditures, working capital and other commitments and contingencies.
vi



FORWARD-LOOKING STATEMENTS
This offering memorandum contains estimates and forward-looking statements, principally under "Risk
Factors," "Business" and "Management's Discussion and Analysis of Financial Condition and Results of
Operations." Some of the matters discussed herein concerning our business and financial performance include
estimates and forward-looking statements and, therefore, neither indicate nor guarantee future results.
Our estimates and forward-looking statements are mainly based on our current expectations and estimates on
projections of future events and operating and financial trends, which affect or may affect our industry, market
share, reputation, businesses, financial condition, results of operations, margins, and/or cash flow. Although we
believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject
to several risks and uncertainties, are made in light of information currently available to us and should not be
considered a guarantee of the results of operations we may achieve.
Many significant factors in addition to those stated in this offering memorandum may adversely affect our
current estimates and forward-looking statements, and whether these estimates or statements may be realized. Our
estimates and forward-looking statements may be influenced by the following factors, among others:
·
our ability to successfully implement structural changes aimed at generating and maximizing profits and
reducing our indebtedness;
·
economic, political, social and business conditions in Brazil, particularly in the regions of the country in
which we are active, notably with respect to inflation, exchange rate fluctuation of the real, interest rates
fluctuation and the political environment in Brazil following the conclusion of the impeachment
proceedings against former President Dilma Rousseff;
·
our ability to successfully compete in all segments and geographical markets where we currently conduct
business or may conduct businesses in the future;
·
our ability to fulfill our financial obligations or obtain refinancing;
·
our ability to sustain and improve our performance;
·
the impact of legislation and new regulations on our business;
·
government intervention resulting in changes in the economy, taxes and tariffs affecting the markets in
which we operate;
·
recruitment, remuneration and retention of our "key employees";
·
events and risk perception in relation to corruption allegations involving Petróleo Brasileiro S.A. ­
Petrobras (Brazil's state-owned oil company, one of the country's largest companies), or Petrobras, and the
impacts of such investigation on the Brazilian economy and political outlook as a whole and, particularly,
on our principal shareholder;
·
the impact of the economic recession affecting Brazil and the possible fiscal adjustment process which may
adversely affect the growth of demand in the Brazilian economy as a whole;
·
our ability to obtain labor and supply services at reasonable prices without interruption;
·
our capitalization and indebtedness level;
·
unavailability of adequate financing to face our needs or inability to make the volume of investment as set
out in our business plan within the expected time frame;
·
our ability to identify, develop, plan and implement new projects;
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·
delays, excess or cost increases not foreseen in the implementation of our projects and other issues related
to construction and development;
·
factors or trends that may affect our business, market share, financial condition, liquidity and results of our
operations;
·
our capitalization and indebtedness level and our ability to arrange financing and to implement our capital
expansion plan; and
·
other risk factors discussed under "Risk Factors."
The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar words
are intended to identify estimates and forward-looking statements. Estimates and forward-looking statements speak
only as of the date they were made, and we undertake no obligation to update or to review any estimate and/or
forward-looking statement because of new information, future events or other factors. Estimates and forward-
looking statements involve risks and uncertainties and are not guarantees of future performance. Our future results
may differ materially from those expressed in these estimates and forward-looking statements. In light of the risks
and uncertainties described above, the estimates and forward-looking statements discussed in this offering
memorandum might not occur, and our future results and our performance may differ materially from those
expressed in these forward-looking statements due to, but not limited to, the factors mentioned above. Because of
these uncertainties, you should not make any investment decision based on these estimates and forward-looking
statements.

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SUMMARY
This summary highlights selected information about Rumo and the notes that are offered hereby. This summary
does not contain all of the information that an investor should consider before investing in our notes. Before making
an investment decision, you should read this entire offering memorandum carefully for a more complete
understanding of our business and this offering, including our financial statements and respective notes thereto, and
the sections named "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations." We recommend that investors consult their legal and financial advisors before investing in
the notes.
Overview
We believe that Rumo, the predecessor of which (Rumo Logística) completed the ALL Acquisition in April
2015, is Brazil's largest railroad-based logistics operator in terms of total volume transported, providing rail
transport logistics, port handling and warehousing services. We operate in the states of Mato Grosso and São Paulo
as well as the southern region of Brazil. According to MDIC and IBGE data, our rail network extends over an area
that accounts for approximately 80% of Brazil's GDP, where four of the most active ports in the country are located
and through which most of Brazil's grain production is exported.
We own and operate a large asset base, including a rail network consisting of four concessions that extend over
approximately 12,000 kilometers of railway lines, over 1,000 locomotives, over 30,000 rail cars, as well as
distribution centers and warehousing facilities. We provide efficient and complete logistics services to our clients
through our operation of 12 transshipment terminals, either directly or through partnerships, which have a static
storage capacity of approximately 900,000 tons, and where we store grains, sugar and other commodities. At our
most important terminal, the logistics complex of Rondonópolis (in the state of Mato Grosso), we have the
capability to load over 1 million tons of grains per month. Moreover, we control two port terminals in Santos in the
state of São Paulo, and hold equity interests in four other port terminals, three of which are in the port of Santos in
the state of São Paulo and one in the state of Paraná, with a static storage capacity of approximately 1.3 million tons
and a total loading capacity of approximately 29 million tons per year. The real estate we lease in connection with
our concessions contains areas available for construction and development of warehouses and logistics terminals,
which makes it possible for us to expand our operations and improve our logistics and other services. For example,
the Grain Terminal of Guarujá (TGG) in the port terminal in Santos, in which we currently have a 10% equity
interest, is a significant port project that has been constructed and has the capacity to handle approximately 8 million
tons of grain per year.
The transportation of agricultural commodities, primarily for export, represented approximately 82%, 80% and
76% of our transported volume in the nine-month period ended September 30, 2016 and in the fiscal year ended
December 31, 2015 and 2014, respectively, while transportation of industrial products represented approximately
18%, 20% and 24% of our transported volume in the same periods, respectively. In the nine-month period ended
September 30, 2016 and in the fiscal years ended December 31, 2015 and 2014, approximately 70%, 68% and 62%,
respectively, of our transported volume derived from the transportation of grains.
We believe that our asset base allows us to provide transportation services to various customers, mainly for
agricultural commodities, which has made us one of the primary agricultural logistics service providers in the
Brazilian agricultural industry. We believe that the services we provide are important to the development and growth
of the country, as Brazil is one of the main producers and exporters of agricultural products in the world.
We also provide intermodal transportation logistics services, which is the movement of freight via container
using two or more modes of transportation (generally rail and truck). We believe that these methods of
transportation reduce the costs of cargo handling, because containers are typically consolidated from trucks onto
trains or ships that can carry mass loads, allowing for fuel efficiency.
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